Exhibit 2.1

Execution Version

and

GESTION JEAPE 2 INC.,

GESTION FMSR 2 INC.,

GESTION GLMC 2 INC.,

GESTION DCJC 2 INC.,

DANIEL COULOMBE,

BDC CAPITAL INC.,

and

Alain-Jacques Simard,

Richard Kirouac,

Ghislain Lafrance,

and

FIDUCIE FAMILIALE ALAIN-JACQUES SIMARD 2020,

FIDUCIE FAMILIALE ALAIN-JACQUES SIMARD 2020,

and

indie Semiconductor, Inc.

SHARE PURCHASE AGREEMENT  

Contents

Contents

Contents

Contents

Contents

Contents

Contents

Contents

Contents

EXHIBITS

Exhibit A Illustrative Calculation*

Exhibit B Paid Out Creditor*

Exhibit C Pre-Closing Reorganization*

Exhibit D Purchased Shares

Exhibit E Lease Amendment Agreement*

Exhibit 2.3(a) Closing Consideration*

Exhibit 2.4 Allocation of Purchase Price*

Exhibit 11.2(m) Non-Competition Agreement*

Exhibit 11.2(q) Option Settlement Agreement*

Exhibit 11.2(r) Lock Up Agreement*

Disclosure Letters*

* Exhibits and Disclosure Letters have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish the omitted schedules and exhibits to the Securities and Exchange Commission upon request.

(“Purchaser”)

(“Holdco 2 Simard”)

(“Holdco 2 Kirouac”)

(“Holdco 2 Lafrance”)

(“Holdco 2 Coulombe”)

(Holdco 2 Simard, Holdco 2 Kirouac, Holdco 2 Lafrance and Holdco 2 Coulombe, collectively the “Holdcos 2”)

(“M. Coulombe”)

(“BDCC”)

(BDCC, M. Coulombe and the Holdcos 2, collectively
the “Sellers”)

(“M. Simard”)

(“M. Kirouac”)

(“M. Lafrance”)

(M. Simard, M. Kirouac, M. Lafrance and M. Coulombe, collectively the “Principals”)

(the “Simard Trust”)

(the “Lafrance Trust”)

(Simard Trust and Lafrance Trust the “Trusts” and each a “Trust”)

(the “Guarantor”)

RECITALS:

NOW THEREFORE in consideration of the foregoing premises, the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Parties agree as follows:

Article 1
Interpretation

In this Agreement the following words and expressions have the following meanings:

“Accounts Receivable” means all accounts receivable, trade receivables, rights to receive payment, book debts and other amounts due, owing or accruing due to the Acquired Entities together with any security interest or other credit support documents granted or issued in favour of the Acquired Entities as security therefor.

“Acquired Entities” means Holdco 3 Simard, Holdco 3 Kirouac, Holdco 3 Lafrance, Holdco 3 Coulombe, FDTX and the Corporation.

“Affiliate” of any Person means any other Person who, directly or indirectly, controls, or is controlled by, or is under common control with, such Person, and for these purposes: (a) a body corporate is controlled by one or more Persons if (i) securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned by the Person or Persons, and (ii) the votes attached to those securities are sufficient to elect a majority of the directors of the body corporate, (b) an association, partnership or other organization is controlled by one or more Persons if (i) more than 50% of the partnership or other ownership interests, however designated, into which the association, partnership or other organization is divided are beneficially owned by the Person or Persons, and (ii) the Person or Persons are able to direct the business and affairs of the association, partnership or other organization or the appointment of its management, (c) a body corporate, association, partnership or other organization is controlled by one or more Persons if the Person or Persons have, directly or indirectly, control in fact of the body corporate, association, partnership or other organization, and (d) a body corporate, association, partnership or other organization that controls another body corporate, association, partnership or other organization is deemed to control any body corporate, association, partnership or other organization that is controlled or deemed to be controlled by the other body corporate, association, partnership or other organization; and “control”, “controlled” and similar expressions have corresponding meanings.

“Agreement” means this share purchase agreement, the exhibits attached to it or otherwise forming part of it and the Disclosure Letters, all as the same may be amended, restated, replaced or supplemented from time to time; and, except where otherwise specified, the words “Article” and “Section” followed by a number or letter mean and refer to the specified Article or Section of this share purchase agreement.

“AML Laws” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and its associated regulations, the Criminal Code (Canada).

“Anti-Corruption Laws” has the meaning specified in Section 3.45.

“Anti-Spam Laws” means (a) An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-Television and Telecommunications Commission Act (Canada), the Competition Act, the Personal Information Protection and Electronic Documents Act (Canada) and the Telecommunications Act (Canada), along with the associated regulations, (b) the Electronic Commerce Protection Regulations (CRTC), and (c) the Electronic Commerce Protection Regulations (Industry Canada), and (d) equivalent Laws in other applicable jurisdictions, including the province of Quebec.

“ASPE” means accounting principles generally accepted in Canada for private enterprises as issued by the Chartered Professional Accountants of Canada at the relevant time as applied by the relevant Person on a basis consistent with the past practice of such Person.

“Assets” means all property and assets of the Acquired Entities of every nature and kind and wherever located including (a) all machinery, equipment and vehicles, (b) all Inventory, (c) all Accounts Receivable, (d) the leasehold interest of the Acquired Entities in and to the Leased Properties, (e) all Corporation IP Rights, (f) the Leases and all other Contracts of the Acquired Entities, (g) the Books and Records, and (h) the Corporate Records.

“Audited Financial Statements” means the audited financial statements of the Corporation as at December 31, 2020, a true, correct and complete copy of which has been provided to the Purchaser.

“Authorization” means, with respect to any Person, any order, permit, approval, consent, waiver, licence, registration, declaration, filing, submission of information, sanction, exemption or other authorization issued, granted or given by a Governmental Authority having jurisdiction over the Person, and which includes the Investment Canada Act Approval.

“Base Purchase Price” means Two Hundred Million Dollars ($200,000,000).

“Books and Records” means all books of account, financial statements, Tax records, personnel records, historic documents relating to Employee Plans and Assets, sales and purchase records, cost and pricing information, customer and supplier lists and files, referral sources, research and development reports and records, production reports and records, equipment logs, operating guides and manuals, business reports, plans and projections and all other documents, data, files, correspondence and other information of the Acquired Entities (whether in written, electronic or other form) other than the Corporate Records.

“Business” means the business currently carried on by the Corporation, which includes the design, development, manufacture and sale of (i) opto-electronic components based on Bragg grating, semiconductor and other lasers, and photonic integration technologies; (ii) optical/photonic components, integrated circuits and systems, and (iii) products and technologies for LiDAR sensing and mapping applications and laser-based gyroscope applications.

“Business Day” means a day on which commercial banks are open for business in California and Quebec but excludes (a) a Saturday, Sunday or any other statutory or civic holiday in California or Quebec, and (b) any day on which commercial banks are authorized or required to be closed in California or Quebec.

“Cash” means the amount equal to the sum of (without duplication) all unrestricted cash of the Acquired Entities, calculated by (i) excluding cheques issued by the Acquired Entities to a third party that have not yet cleared, and (ii) including cheques issued to the Acquired Entities that have been deposited in the Acquired Entities’ bank account but that have not yet cleared, the whole calculated in accordance with ASPE.

“Claim Reserve” has the meaning specified in Section 14.11.

“Claim” means any demand, action, suit, proceeding, claim, assessment, judgment, settlement, compromise or proceeding, and any action, claim or demand relating thereto.

“Closing” means the completion of the purchase and sale of the Purchased Shares contemplated in this Agreement.

“Closing Cash Consideration” has the meaning specified in Section 2.3.

“Closing Certificate” has the meaning specified in Section 2.7(b).

“Closing Consideration” has the meaning specified in Section 2.3.

“Closing Share Consideration” has the meaning specified in Section 2.3.

“Closing Date” means the later of (a) two Business Days after the Investment Canada Act Approval and all Required Consents and Authorizations have been obtained, and (b) the Outside Date, provided in each case that all conditions to closing set out in Article 8 of this Agreement have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied or waived until the Closing Date, but subject to satisfaction or waiver of those conditions on the Closing Date) by the applicable Party; and provided further that the Closing Date may be such earlier or later date as the Parties may agree in writing.

“Closing Financial Statements” means the audited financial statements of the Corporation for the period ending on the Closing Date.

“Closing Period” means the period between the close of business on the date of this Agreement and the Closing.

“Closing Time” means 12:01 am Eastern Standard Time on the Closing Date.

“Code” means the Internal Revenue Code of 1986.

“Commercial Electronic Message” means a “commercial electronic message” as defined in the Anti-Spam Laws applicable in Canada.

“Commercially Reasonable Efforts” means the efforts that a reasonable and prudent Person who desires to achieve a business result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible in the context of a commercial transaction.

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

“Confidentiality Agreement” means the confidentiality agreement dated April 26, 2021 entered into by the Corporation and Ay Dee Kay LLC and its Affiliates (such Affiliates including Purchaser and Guarantor).

“Consent” means any consent, approval, waiver or other authorization required under a Contract.

“Contracts” means all legally binding agreements, arrangements, understandings, commitments and undertakings to which a Person is a party or a beneficiary or pursuant to which any of its property or assets are or may be affected.

“Corporate IT” has the meaning specified in Section 3.28(a).

“Corporate Records” means the corporate records of the Acquired Entities, including (a) the articles and by-laws, (b) any unanimous shareholders agreement or declaration application to it, (c) the minutes of meetings and resolutions of shareholders and directors, and (d) to the extent applicable, the securities register, the register of transfers, the register of real property, and the register of individuals with significant control and any other registers required to be maintained under applicable Laws.

“Corporation” means TeraXion inc. (and any predecessor corporations).

“COVID-19 Law” means each of the Canada Emergency Wage Subsidy (CEWS) provided for under Section 125.7 of the Tax Act, the Canada Emergency Rent Subsidy (CERS) and any similar or other Laws enacted or promulgated in response to, or with respect to, COVID-19 (and including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shutdown, closure, sequester or other restrictions or requirements under such Laws and Orders in Council and Ministerial Orders pursuant to the Public Health Act ).

“CRA” means the Canada Revenue Agency or its successor.

“Current Assets” means the sum of (without duplication) all (i) Accounts Receivable, (ii) work in progress, (iii) Inventory, (iv) prepaid expenses of the Acquired Entities, and (v) aggregate Option Exercise Price of the Acquired Entities, calculated in accordance with ASPE (notwithstanding anything contained herein to the contrary, Current Assets shall include all Canadian federal and Quebec provincial SR&ED tax credits of the Corporation relating to any Pre-Closing Tax Period and claimed in its 2020 income tax returns or to be claimed in its income tax returns to be filed in accordance with Section 10.1, but not yet refunded to the Corporation or applied against Taxes of the Corporation as of the Closing, but shall exclude any and all deferred or future tax assets of the Corporation (including, for greater certainty, any SR&ED tax credits or deductions carried forward to any Post-Closing Tax Period)) but excluding (vi) Cash.

“Current Liabilities” means the sum of (without duplication) all (i) accounts payable and accrued liabilities, including any Taxes accrued or payable (which shall not be reduced by any SR&ED tax credits included in the Current Assets), (ii) deferred revenue and customer deposits, and (iii) billings on uncompleted contracts in excess of costs and estimated earnings, and (iv) deferred government grants of the Acquired Entities, but excluding (v) any deferred tax liabilities, and (vi) any Debt of the Acquired Entities, the whole calculated in accordance with ASPE.

“Damages” has the meaning specified in Section 14.1.

“Debt” means the amount equal to the sum of (without duplication) (i) all indebtedness for borrowed money (including overdraft facilities) (whether short term or long term) excluding, without duplication, the amount of the cash portion of the Option Consideration, (ii) all obligations evidenced by notes, bonds, debentures or other similar instruments or debt securities, (iii) all obligations in respect of letters of credit and bankers’ acceptances, in each case, to the extent drawn, and excluding instruments supporting or guaranteeing any obligations of the Acquired Entities, (iv) all liabilities for the deferred or contingent purchase price of property, goods or services, including any earn-out type payments, (v) all indebtedness of others referred to in clauses (i) through (iv) above guaranteed by the Acquired Entities, (vi) any bonus or change of control payments that was declared, accrued or otherwise payable by the Acquired Entities prior to Closing but not paid as at the date of Closing and the employer portion of any payroll Taxes in connection therewith, (vii) all accrued interest, fees, prepayment, penalties or other similar obligations with respect to any of the foregoing clauses (i) through (vi), and (viii) all incentive compensation, bonuses, change of control, retention, or similar payments payable to consultants, directors, and employees of the Acquired Entities that are triggered as a result of the consummation of the Transactions and any unpaid bonuses pursuant to the Corporation’s incentive plan, including the employer portion of any payroll, social security, social charges or similar Taxes resulting from such items set forth in this clause (viii) and the Option Employer Payroll Taxes, of the Acquired Entities; the whole calculated in accordance with ASPE.

“Deductible” means CA$1,000,000.

“Disabling Code” means any clock, timer, counter, computer virus, invasive programs, worm, software lock, logic bombs, drop dead device, Trojan horse routine, trap door, time bomb, or any other codes, designs, routines or instructions that may be used to access, modify, replicate, distort, delete, damage or disable any hardware, software or system.

“Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Holdcos 2 and the Principals to the Purchaser.

“Dispute” has the meaning specified in Section 13.4.

“Draft Closing Statement” has the meaning specified in Section 2.6(a).

“Draft Return” has the meaning specified in Section 10.1(a).

“Einstein Property” means the property located at 2716 Einstein street, Quebec City (Quebec), G1P 4S8 that used to be owned by the Corporation and is now rented by the Corporation.

“Electronic Address” means an “electronic address” as defined in Anti-Spam Laws.

“Employee” means any full-time or part-time employee of the Corporation including any such employee on disability (long-term or short-term), workplace safety and insurance, pregnancy, parental or other statutory or approved leave.

“Employee Material Contracts” has the meaning specified in Section 3.42(a).

“Employee Pension Plans” has the meaning specified in Section 3.43(a).

“Employee Plans” has the meaning specified in Section 3.43(a) including the Option Plan.

“Environmental Laws” means all Laws relating to (a) the protection of human health or the environment, including those relating to pollution, waste, emissions, discharges, or releases of Hazardous Substances or any other solid, liquid, gas, odour, heat, sound, vibration, or radiation, (b) the protection and conservation of natural resources, including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic, terrestrial, avian or microbial species and vegetation, and (c) the manufacture, generation, handling, transport, transfer, labelling, packaging, sale, distribution, import, export, use, processing, treatment, recycling, storage, destruction, or disposal of, or exposure to, Hazardous Substances, and includes, in each case, any other criminal, civil, equitable, or common law principle concerning any act or omission relating to the environment or Hazardous Substances.

“Environmental Representations” has the meaning specified in Section 14.7(c).

“Escrow Adjustment Amount” means $1,000,000.

“Escrow Agent” means Citibank, N.A.

“Escrow Agreement” means the escrow agreement to be executed on the Closing Date by the Purchaser, the Sellers and the Escrow Agent with respect to the Escrow Amounts.

“Escrow Amounts” means the Escrow Adjustment Amount and the Indemnity Escrow Amount collectively.

“Estimated Net Debt” has the meaning specified in Section 2.5(b).

“Estimated Working Capital” has the meaning specified in Section 2.5(a).

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Rate” means, with respect to the conversion of Canadian dollars into US dollars on or for a particular day, the daily average exchange rate for the applicable currency exchange published by the Bank of Canada on or for such day, or if such day is not a Business Day for the Bank of Canada, on or for the immediately preceding Business Day.

“FDTX” means FDTX inc.

“Final Closing Statement” has the meaning specified in Section 2.6(e).

“Final Net Debt” has the meaning specified in Section 2.6(e).

“Final Working Capital” has the meaning specified in Section 2.6(e).

“Fraud” means fraud, intentional misrepresentation or deliberate or wilful misconduct of a Person.

“Fully Diluted Basis” means when performing a calculation, that effect is given to the issuance in full of any shares of the Corporation (on an as-converted basis) issuable pursuant to any existing rights of Persons to receive, or obligations of the Corporation to issue, any shares, including, without limitation, pursuant to any warrant, convertible debenture, share purchase plan or stock option plan of the Corporation.

“Fundamental Representations” means the representations and warranties set out in Sections 3.1 (Incorporation and Corporate Power), 3.2 (Corporate Authorizations), 3.3 (No Conflict With Authorizations, Laws, etc.), 3.6 (Execution and Binding Obligation), 3.7 (Authorized and Issued Capital), 3.8 (No Other Agreements to Purchase), 3.19 (Title to the Assets), 4.1 (Corporate Status), 4.2 (Corporate Authorizations), 4.3 (No Conflict With Authorizations, Laws, etc.), 4.6 (Execution and Binding Obligation), 4.7 (Title to Purchased Shares), 4.8 (No Other Agreements to Purchase), 5.1 (Corporate Status), 5.2 (Corporate Authorizations), 5.3 (No Conflict With Authorizations, Laws, etc.), 5.6 (Execution and Binding Obligation), 5.7 (Title to Purchased Shares), 5.8 (No Other Agreements to Purchase), 6.1 (Corporate Status), 6.2 (Corporate Authorizations), 6.3 (No Conflict With Authorizations, Laws, etc.), 6.6 (Execution and Binding Obligation), 6.7 (Authorized and Issued Capital), 6.8 (Title to FDTX Shares), 6.9 (No Other Agreements to Purchase), 7.1 (Corporate Status), 7.2 (Corporate Authorizations), 7.3 (No Conflict With Authorizations, Laws, etc.), 7.6 (Execution and Binding Obligation), 7.7 (Authorized and Issued Capital), 7.8 (Title to FDTX Shares), 7.9 (No Other Agreements to Purchase) and the corresponding representations and warranties set out in the certificates delivered pursuant to Section 12.1(a).

“Government Contract” means any Contract, including an individual task order, delivery order, purchase order, blanket purchase agreement, basic ordering agreement, and letter contract, between the Corporation and the U.S. Government or any other Governmental Authority, as well as any subcontract or other arrangement by which (i) the Corporation has agreed to provide goods or services to a prime contractor, to the Governmental Authority, or to a higher-tier subcontractor or (ii) a subcontractor or vendor has agreed to provide goods or services to the Corporation, where, in either event, such goods or services ultimately will benefit or be used by the Governmental Authority, including any closed Contract or subcontract as to which the right of the U.S. Government or a higher-tier contractor to review, audit, or investigate has not expired, the whole expressly excluding the agreement for the sale of commercial off the shelf components to any Government Authority that is not subject to a separate Government Contract.

“Government Bid” means any quote or proposal provided by the Corporation that may result in a Government Contract.

“Governmental Authority” means the government of Canada or any other nation, or of any political subdivision thereof, whether provincial, territorial, state, regional, municipal or local, and any department, agency, authority, instrumentality, regulatory body, central bank, court, commission, board, tribunal, bureau or other entity exercising executive, legislative, regulatory, judicial or administrative powers or functions under, or for the account of, any of the foregoing.

“Hazardous Substance” means any substance, chemical, mixture, or material, whether animate or inanimate, that is or may be harmful or hazardous to human, animal, or plant life, any property, any activity, or to the environment or any natural resources, and includes anything that is regulated under any Laws as a “contaminant”, “source of contaminant”, “pollutant”, “pesticide”, “fuel”, “deleterious substance”, “toxic substance”, “hazardous substance”, “hazardous material” “controlled substance”, “designated substance”, “domestic substance”, “non-domestic substance”, “priority substance”, “prohibited substance”, “substance subject to notification or consent”, “restricted substance”, “ozone-depleting substance”, “nuclear substance”, “hazardous product”, “dangerous good”, “waste”, “hazardous waste”, or “hazardous recyclable material”.

“Holdco 2 Coulombe” means Gestion DCJC 2 inc.

“Holdco 2 Kirouac” means Gestion FMSR 2 inc.

“Holdco 2 Lafrance” means Gestion GLMC 2 inc.

“Holdco 2 Simard” means Gestion Jeape 2 inc.

“Holdcos 2” means Holdco 2 Simard, Holdco 2 Kirouac, Holdco 2 Lafrance, and Holdco 2 Coulombe collectively.

“Holdco 3 Coulombe” means Gestion DC2021 inc.

“Holdco 3 Kirouac” means Gestion RK2021 inc.

“Holdco 3 Lafrance” means Gestion GLMCWill inc.

“Holdco 3 Simard” means Gestion AJS2020 inc.

“Holdcos 3” means Holdco 3 Simard, Holdco 3 Kirouac, Holdco 3 Lafrance, and Holdco 3 Coulombe collectively.

“Illustrative Calculation” means the illustrative calculation of the Purchase Price, Working Capital, the Net Debt and the Option Consideration attached as Exhibit A.

“Indemnified Person” has the meaning specified in Section 14.5(a).

“Indemnifying Party” has the meaning specified in Section 14.5(a).

“Indemnity Escrow Amount” means an amount equal to CA$1,000,000 which amount shall secure the Sellers’ indemnification obligations hereunder.

“Indemnity Escrow Release Date” has the meaning specified in Section 14.11.

“Information Technology” means all computer systems, communications systems, software (other than off-the-shelf software) and hardware, whether owned, used or licenced.

“Initial Notice” has the meaning specified in Section 13.5(a).

“Interim Financial Statements” means the unaudited balance sheet of the Corporation dated April 30, 2021 and the accompanying unaudited statements of income and cash flow for the 4 month period ended on April 30, 2021, a true, correct and complete copy of which has been provided to the Purchaser.

“Inventory” means all inventories of raw materials, work-in-process and finished goods and merchandise of the Corporation used, consumed or sold by the Corporation.

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

“Investment Canada Act Approval” means (a) if the Transactions are subject to review under Part IV of the Investment Canada Act, the Purchaser shall have received notification from the responsible Minister under the Investment Canada Act that such Minister is satisfied or is deemed to be satisfied that the Transactions are likely to be of net benefit to Canada, on terms and conditions satisfactory to the Purchaser, in its reasonable discretion, or (b) if following the submission of a notification under the Investment Canada Act, the Purchaser shall not have received notice from the responsible Minister under either subsection 25.2(1) of the Investment Canada Act or subsection 25.3(2) of the Investment Canada Act within the period prescribed by the Investment Canada Act or regulations made thereunder or, if the Purchaser has received such a notice, the Purchaser shall have subsequently received one of the following notices, as applicable: (i) under paragraph 25.2(4)(a) of the Investment Canada Act indicating that no order for the review of the Transactions will be made under subsection 25.3(1) of the Investment Canada Act, (ii) under paragraph 25.3(6)(b) of the Investment Canada Act indicating that no further action will be taken in respect of the Transactions, or (iii) under subsection 25.4(1) of the Investment Canada Act that the Governor in Council authorizes the completion of the Transactions, on terms and conditions satisfactory to the Purchaser, in its reasonable discretion.

“IP Representations” has the meaning specified in Section 14.7(d).

“Laws” means any and all (a) laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws, (b) judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings, instruments or awards of any Governmental Authority, and (c) policies, practices, standards, guidelines and protocols.

“Leased Properties” means the lands and premises listed and described in Section 3.23 of the Disclosure Letter by reference to their municipal address and proper legal description.

“Leases” means the leases and offers to lease in respect of the Leased Properties listed and described in Section 3.23 of the Disclosure Letter.

“LiDAR” means Light Detection and Ranging

“Lien” means (a) any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), privilege, easement, servitude, pre-emptive right or right of first refusal, ownership or title retention agreement, restrictive covenant or conditional sale agreement or option, imperfections of title or encroachments relating to real property, and (b) any other encumbrance of any nature or any arrangement or condition which, in substance, secures payment or performance of an obligation.

“M. Coulombe” means Daniel Coulombe.

“M. Kirouac” means Richard Kirouac.

“M. Lafrance” means Ghislain Lafrance.

“M. Simard” means Alain-Jacques Simard.

“Material Adverse Effect” means any result, occurrence, fact, change or event that, individually or in the aggregate, has or could reasonably be expected to have a materially adverse effect on (a) the business, assets, liabilities, capitalization, condition (financial or otherwise), results of operations or prospects of (i) the Acquired Entities taken as a whole; or (ii) the Purchaser; or (iii) the Guarantor, (b) the Seller’s ability to complete the Transactions, or (c) other than for reasons deriving from or arising as a consequence of the Purchaser and/or the Guarantor, the Purchaser’s ability to operate the Business immediately after Closing in the manner it was operated prior to Closing; provided, however, in no event will (y) the increase or decrease in the stock price of the Guarantor be deemed a Material Adverse Effect on its own; and (z) as of the date of this Agreement, any impact or restriction related to the COVID-19 pandemic be deemed a Material Adverse Effect.

“Material Contracts” means all Contracts identified hereafter currently binding on the Corporation, the Business or the Assets:

“Nasdaqco Share Price” means USD$10.00, subject to applicable adjustments in the case of any modification to the Nasdaqco Shares, including any stock split, stock consolidation or in kind distribution.

“Nasdaqco Shares” means shares of Class A Common Stock in the capital of the Guarantor which shares are traded on the Nasdaq Stock Exchange;

“Net Debt” means the aggregate of the Acquired Entities’ Debt minus the Acquired Entities’ Cash.

“Non Competition Agreement” means the non competition agreement to be executed on the Closing Date by the Non Institutional Sellers, the Principals, the Purchaser, the Guarantor and the Corporation pursuant to which the Non Institutional Sellers and the Principals will undertake not to compete with, nor solicit the clients, suppliers and employees of the Corporation after Closing.

“Non Institutional Sellers” means, collectively, the Holdcos 2 and M. Coulombe;

“Non Institutional Sellers’ Delegate” has the meaning specified in Section 1.13.

“Old Leases” means the leases in respect of the Einstein Property listed and described in Section 3.23 of the Disclosure Letter that are now expired and entered into between the Corporation as landlord and third parties.

“Option” means the right granted to a participant to the Option Plan to purchase Class B Shares in the capital of the Corporation in accordance with the provisions of the Option Plan.

“Option Added Value” has the meaning specified in the Option Settlement Agreement.

“Option Consideration” means (i) the Purchase Price as calculated under Section 2.2 hereof, but without taking into consideration sub-paragraphs (e) to (g) of said Section 2.2, (ii) multiplied by the number of shares underlying the outstanding Options, and (iii) divided by the total number of Participating Shares on a Fully Diluted Basis.

“Option Employer Payroll Charges” means the employer portion of any payroll, social security, social charges or similar Taxes resulting from any stock option taxable benefits that are triggered as a result of the consummation of the Transactions or estimated as of the Closing Time on any stock option taxable benefits that are accrued as of the Closing Time.

“Option Exercise Price” means the price at which an Option Holder can purchase Class B Shares upon exercise of an Option.

“Option Holder” means a participant to the Option Plan holding an Option.

“Option Plan” means the Employee Stock Option Plan adopted by the Corporation on September 7, 2017 as amended and restated thereafter.

“Option Settlement Agreement” means the Agreement to be entered into between the Corporation, the Purchaser, the Guarantor and those Option Holders who will execute such agreement concurrently with the Closing and pursuant to which such Option Holders will agree to the cancellation of some of their Options and to the assumption of the balance of their Options, in consideration for the Option Added Value as determined and settled in said Option Settlement Agreement.

“Ordinary Course” means, with respect to an action taken by a Person, that such action is or has been taken in the ordinary and usual course of the normal day-to-day operations of the Person or its business, as the case may be, and in a manner consistent with the past practices of such Person or its business.

“Outside Date” means the date that is three (3) months from the date hereof, or, in the event the Transactions are subject to review under Part IV of the Investment Canada Act, December 10, 2021.

“Participating Shares” means the Class A, Class AAA and Class B Shares in the capital of the Corporation.

“Parties” means the Sellers, the Purchaser, the Principals, the Guarantor and any other Person who may become a party to this Agreement.

“Past Owned Properties” means the lands and premises listed and described in Section 3.22 of the Disclosure Letter by reference to their municipal address and proper legal description.

“Paid-Out Creditor” means any creditor to be paid at the Closing, including those listed on Exhibit B.

“Permitted Liens” means (a) Liens for Taxes, assessments or governmental charges or levies which relate to obligations not yet due or delinquent, the validity of which are being contested in good faith by appropriate proceedings and for which adequate reserves have been made in the Books and Records, (b) easements, servitudes, encroachments and other minor imperfections of title which do not, individually or in the aggregate, detract from the value of or impair the use or marketability of, any real property and (c) undetermined or inchoate Liens arising or potentially arising under statutory provisions which have not at the time been filed or registered in accordance with applicable Laws or of which written notice has not been given in accordance with applicable Laws.

“Person” means a natural person, partnership, limited partnership, limited liability partnership, syndicate, sole proprietorship, corporation or company (with or without share capital), limited liability company, stock company, trust, unincorporated association, joint venture or other entity or Governmental Authority.

“Personal Information” means information about an identifiable individual other than such individual’s business contact information where such business contact information is collected, used or disclosed for the purposes of contacting such individual in that individual’s capacity as an employee or an official of an organization and for no other purpose.

“Post-Closing Tax Period” means any taxable period or portion of a taxable period that is not a Pre-Closing Tax Period.

“Pre-Closing Reorganization” means the transactions and steps carried out by the Sellers and the Acquired Entities set forth in Exhibit C.

“Pre-Closing Tax Period” means any taxation year or other Tax period ending on or prior to the Closing Time, or, in the case of a Straddle Period, the portion of a taxation year or other Tax period up to Closing Time.

“Principals” means Simard, Kirouac, Lafrance and Coulombe collectively.

“Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Act respecting the Protection of Personal Information in the Private Sector (Quebec, chapter P-39.1) and any similar Laws relating to the collection, use, disclosure or storage of Personal Information applicable in Canada.

“Proceeding” means any suit, litigation, arbitration, mediation, alternative dispute resolution procedure, claim, action, proceeding or hearing.

“Purchase Price” has the meaning specified in Section 2.2.

“Purchase Price Adjustment” has the meaning specified in Section 2.7(a).

“Purchased Shares” means all the shares held by the Holdcos 2 and M. Coulombe in the capital of the Holdcos 3, and all the shares held by BDCC in the capital of the Corporation, the whole as set forth in Exhibit D.

“Purchaser” has the meaning specified above the Recitals.

“Purchaser Indemnified Persons” has the meaning specified in Section 14.1.

“Reference Date” means April 30, 2021.

“Related Party” means, with respect to any specified Person, (a) any Affiliate of such specified Person, or any director, officer, general partner or managing member of such Person or such Affiliate (or any Person appointed in a similar capacity of such Affiliate), (b) any Person who serves or within the past three years has served as a director, officer or general partner of such specified Person or such Affiliate (or any Person appointed in a similar capacity of such specified Person or such Affiliate), (c) any other Person who holds, directly or through an Affiliate, any of the outstanding equity or ownership interests of such specified Person, or (d) any family member of such Person.

“Release” means any emission, addition, discharge, release, deposit, spraying, injection, abandonment, leeching, pumping, escape, migration, spill, leak, seepage, disposal, or exhausting of a Hazardous Substance and when used as a verb has a like meaning.

“R&W Costs” has the meaning specified in Section 9.13(ii).

“R&W Insurance Policy” means the representation and warranty insurance policy providing for coverage of $20,000,000 obtained by the Purchaser and bound as of the date of this Agreement as evidenced by the R&W Insurance Policy Binder attached as Annex I of this Agreement.

“R&W Insurance Provider” means Liberty Mutual Canada or such other insurance provider as may be selected by the Purchaser.

“Required Consents and Authorizations” means those Consents and Authorizations listed and described in Section 12.1(c) of the Disclosure Letter.

“Sanctioned Person” means any Person who is a designated target of Sanctions or is otherwise a subject of Sanctions, including as a result of being: (a) owned or controlled directly or indirectly by any Person which is a designated target of Sanctions, or (b) organized under the laws of any country that is subject to general or country-wide Sanctions, or any Person that is a “designated person”, “politically exposed foreign person” or “terrorist group” as described in any Laws relating to Sanctions.

“Sanctions” means any economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the Parliament of Canada, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union or any present or future member state thereof, the United Kingdom’s Her Majesty’s Treasury or any other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission.

“Secondary Breaches” has the meaning specified in Section 14.9(b)(i).

“Securities Act” means the Securities Act of 1933.

“Securities Laws” means the securities Laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder.

“Sellers” has the meaning specified above the Recitals and represents collectively all the sellers identified in the Recitals.

“Specific Indemnifications” means the specific indemnifications set out in Sub-Sections 14.1(b) to (f).

“Specified Material Contracts” means the Leases, the Employee Material Contracts, the Employee Plans and the Corporation IP Rights.

“Straddle Period” means any Tax period beginning before and ending after the Closing Date.

“Structures” has the meaning specified in Section 3.22(b).

“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (a) if a corporation, a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For these purposes, a Person or Persons are deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons are allocated a majority of partnership, association or other business entity gains or losses or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity.

“Target Working Capital” means $4,000,000.

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, each as amended.

“Tax Assessment” has the meaning specified in Section 14.6(a).

“Tax Authority” means the CRA, Revenu Québec, and any other Governmental Authority having taxing authority and their respective successors, if any.

“Tax Liabilities” means (a) any Taxes assessed against or imposed on any of the Acquired Entities with respect to any Pre-Closing Tax Period (b) any and all Taxes of any Person imposed on any of the Acquired Entities as a transferee or successor, pursuant to a Contract, pursuant to any Law or otherwise, which Taxes relate to an event or transaction occurring before the Closing; (c) all Taxes of Sellers, Option Holders, Principals or Trusts for any period, including as a result of the Transactions; (d) the employer’s share of any payroll, employment or similar Taxes required to be made with respect to the Option Plan or any taxable benefit of the Option Holders; (e) any and all Taxes on any prepaid amounts or advance payments received or deferred revenue accrued prior to the Closing but not due and payable until a taxation year or other Tax period after the Closing; and (f) any Taxes of the Acquired Entities with respect to a Pre-Closing Tax Period that are deferred to a Post-Closing Tax Period pursuant to any COVID-19 Law and (g) the costs of defending any Tax Return for a Pre-Closing Tax Period, in each case together with all costs and expenses relating thereto (including professional fees and expenses) but except to the extent such Taxes were taken into account in the calculation of Final Working Capital.

“Tax Proceeding” has the meaning specified in Section 14.6(b).

“Tax Returns” means all returns, reports, declarations, designations, elections, notices, filings, forms, statements and other documents (whether in written, electronic or other form) and any amendments, schedules, attachments, supplements, appendices and exhibits thereto, which have been prepared or filed or are required to be prepared or filed in respect of Taxes.

“Taxes” includes (a) any taxes, duties, assessments, imposts, fees, duties, withholdings, levies and other charges of any nature imposed by any Tax Authority and includes all interest, penalties, fines, additions to tax or other additional amounts imposed by any Tax Authority including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, withholding, business, property, occupancy, vacancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervailing and anti-dumping and all employment insurance, health insurance and Canada, Québec and other government pension plan and other employer plan premiums, contributions or withholdings and all other taxes and similar governmental charges of any kind imposed by any Governmental Authority and any amounts claimed or received under the Canada Emergency Wage Subsidy (CEWS), the Canada Emergency Rent Subsidy (CERS) and any other similar federal, provincial or territorial refund, rebate, subsidy or reduced remittance program or regime, and (b) any liability for the payment of any amounts of the type described in (a) above as a result of any express or implied obligation to indemnify any other Person.

“Third Party Claim” has the meaning specified in Section 14.5(a).

“Transaction Documents” means this Agreement, the Escrow Agreement, the Non Competition Agreements, the Option Settlement Agreement, the Lease Amendment of the Einstein Property Lease (attached hereto as Exhibit E) and all other agreements, certificates and other instruments or documents delivered or to be delivered pursuant to this Agreement.

“Transaction Personal Information” means Personal Information in the possession, custody or control of the Sellers or the Corporation, including Personal Information about the Employees, contractors, suppliers, customers, directors, officers or shareholders that is or will be (a) disclosed to the Purchaser prior to the Closing Date by the Sellers or the Corporation, or (b) collected by the Purchaser prior to the Closing Date from the Sellers or the Corporation, in either case in connection with the Transactions.

“Transactions” means the acquisition by the Purchaser of the Purchased Shares and the other transactions ancillary thereto as contemplated by this Agreement and the other Transaction Documents, all as further described and provided for herein.

“Treasury Regulations” means the regulations promulgated under the Code.

“US GAAP” means United States generally accepted accounting principles.

“US GAAP Financial Statements” has the meaning specified in Section 9.16.

“USD” means United States Dollars.

“U.S. Trade Laws” means any U.S. Law of any Governmental Authority concerning the import, export, or re-export of products, technology and/or services, and the terms and conduct of transactions and making or receiving of payments related to such import, export, or re-export, including, but not limited to, as applicable, the Laws administered or enforced by U.S. Customs and Border Protection, the U.S. Department of Commerce’s Bureau of Industry and Security, and/or the U.S. Department of Treasury’s Office of Foreign Assets Control.

“Working Capital” means, at any time, the positive or negative amount obtained by subtracting the Current Liabilities of the Acquired Entities from the Current Assets of the Acquired Entities calculated in accordance with ASPE; provided that certain Current Assets and Current Liabilities are to be included, excluded or otherwise modified in accordance with the methodology described in the Illustrative Calculation.

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, words importing the singular number only (including defined terms) include the plural and vice versa and words importing a gender include all genders and, in each case. the rest of any sentence including such words is to be construed as if the necessary grammatical changes had been made.

In this Agreement:

The inclusion of a table of contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect or be used in the construction or interpretation of this Agreement.

All monetary amounts in this Agreement, unless otherwise specified, are stated in Canadian currency.

Where any representation or warranty in this Agreement is expressly qualified by reference to the knowledge of the Holdcos 2, it shall be deemed to refer to the actual knowledge of any of the Holdcos 2, the Principals or the Corporation, after due inquiry, and without limiting the generality of the foregoing, the knowledge of the Corporation means the knowledge of each Principal and each executive of Corporation, after due inquiry, including to counsel.

All accounting and financial terms and references not defined in this Agreement are to be interpreted in accordance with ASPE.

Except as otherwise specifically provided in this Agreement, any reference to a statute in this Agreement refers to that statute and the rules, regulations and ministerial orders made under that statute and in effect on the date of this Agreement and on the Closing Date, as the same may, from time to time, be amended, re-enacted or replaced on or prior to the Closing Date.

The Parties and their counsel have participated jointly in the negotiation and drafting of this Agreement and each of the other Transaction Documents. If an ambiguity or a question of intent or interpretation arises, this Agreement and each of the other Transaction Documents are to be construed as if drafted jointly by the Parties. No presumption or burden of proof should arise in favour of any Party by virtue of the authorship of any provision of this Agreement or any of the other Transaction Documents.

Article 2
Purchased Shares and Purchase Price

Subject to the terms and conditions of this Agreement, the Sellers covenant and agree to sell, assign, transfer and deliver to the Purchaser and the Purchaser covenants and agrees to purchase and acquire from the Sellers on the Closing Date, the Purchased Shares.

The purchase price (the “Purchase Price”) payable by the Purchaser to the Sellers for the Purchased Shares shall be equal to:

An amount equal to 50% of the Closing Consideration, minus the Escrow Amounts (the “Closing Cash Consideration”) shall be paid by wire transfer of immediately available funds to the Sellers, and the other 50% of the Closing Consideration (the “Closing Share Consideration”) shall be discharged by the issuance and delivery to the Sellers of a number of Nasdaqco Shares equal to the Closing Share Consideration multiplied by the Exchange Rate as of the Closing Date divided by the Nasdaqco Share Price, as more fully described in Exhibit 2.3(a);

Purchaser and Sellers agree to allocate the Purchase Price (and any adjustments thereto) among the Purchased Shares in accordance with the provisions of Exhibit 2.4. The Parties agree to execute and file all of their own Tax Returns and prepare all of their own financial statements and other instruments on the basis of this allocation.

No later than 5 Business Days prior to the Closing Date, the Sellers and the Purchaser shall agree on the terms of a statement setting out:

Notwithstanding any provision hereof to the contrary, Purchaser shall be entitled to deduct and withhold from any and all payments under this Agreement such amounts as it is required to deduct and withhold with respect to such payments pursuant to applicable Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable recipients in respect of which such deduction and withholding was made. The requirements of this Section 2.9 shall apply whether such payments are payable to such recipients on or after the Closing Date. If any required withholding is not made with respect to any payment to be made pursuant to the terms of this Agreement, then such recipients shall make appropriate provision (and each such recipient hereby authorizes Purchaser, the Seller or the Corporation to take such action as may be appropriate in connection therewith) for payment of any appropriate withholding Taxes so that such withholding Taxes may be paid to the appropriate Tax Authority, and such amounts shall be treated for all purposes of this Agreement as having been paid to the applicable recipients in respect of which such deduction and withholding was made.

Article 3
Representations and Warranties of the Sellers

The Holdcos 2 and the Principals, jointly and severally, represent and warrant as follows (in this Article 3) to the Purchaser, as concerns the Corporation, as of the date hereof and as of the Closing and acknowledge and confirm that the Purchaser is relying upon such representations and warranties in entering into this Agreement and purchasing the Purchased Shares.

The Corporation is a corporation formed, organized and existing under the laws of its jurisdiction of organisation and has the corporate power and capacity to own and operate its property and assets, carry on its business and enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party.

The execution, delivery and performance by the Corporation of this Agreement and each of the other Transaction Documents to which it is a party (including the transfer of the Purchased Shares):

Except as set out in Section 3.3 of the Disclosure Letter, the execution, delivery and performance by the Corporation of this Agreement and each of the other Transaction Documents to which it is a party do not (or would not with the giving of written notice, the passage of time or the happening of any other event or circumstance):

There is no requirement for the Corporation to make any filing (other than Tax filings required under applicable Laws) with, give any written notice to, or obtain any Authorization of, any Governmental Authority as a result of, or in connection with, or as a condition to the lawful completion of, the Transactions except for the filings, notifications and Authorizations listed and described in Section 3.4 of the Disclosure Letter.

Except as set out in Section 3.5 of the Disclosure Letter, the execution, delivery and performance by the Corporation of this Agreement and each of the other Transaction Documents to which it is a party do not (or would not with the giving of written notice, the passage of time or to the knowledge of the Holdcos 2, the happening of any other event or circumstance):

This Agreement and each of the other Transaction Documents to which the Corporation is a party have been (or will be) duly executed and delivered by the Corporation and constitute (or will constitute upon such execution and delivery) legal, valid and binding obligations of the Corporation, enforceable against it in accordance with their respective terms.

The authorized capital of the Corporation is as described in Section 3.7 of the Disclosure Letter and all the shares related thereto have been duly issued and are outstanding as fully paid and non-assessable. The Purchased Shares represent all of the issued and outstanding securities in the capital of the Corporation. All of the Purchased Shares have been issued in compliance with all applicable Laws (including securities Laws). The Corporation is a private issuer (as such term is defined in Section 2.4 of Regulation 45-106 respecting Prospectus Exemptions (chapter V-1.1, r.21). Except as set out on Section 3.7 of the Disclosure Letter, there are no outstanding or authorized options, warrants, rights, contracts, pledges, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock of the Corporation or any obligation of the Corporation to issue or sell any shares of capital stock of, or any other interest in, the Corporation. Except as set out in Section 3.7 of the Disclosure Letter, the Corporation has no outstanding or authorized any stock appreciation, phantom stock or similar rights.

Except for the Purchaser’s rights under this Agreement, no Person has any written agreement, option, warrant, understanding or commitment or any right or privilege (whether by law, contractual or otherwise) capable of becoming such for the purchase, subscription, allotment or issuance of any of the unissued shares or other securities of the Corporation.

Except as may be effected in the Pre-Closing Reorganization, since the Reference Date, the Corporation has not declared or paid any dividends or declared or made any other distribution on the Purchased Shares or other securities of the Corporation and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of the Purchased Shares or other securities or agreed to do any of the foregoing.

A complete and accurate list of all of the directors and officers of the Corporation as at the date of this Agreement is set out in Section 3.10 of the Disclosure Letter.

Except as disclosed in Section 3.11 of the Disclosure Letter, the Corporation has never been a party to, subject to, or affected by, any unanimous shareholders’ agreement or declaration. There are no shareholders’ agreements, pooling agreements, voting trusts, promises or other similar agreements or understandings with respect to the ownership or voting or transfers of any of the securities of the Corporation.

Except as set out in Section 3.12 of the Disclosure Letter, the Corporate Records are complete and accurate and all corporate proceedings and actions reflected in the Corporate Records have been conducted or taken in compliance with all applicable Laws and with the articles and by-laws of the Corporation.

The Corporation has no Subsidiaries and has no right, title or interest (record or beneficial) to any securities or other ownership, equity or proprietary interests in any other Person or right of any kind to have any such security or equity interest issued.

The Corporation is qualified, licenced or registered to carry on business in the jurisdictions listed in Section 3.14 of the Disclosure Letter. Those jurisdictions include all jurisdictions where:

Except as set out in Section 3.15 of the Disclosure Letter, since the Reference Date, the Business has been carried on in the Ordinary Course. Except as set out in Section 3.15 of the Disclosure Letter without limiting the generality of the foregoing, the Corporation has not:

The Corporation is conducting and has conducted the Business in compliance with all applicable Laws (including all Environmental, health and safety Laws and other employment-related Laws) and there is no written allegation of non-compliance with any such Law. The Corporation and, to the knowledge of the Holdcos 2, each of its managers, officers, employees and agents (in their capacities as such) have complied with and are in compliance with all orders, decrees or judgments promulgated or issued by any Governmental Authority.

The Corporation holds, possesses or lawfully uses in the operation of the Business, all Authorizations which are necessary or desirable for it to conduct the Business or for the ownership and use of the Assets and the other property and assets used by the Corporation. A complete and accurate list of all such Authorizations is set out in Section 3.17 of the Disclosure Letter. Each such Authorization is valid, subsisting and in good standing, the Corporation is not in default or breach of any such Authorization and no proceedings are pending or, to the knowledge of the Holdcos 2, threatened to revoke or limit any such Authorization. All such Authorizations are renewable by their terms or in the Ordinary Course without the need for the Corporation to comply with any special rules or procedures, agree to any materially different terms or conditions or pay any amounts other than routine filing fees.

Except as set out on Section 3.19 of the Disclosure Letter, the Corporation has good and marketable title to all of the properties and assets (whether real, personal, movable, immovable or mixed and whether tangible or intangible) that it purports to own including all the properties and assets reflected as being owned by the Corporation on the balance sheet forming part of the Audited Financial Statements and Interim Financial Statements or otherwise in its Books and Records. The Corporation has legal and beneficial ownership of the Assets free and clear of all Liens other than Permitted Liens and the leases and CIBC Liens provided for in Section 3.19 of the Disclosure letter that are not required to be discharged at closing as provided for in subsection 11.2. To the knowledge of Holdcos 2, no other Person owns any assets which are being used in the Business except for the Leased Properties and personal or movable property leased to the Corporation pursuant to the Material Contracts.

No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege (whether by law, contractual or otherwise) capable of becoming such, for the purchase or other acquisition from the Corporation of any of the Assets other than pursuant to purchase orders for Inventory sold in the Ordinary Course.

The vehicles, equipment and other tangible personal and movable property owned, leased or otherwise used by the Corporation are in good operating condition having regard to their use and age and are adequate and suitable for use in the Ordinary Course as currently conducted. None of such vehicles, equipment or other property is in need of maintenance or repairs except for ordinary routine maintenance and repairs that are not material in nature or cost.

Section 3.26 of the Disclosure Letter includes a complete and accurate list of all Contracts with any Related Party of the Corporation which is binding upon or affects the Corporation and all such Contracts have been entered into on terms and conditions that would have been entered into by persons dealing at “arm’s-length” (within the meaning of the Tax Act). Any transactions between the Corporation and a Related Party are recorded on the Books and Records at their fair market value. Since the Reference Date, there has been no repayment, forgiveness or other release of a debt owed by or to a Related Party of the Corporation.

All Accounts Receivable of the Corporation are:

Any reserves provided for such accounts receivable in the financial Books and Records of the Corporation have been computed in accordance with ASPE applied on a consistent basis.

The Inventory is being maintained at levels appropriate for the continuation of the Business in the Ordinary Course. All Inventory has been identified and valued in accordance with ASPE applied on a consistent basis. The Inventory does not include any items which are obsolete, slow-moving, below standard quality, or of a quality or quantity not usable or saleable in the Ordinary Course, the value of which has not been written down in the Audited Financial Statements and the Interim Financial Statements in accordance ASPE applied on a consistent basis.

The Audited Financial Statements and the Interim Financial Statements have been prepared from and using the Books and Records in accordance with ASPE (except as to the absence of footnotes and subject to year-end adjustments with respect to the Interim Financial Statements) applied on a basis consistent with those of previous fiscal years, are complete and accurate in all material respects and present fairly in all material respects:

all as at the dates and for the periods specified in such statements. True, correct and complete copies of the Audited Financial Statements and the Interim Financial Statements have been provided to the Purchaser.

Except as set out and described in Section 3.34 of the Disclosure Letter or reflected or reserved against in the balance sheet forming part of the Audited Financial Statements and the Interim Financial Statements, the Corporation has no liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise, matured or unmatured) other than current liabilities and obligations incurred in the Ordinary Course since the Reference Date, which are recorded in the Books and Records and are not material in nature or amount.

Section 3.35 of the Disclosure Letter sets out a complete and accurate list showing:

True, correct and complete copies of all powers of attorney granted by the Corporation have been provided to the Purchaser.

Section 3.36 of the Disclosure Letter sets out a complete and accurate list of the ten largest customers and ten largest suppliers of the Corporation by dollar amount for the 12-month period ending December 31, 2020. Such list includes the value of the sales and purchases for each such customer and supplier during that time. No customer or supplier listed in Section 3.36 of the Disclosure Letter has indicated to the Corporation, that (a) for any such customers, it shall stop or decrease the volume of purchases of products or services from the Corporation, or (b) for any such suppliers, it shall stop or decrease the rate of supplying any products or services to the Corporation. To the knowledge of the Holdcos 2, the benefits of any relationship with customers or suppliers of the Corporation will continue after the Closing Date in substantially the same manner as prior to the date of this Agreement. No complaints on the level of service or quality of goods sold has been raised in writing by any of these customers.

The Assets, the Leased Properties and all other property and assets used in the Business are insured against loss or damage by all insurable hazards and risks on a replacement cost basis. Section 3.38 of the Disclosure Letter contains a complete and accurate list of insurance policies that are maintained by or on behalf of the Corporation and sets out, in respect of each policy, a description of the type of policy, the name of insurer, the coverage, the expiration date, the annual premium and any pending claims. Such insurance policies are in full force and effect following the consummation of the Transaction and are the type and are sufficient for compliance with all applicable Laws and Material Contracts to which the Corporation is a part or by which it is bound. The Corporation is not in default with respect to any of the provisions contained in the insurance policies and has not failed to give any written notice or to present any written claim under any insurance policy in a due and timely fashion. Except as set out in Section 3.38 of the Disclosure Letter, in the past three years, there has been no change in the relationship of the Corporation with its insurers, the availability of coverage, or the premiums payable pursuant to the policies. Section 3.38 of the Disclosure Letter contains a complete and accurate description of all written claims, with reasonable particulars, made under any policies of insurance maintained by or for the benefit of the Corporation in the past three years. True, correct and complete copies of all insurance policies held by or on behalf of the Corporation and the most recent inspection reports received from insurance underwriters have been delivered to the Purchaser.

Except as set out in Section 3.39 of the Disclosure Letter, there are no actions, suits or Proceedings, at law or in equity, by any Person (including the Corporation), nor any arbitration, administrative or other proceeding by or before (or to the knowledge of the Holdcos 2 any investigation by) any Governmental Authority, current or pending, or, to the knowledge of the Holdcos 2, threatened against or affecting the Corporation, any of its officers or directors (in their capacity as such), the Purchased Shares, the Business, any of the Assets, the Leased Properties or any other property or assets used by the Corporation. To the knowledge of the Holdcos 2, no event has occurred or circumstance exists which could reasonably be expected to give rise to, or serve as a valid basis for, the commencement of any action, suit, proceeding, arbitration or investigation by or against the Corporation, any of its officers or directors (in their capacity as such), the Purchased Shares, the Business, any of the Assets, the Leased Properties or any other property or assets used by the Corporation. Except as set out in Section 3.39 of the Disclosure Letter, in the past ten years, the Corporation has not been subject to any judgment, order or decree entered in any lawsuit or proceeding nor has the Corporation settled any written claim prior to being sued or prosecuted or a judgment being given in respect of it.

other than, in each case, in the Ordinary Course. Adequate provision has been made in the Books and Records for all Taxes payable for all Pre-Closing Tax Periods.

True, correct, complete and up-to-date copies of the Employee Material Contracts and the Corporation’s general employment agreement template have been provided to the Purchaser.

Each Employee Plan that is required to be registered under applicable Laws is duly registered with the appropriate Governmental Authorities.

and to the knowledge of the Holdcos 2, no fact, condition or circumstances exists or has occurred since the date of those documents which would materially affect or change the information contained in them.

The enterprise value of the Corporation being acquired, that is to say the market capitalization of the Corporation plus its total liabilities excluding its ordinary course liabilities, minus the Corporation’s cash and cash equivalents, as calculated in accordance with the Investment Canada Act, is less than $1.043 billion, which is the applicable threshold for the Purchaser as a WTO Investor under Section 14.1 of the Investment Canada Act.

The Corporation does not have assets in Canada or gross revenue from sales in or from Canada greater than $93,000,000 as calculated in accordance with the Competition Act.

None of the Corporation and its directors, officers and the Principals has (i) any direct or indirect interest in any firm, corporation, association or business enterprise which competes with, is a customer or sales agent of or is engaged in any business of the kind being conducted by the Corporation; or (ii) any interest, direct or indirect, in any Contract with, commitment or obligation of or to, or Claim against the Corporation.

The Corporation has not incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement or any of the other Transaction Documents.

Article 4
Representations and Warranties of Holdcos 2, the Principals and the Trusts

Each Holdco 2, jointly with its applicable Principal and Trust, and severally and not jointly with each other Holdco 2, gives the following representations and warranties as of the date hereof and as of the Closing Date, as to themselves only, and acknowledges and confirms that the Purchaser is relying upon the representations and warranties in entering into this Agreement and purchasing the Purchased Shares (it being understood for more clarity that a particular Holdco 2 and its applicable Principal does not give representations and warranties on the other Holdcos 2 and their Principals and Trust, as applicable). For the purposes of this Article 4, Mr. Simard is Holdco 2 Simard’s Principal, Mr. Kirouac is Holdco 2 Kirouac’s Principal, Mr. Lafrance is Holdco 2 Lafrance’s Principal and Mr. Coulombe is Holdco 2 Coulombe’s Principal. For purposes of this Article 4, the Simard Trust is the applicable Trust for Holdco 2 Simard and the Lafrance Trust is the applicable Trust for Holdco 2 Lafrance.

Holdco 2 is a corporation formed, organized and existing under the laws of its jurisdiction of organization and has the corporate power and capacity to own and operate its property and assets, carry on its business and enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party.

The execution, delivery and performance by Holdco 2 of this Agreement and each of the other Transaction Documents to which it is a party (including the transfer of the Purchased Shares):

Holdco 2’s Principal has attained the age of majority and has the legal capacity and competence to enter into and perform all of his obligations in this Agreement. Each Trust has authority to enter into and perform all obligations in this Agreement.

The execution, delivery and performance by Holdco 2 and its Principal and Trust, if applicable, of this Agreement and each of the other Transaction Documents to which they are a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance):

There is no requirement for Holdco 2, its Principal or Trust to make any filing, give any notice, or obtain any Authorization or Consent as a result of, or in connection with, or as a condition to the lawful completion of the Transactions.

The execution, delivery and performance by Holdco 2,its Principal and Trust, of this Agreement and each of the other Transaction Documents to which they are a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance):

This Agreement and each of the other Transaction Documents to which Holdco 2 and/or its Principal and Trust is a party have been (or will be) duly executed and delivered by Holdco 2 and/or its Principal and Trust, as the case may be, and constitute (or will constitute upon such execution and delivery) legal, valid and binding obligations of Holdco 2 or its Principal and Trust, as applicable, enforceable against them in accordance with their respective terms.

The Purchased Shares described in Section 4.7 of the Sellers’ Disclosure Letter of the Agreement and attributed to Holdco 2 and M. Coulombe will, at Closing, be owned by Holdco 2 and M. Coulombe as the registered and beneficial owner thereof with good and valid title thereto, free and clear of all Liens including pre-emptive rights, rights of first refusal or “put” or “call” rights created by statute, articles or otherwise. Upon completion of the Transactions, the Purchaser will have legal and beneficial and good and valid title to such Purchased Shares sold by Holdco 2 and M, Coulombe, free and clear of all Liens other than those created by the Purchaser.

At Closing, except for Purchaser’s rights under this Agreement, no Person will have any agreement, option or warrant, or any right or privilege (whether by Law or by Contract) capable of becoming such, for the purchase or acquisition from Holdco 2 and M. Coulombe of its Purchased Shares.

Holdco 2,its Principal and Trust are not non-residents of Canada within the meaning of the Tax Act.

There are no actions, suits or Proceedings, at law or in equity pending, or to the knowledge of Holdco 2, threatened against or affecting such Holdco 2 or its Principal and/or Trust which would adversely affect such Holdco 2’s and its Principal’s and Trust’s performance under this Agreement, the Transaction Documents or other agreements contemplated hereby to which such Holdco 2 and/or its Principal and Trust is a party or the consummation of the transactions contemplated hereby.

Article 5
Representations and Warranties of BDCC

BDCC gives the following representations and warranties as of the date hereof and as of the Closing Date, as to itself, and acknowledges and confirms that the Purchaser is relying upon the representations and warranties in entering into this Agreement and purchasing the Purchased Shares:

BDCC is a corporation formed, organized and existing under the laws of Canada and has the corporate power and capacity to own and operate its property and assets, carry on its business and enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party.

The execution, delivery and performance by BDCC of this Agreement and each of the other Transaction Documents to which it is a party (including the transfer of the Purchased Shares) :

The execution, delivery and performance by BDCC of this Agreement and each of the other Transaction Documents to which it is a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance) :

There is no requirement for BDCC to make any filing, give any notice, or obtain any Authorization or Consent as a result of, or in connection with, or as a condition to the lawful completion of the Transactions.

The execution, delivery and performance by BDCC of this Agreement and each of the other Transaction Documents to which it is a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance):

This Agreement and each of the other Transaction Documents to which BDCC is a party have been (or will be) duly executed and delivered by BDCC and constitute (or will constitute upon such execution and delivery) legal, valid and binding obligations of BDCC enforceable against it in accordance with their respective terms.

The Purchased Shares described in Section 5.7 of the Sellers’ Disclosure Letter and attributed to BDCC are owned by BDCC as the registered and beneficial owner thereof with good and valid title thereto, free and clear of all Liens including pre-emptive rights, rights of first refusal or “put” or “call” rights created by statute, any articles or otherwise. Upon completion of the Transactions, the Purchaser will have legal and beneficial and good and valid title to the Purchased Shares sold by BDCC, free and clear of all Liens other than those created by the Purchaser.

Except for Purchaser’s rights under this Agreement, no Person has any written or oral agreement, option or warrant, or any right or privilege (whether by Law or by Contract) capable of becoming such, for the purchase or acquisition from BDCC of its Purchased Shares.

BDCC is not a non-resident of Canada within the meaning of the Tax Act.

There are no actions, suits or Proceedings, at law or in equity pending, or to the knowledge of BDCC, threatened against or affecting BDCC which would adversely affect BDCC’s performance under this Agreement, the Transaction Documents or other agreements contemplated hereby to which BDCC is a party or the consummation of the transactions contemplated hereby.

Article 6
Representations and Warranties of Holdcos 2 and the Principals on Holdcos 3

Each Holdco 2, jointly with its applicable Principal, and severally and not jointly with each other Holdco 2, gives the following representations and warranties as of the date hereof and as of the Closing Date, as to its related Holdco 3, and acknowledges and confirms that the Purchaser is relying upon the representations and warranties in entering into this Agreement and purchasing the Purchased Shares (it being understood that a particular Holdco 2 and its Principal does not give representations and warranties with respect to the other Holdcos 3). For the purposes of this Article 6, Holdco 3 Simard is related to M., Simard and Holdco 2 Simard, Holdco 3 Kirouac is related to Mr. Kirouac and Holdco 2 Kirouac, Holdco 3 Lafrance is related to Mr. Lafrance and Holdco 2 Lafrance and Holdco 3 Coulombe is related to Mr. Coulombe and Holdco 2 Coulombe.

Holdco 3 is a corporation formed, organized and existing under the laws of its jurisdiction of organization and has the corporate power and capacity to own and operate its property and assets, carry on its business and enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party.

The execution, delivery and performance by Holdco 3, of this Agreement and each of the other Transaction Documents to which it is a party (including the transfer of the Purchased Shares) :

The execution, delivery and performance by Holdco 3, of this Agreement and each of the other Transaction Documents to which it is a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance) :

There is no requirement for Holdco 3 to make any filing, give any notice, or obtain any Authorization or Consent as a result of, or in connection with, or as a condition to the lawful completion of the Transactions, other than Tax filings required under applicable Laws.

The execution, delivery and performance by Holdco 3, of this Agreement and each of the other Transaction Documents to which it is a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance):

This Agreement and each of the other Transaction Documents to which Holdco 3 is a party have been (or will be) duly executed and delivered by Holdco 3, and constitute (or will constitute upon such execution and delivery) legal, valid and binding obligations of Holdco 3, as the case may be, enforceable against it in accordance with their respective terms.

The authorized capital of Holdco 3 is as described in Section 6.7 of the Sellers’ Disclosure Letter and all the shares related thereto have been duly issued and are outstanding as fully paid and non-assessable. They represent all of the issued and outstanding securities in the capital of Holdco 3. All of such shares have been issued in compliance with all applicable Laws (including securities Laws). Holdco 3 is a private issuer (as such term is defined in Section 2.4 of Regulation 45-106 respecting Prospectus Exemptions (chapter V-1.1, r.21). Except as set out on Section 6.7 of the Sellers’ Disclosure Letter, there are no outstanding or authorized options, warrants, rights, contracts, pledges, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock of Holdco 3 or any obligation of Holdco 3 to issue or sell any shares of its capital stock. Except as set out in Section 6.7 of the Sellers’ Disclosure Letter, Holdco 3 has no outstanding or authorized any stock appreciation, phantom stock or similar rights.

The FDTX Shares described in Section 6.8 of the Sellers’ Disclosure Letter and attributed to Holdco 3 will, at Closing, be owned by Holdco 3 as the registered and beneficial owner thereof with good and valid title thereto, free and clear of all Liens including pre-emptive rights, rights of first refusal or “put” or “call” rights created by statute, articles or otherwise.

At Closing, except for the Purchaser’s rights under this Agreement, no Person will have any written or oral agreement, option, warrant, understanding or commitment or any right or privilege (whether by law, contractual or otherwise) capable of becoming such for:

Other than under the Pre-Closing Reorganization, since the Reference Date, Holdco 3 has not declared or paid any dividends or declared or made any other distribution on the shares or other securities held by its shareholders and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of their shares or other securities or agreed to do any of the foregoing.

A complete and accurate list of all of the directors and officers of Holdco 3 as at the date of this Agreement is set out in Section 6.11 of the Sellers’ Disclosure Letter.

Except as disclosed in Section 6.12 of the Sellers’ Disclosure Letter, Holdco 3 has never been a party to, subject to, or affected by, any unanimous shareholders’ agreement or declaration. There are no shareholders’ agreements, pooling agreements, voting trusts, promises or other similar agreements or understandings with respect to the ownership or voting or transfers of any of the securities of Holdco 3.

The Corporate Records of Holdco 3 are complete and accurate and all corporate proceedings and actions reflected in the Corporate Records have been conducted or taken in compliance with all applicable Laws and with the articles and by-laws of Holdco 3.

Except for FDTX, Holdco 3 has no Subsidiaries and has no right, title or interest (record or beneficial) to any securities or other ownership, equity or proprietary interests in any other Person or right of any kind to have any such security or equity interest issued.

Holdco 3 is conducting and has conducted its operation in compliance with all applicable Laws and, to knowledge of Holdco 2, there is no allegation of non-compliance with any such Law. Holdco 3 and its managers, officers, employees and agents (in their capacities as such) have complied with and are in compliance with all orders, decrees or judgments promulgated or issued by any Governmental Authority.

All accounting and financial Books and Records of Holdco 3 have been fully, properly and accurately kept and are complete in all material respects. Such Books and Records are not recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which are not or will not be available to Holdco 3 in the Ordinary Course after Closing.

Holdco 3 has no assets, liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise, matured or unmatured) other than its shares of FDTX.

Section 6.19 of the Sellers’ Disclosure Letter sets out a complete and accurate list showing:

True, correct and complete copies of all powers of attorney granted by Holdco 3 have been provided to the Purchaser.

There are no actions, suits or Proceedings, at law or in equity, by any Person, nor any arbitration, administrative or other proceeding by or before (or, to the knowledge of the Holdco 2, any investigation by) any Governmental Authority, current or pending, or, to the knowledge of the Holdco 2, threatened against or affecting Holdco 3, any of its officers or directors (in their capacity as such) or the FDTX Shares. No event has occurred or circumstance exists which could reasonably be expected to give rise to, or serve as a valid basis for, the commencement of any action, suit, proceeding, arbitration or investigation by or against Holdco 3, any of its officers or directors (in their capacity as such) or the FDTX Shares. Holdco 3 has not been subject to any judgment, order or decree entered in any lawsuit or proceeding and has not settled any claim prior to being sued or prosecuted or a judgment being given in respect of it.

Holdco 3 has not incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement or any of the other Transaction Documents.

Since its incorporation, Holdco 3:

Article 7
Representations and Warranties of Holdcos 2 and the Principals on FDTX

The Holdcos 2 and the Principals, collectively and jointly and severally, give the following representations and warranties as of the date hereof and as of the Closing, as to FDTX, and acknowledge and confirm that the Purchaser is relying upon the representations and warranties in entering into this Agreement and purchasing the Purchased Shares.

FDTX is a corporation formed, organized and existing under the laws of its jurisdiction of organization and has the corporate power and capacity to own and operate its property and assets, carry on its business and enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party.

The execution, delivery and performance by FDTX, of this Agreement and each of the other Transaction Documents to which it is a party (including the transfer of the Purchased Shares) :

There is no requirement for FDTX to make any filing, give any notice, or obtain any Authorization or Consent as a result of, or in connection with, or as a condition to the lawful completion of the Transactions, other than Tax filings required under applicable Laws.

The execution, delivery and performance by FDTX, of this Agreement and each of the other Transaction Documents to which it is a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance) :

This Agreement and each of the other Transaction Documents to which FDTX is a party have been (or will be) duly executed and delivered by FDTX, and constitute (or will constitute upon such execution and delivery) legal, valid and binding obligations of FDTX, as the case may be, enforceable against it in accordance with their respective terms.

The authorized capital of FDTX is as described in Section 7.7 of the Sellers’ Disclosure Letter and all the shares related thereto have been duly issued and are outstanding as fully paid and non-assessable. They represent all of the issued and outstanding securities in the capital of FDTX. All of such shares have been issued in compliance with all applicable Laws (including securities Laws). FDTX is a private issuer (as such is defined in Section 2.4 of Regulation 45-106 respecting Prospectus Exemptions (chapter V-1.1, r.21). Except as set out on Section 7.7 of the Sellers’ Disclosure Letter, there are no outstanding or authorized options, warrants, rights, contracts, pledges, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock of FDTX or any obligation of FDTX to issue or sell any shares of its capital stock. Except as set out in Section 7.7 of the Sellers’ Disclosure Letter, FDTX has no outstanding or authorized any stock appreciation, phantom stock or similar rights.

The Corporation Shares described in Section 7.8 of the Sellers’ Disclosure Letter and attributed to FDTX are owned by FDTX as the registered and beneficial owner thereof with good and valid title thereto, free and clear of all Liens including pre-emptive rights, rights of first refusal or “put” or “call” rights created by statute, articles or otherwise.

Except for the Purchaser’s rights under this Agreement, no Person has any written or oral agreement, option, warrant, understanding or commitment or any right or privilege (whether by law, contractual or otherwise) capable of becoming such for :

Since the Reference Date, FDTX has not declared or paid any dividends or declared or made any other distribution on the shares or other securities held by its shareholders and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of their shares or other securities or agreed to do any of the foregoing.

A complete and accurate list of all of the directors and officers of FDTX as at the date of this Agreement is set out in Section 7.11 of the Sellers’ Disclosure Letter.

Except as disclosed in Section 7.12 of the Sellers’ Disclosure Letter, FDTX has never been a party to, subject to, or affected by, any unanimous shareholders’ agreement or declaration. There are no shareholders’ agreements, pooling agreements, voting trusts, promises or other similar agreements or understandings with respect to the ownership or voting or transfers of any of the securities of FDTX.

Except as set out in Section 3.12 of the Disclosure Letter, the Corporate Records of FDTX are complete and accurate and all corporate proceedings and actions reflected in the Corporate Records have been conducted or taken in compliance with all applicable Laws and with the articles and by-laws of FDTX.

Except for the Corporation, FDTX has no Subsidiaries and has no right, title or interest (record or beneficial) to any securities or other ownership, equity or proprietary interests in any other Person or right of any kind to have any such security or equity interest issued.

FDTX is conducting and has conducted its operation in compliance with all applicable Laws and, to the knowledge of the Holdcos 2, there is no allegation of non-compliance with any such Law. FDTX and its managers, officers, employees and agents (in their capacities as such) have complied with and are in compliance with all orders, decrees or judgments promulgated or issued by any Governmental Authority.

All accounting and financial Books and Records of FDTX have been fully, properly and accurately kept and are complete in all material respects. Such Books and Records are not recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which are not or will not be available to FDTX in the Ordinary Course after Closing.

The unaudited Financial Statements as of June 30, 2021 of FDTX (the “FDTX Financial Statements”), as applicable, have been prepared from and using the Books and Records in accordance with ASPE applied on a basis consistent with those of previous fiscal years, are complete and accurate in all material respects and present fairly in all material respects:

True, correct and complete copies of such financial statements have been provided to the Purchaser.

Except as reflected or reserved against in the balance sheet forming part of FDTX Financial Statements, FDTX has no liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise, matured or unmatured).