2071827 ALBERTA LTD.

- and -

CAMARY HOLDINGS LTD.

- and -

ROCOR HOLDINGS LTD.

October 3, 2017

TABLE OF CONTENTS

Page

ARTICLE I INTERPRETATION 2

1.1 Defined Terms     2

1.2 Knowledge     12

1.3 Disclosure Letter     12

1.4 Governing Law     12

1.5 Currency     12

1.6 Interpretation Not Affected by Headings or Party Drafting     12

1.7 Certain Phrases     13

1.8 Number and Gender     13

1.9 Statutes     13

ARTICLE II PURCHASE AND SALE TERMS 13

2.1 Purchase and Sale     13

2.2 Purchase Price     13

2.3 Payment of Estimated Purchase Price     14

2.4 Deposit     14

2.5 Final Closing Statement     15

2.6 Post-Closing Purchase Price Adjustments     16

2.7 Section 56.4 Election     17

2.8 Allocation of Purchase Price     17

2.9 Employee Share Agreements     18

2.10 Real Property Agreement     18

2.11 Net Tax Refunds     18

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE VENDORS 18

3.1 Corporate Status and Qualifications     18

3.2 Corporate Authorization and Approval     19

3.3 Execution and Binding Obligation     19

3.4 No Conflict with Constating Documents, Authorizations and Laws     19

3.5 No Conflict with Contracts     20

3.6 Required Authorizations     20

3.7 Required Contractual Consents and Approvals     20

3.8 Authorized and Issued Capital     20

3.9 No Other Purchase Agreements or Commitments for Securities     21

3.10 Shareholders' Agreements, etc.     21

3.11 Corporate Records     21

3.12 Filings     22

3.13 Subsidiaries and Other Interests     22

3.14 Partnerships or Joint Ventures     22

3.15 Financial Statements     22

3.16 Financial Records     23

3.17 No Liability     23

3.18 Off-Balance Sheet Arrangements     23

3.19 Indebtedness     23

3.20 Accounts Receivable     23

3.21 Banks Accounts and Safety Deposit Boxes     23

3.22 Conduct of Business in the Ordinary Course     24

3.23 Authorizations     26

3.24 Compliance with Laws     27

3.25 Compliance with Anti-Corruption Laws     27

3.26 Compliance with Anti-Money Laundering Laws     27

3.27 Compliance with Economic Sanctions / Trade Laws     27

3.28 Title to Assets     28

3.29 Sufficiency of Assets     28

3.30 Condition of Assets     28

3.31 Operation of Assets     28

3.32 No Other Purchase Agreements or Commitments for Assets     28

3.33 No Outstanding Acquisitions     29

3.34 Leases of Personal Property     29

3.35 Leases of Real Property     29

3.36 Owned Real Property     30

3.37 Work Orders and Deficiencies     30

3.38 Material Contracts     31

3.39 Material Contracts in Good Standing     32

3.40 Other Contracts in Good Standing     32

3.41 Intellectual Property     33

3.42 Employees     35

3.43 Employment Agreements     36

3.44 Labour Matters and Employment Standards     36

3.45 Employee Benefit and Pension Plans     37

3.46 Tax Matters     38

3.47 Environmental Matters     40

3.48 Customers and Suppliers     41

3.49 Warranties and Claims     42

3.50 Inventory     42

3.51 Litigation     42

3.52 Insurance     43

3.53 Privacy Laws and Transferred Information     43

3.54 Non-Arm's Length Matters     44

3.55 Government Assistance     44

3.56 Competition Act     44

3.57 No Solvency or Reorganization Proceedings     45

3.58 Brokerage and Finder's Fees     45

3.59 Canadian Real Property     45

3.60 Authority and Approval of Vendors     46

3.61 Execution and Binding Obligation of Vendors     46

3.62 Required Authorizations and Consents of Vendors     46

3.63 Vendors' Ownership of Purchased Shares     46

3.64 No Conflict with Constating Documents, Contracts, Authorizations and Laws     46

3.65 No Other Agreements to Purchase from Vendors     47

3.66 Residence of Vendors     47

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 47

4.1 Corporate Status and Authorization and Approval     47

4.2 Execution and Binding Obligation     47

4.3 No Conflict with Constating Documents, Authorizations, Contracts and Laws     48

4.4 Required Authorizations     48

4.5 Competition Act     48

ARTICLE V SURVIVAL OF REPRESENTATIONS AND WARRANTIES 48

5.1 Survival of Representations and Warranties of the Vendors     48

5.2 Survival of Representations and Warranties of the Purchaser     49

ARTICLE VI COVENANTS OF THE PARTIES 49

6.1 Access     49

6.2 Conduct of Business During the Interim Period     50

6.3 Notice of Untrue Representation or Warranty or Material Adverse Change     52

6.4 Actions to Satisfy Closing Conditions     53

6.5 Transfer of Purchased Shares     53

6.6 Request for Consents     53

6.7 Transfer of Personal Information     53

6.8 Confidentiality     54

6.9 Escrow Agreement     54

6.10 Tax Returns     54

6.11 Canadian Real Property     55

6.12 R&W Insurance Policy     55

6.13 Commercial General Liability Insurance     55

6.14 Non-Competition Agreements     55

6.15 Board Representation     55

6.16 Interim Financial Statements     55

6.17 Financing Cooperation     55

6.18 Amalgamation     56

6.19 Severance Obligations     57

6.20 No Actions Taken to Affect the Bump     57

ARTICLE VII CONDITIONS 57

7.1 Conditions to the Obligations of the Purchaser     57

7.2 Waiver or Termination by Purchaser Upon Unfilled Condition     59

7.3 Conditions to the Obligations of the Vendors     59

7.4 Waiver or Termination by Vendors Upon Unfilled Condition     60

ARTICLE VIII CLOSING PROCESS AND DELIVERABLES 60

8.1 Date, Time and Place of Closing     60

8.2 Closing Deliverables     60

ARTICLE IX INDEMNIFICATION 62

9.1 Indemnity by the Vendors     62

9.2 Indemnity by the Purchaser     62

9.3 Limitations to Indemnity by the Vendors     63

9.4 Other Limitations on Liability     63

9.5 Provisions Relating to Indemnity Claims     65

9.6 Materiality     67

ARTICLE X TERMINATION 67

10.1 Rights of Termination     67

10.2 Effect of Termination     68

ARTICLE XI GENERAL PROVISIONS 69

11.1 Announcements     69

11.2 Further Assurances     69

11.3 Dispute Resolution and Submission to Jurisdiction     69

11.4 No Shop     69

11.5 Time of the Essence     69

11.6 Remedies Cumulative     69

11.7 Notices     70

11.8 Counterparts     71

11.9 Expenses     72

11.10 Successors and Assigns     72

11.11 Third-Party Beneficiaries     72

11.12 Entire Agreement     72

11.13 Waiver     72

11.14 Amendments     72

11.15 Severability     73

11.16 Non-Merger     73

SHARE PURCHASE AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 3, 2017,

BETWEEN:

CAMARY HOLDINGS LTD. , a body corporate incorporated under the laws of the Province of Alberta

(" Camary ")

AND:

ROCOR HOLDINGS LTD. , a body corporate incorporated under the laws of the Province of Alberta

(" Rocor " and collectively with Camary, the " Vendors ")

AND:

2071827 ALBERTA LTD. , a body corporate incorporated under the laws of Alberta.

(the " Purchaser ")

WHEREAS:

NOW THEREFORE, in consideration of the respective 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 I
INTERPRETATION

Whenever used in this Agreement or the Disclosure Letter, the following terms have the following meanings:

" 2016 Reorganization " means all of the transactions undertaken by EmployeeCo, the Corporation, Camary and Rocor in any way connected to the series of transactions that involved the wind-up of the CCI Partnership, including but not limited to any transfers of property, redemptions of shares and payments of dividends between these parties;

" Accounts Receivable " means all accounts receivable, trade receivables, book debts and other amounts due or accruing due to the Corporation and its Subsidiaries, less any allowance or reserve for doubtful accounts, calculated in accordance with GAAP;

" Acquisition " has the meaning set out in Recital C;

" Aircraft " has the meaning set out in 7.1(h).

" Aircraft Employees " has the meaning set out in 9.4(c)(iv);

" Affiliate " means any Person which, directly or indirectly, controls, is controlled by or is under common control with another Person, and for the purpose of this definition, "control" (including with correlative meanings, the terms "controlled by" or "under common control") means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of voting securities, by contract or otherwise;

" Ancillary Agreements " means, collectively, the Employee Share Agreements, Real Property Agreement, Executive Employment Agreements, Management Employment Agreements, Non-Competition Agreements and Escrow Agreement;

" Anti-Corruption Laws " means: (a) the Foreign Corrupt Practices Act of 1977 (United States); (b) the Corruption of Foreign Public Officials Act (Canada); (c) the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997; and (d) such other applicable anti-corruption or anti-bribery Laws issued, administered or enforced by any Governmental Authority;

" Anti-Money Laundering Laws " means the applicable anti-money laundering Laws issued, administered or enforced by any Governmental Authority, including the (a) Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (b) Patriot Act of 2001 (Pub. L. No. 107-56) (United States); (c) Money Laundering Control Act of 1986 (United States), as amended; and (d) U.S. Currency and Foreign Transaction Reporting Act of 1970 ;

" Arm's Length " shall be determined in accordance with the terms of the Tax Act;

" Assets " means all of the Corporation's property and assets of every nature and kind, wherever located;

" Authorization " means, with respect to any Person, any order, approval, consent, waiver, license, permit (including Environmental Permits), registration, clearance, qualifications or similar authorization of or by any Governmental Authority having jurisdiction over such Person;

" Benefit Plans " has the meaning set out in Section 3.45;

" BNAS 2011 Transaction " means the transaction for the sale of goods described in Section 9.4(c)(iii) of the Disclosure Letter.

" Buildings and Fixtures " means all buildings, structures, systems used in any building or structure, and fixtures located on the Leased Premises and Owned Real Properties;

" Business " has the meaning as set out in Recital B;

" Business Day " means any day other than a day which is a Saturday, a Sunday or a day on which banks in Edmonton, Alberta or San Marcos, Texas are generally not open for business;

" Canadian Real Property " means the real property set out in Section 1.1A of the Disclosure Letter;

" CCI Partnership " means the predecessor entity to the Corporation, which was dissolved following a 2016 reorganization whereby the Corporation became the sole remaining partner;

" Closing " has the meaning set out in Section 8.1;

" Closing Date " means: (a) the later of: (i) October 30, 2017; and (ii) the date that is five Business Days following the day on which the last of the conditions to Closing as set out in Article VII has been satisfied or waived by the appropriate Party, or (b) such earlier or later date as the Parties may agree upon in writing, but in no event later than the Outside Date;

" Closing Time " means 10:00 a.m. (Mountain Daylight Time) on the Closing Date;

" Commissioner " means the Commissioner of Competition appointed under the Competition Act or any Person authorized to exercise the powers and perform the duties of the Commissioner of Competition;

" Competing NDAs “has the meaning set out in Section 3.38(m);

" Competition Act " means the Competition Act, R.S.C. 1985, c. C-34;

" Condition " means, with respect to any Person, the condition of the assets, liabilities, operations, activities, earnings, prospects, affairs and financial position of that Person;

" Confidentiality Agreement " means the Confidentiality Agreement dated April 28 , 2017 between the Corporation and Purchaser attached as Section 1.1B of the Disclosure Letter;

" Confidential Information " shall be broadly construed to mean all information that the Vendors or the Corporation provide to Purchaser or that the Purchaser provides to the Corporation or the Vendors in connection with the Acquisition whether or not disclosed and/or received before or after the date of this Agreement (for purposes of this paragraph only, the Party receiving Confidential Information shall be referred to as the " Recipient " and such other Party shall be referred to as the " Disclosing Party "), and regardless of the form or manner (including, without limitation, whether written, oral, or disseminated by electronic means) in which the information is communicated to the Recipient. Without limiting the generality of the foregoing, any idea, finding, research, data, specification, process, technique, algorithm, know-how, invention, design, plan, drawing, sketch, product schematic, document, manual, report, study, photograph, sample, program, source code, prototype, supply or distribution arrangement, customer list, price list, product description, business method, business plan, marketing plan or financial information of the Disclosing Party or of any of its Affiliates, together with any information that describes or relates in any way to the composition, process, manufacture, design or operation of the Products (as defined below) and all documents or materials prepared by or on behalf of the Recipient containing, based on, generated or derived, in whole or in part, from any such information, shall be deemed to be Confidential Information irrespective of the form or manner of its communication or whether it has been designated "Confidential Information." Notwithstanding the foregoing, the term "Confidential Information" as used herein shall not include, and this Agreement shall not be construed as restricting the Recipient's right to disclose or use for any purpose, any information: (a) that, at the time of disclosure or thereafter, is publicly available other than as a result of its disclosure by the Recipient; (b) at the time of disclosure and as shown by written records, was already known by the Recipient without a breach of the Recipient’s obligations under this Agreement; (c) was or becomes available to the Recipient on a non-confidential basis from a person not otherwise bound by a confidentiality agreement with the Disclosing Party and without breach of the Recipient’s obligations under this Agreement; or (d) is independently developed by the Recipient (as evidenced by its written records) without violation of any rights that the Disclosing Party may have in such information, including without limitation any rights or protections inuring to the benefit of the Disclosing Party pursuant to this Agreement. For the purposes of this paragraph, " Products " shall mean all products and technologies developed, manufactured or marketed from time to time by the Disclosing Party, together with any component thereof, and any products, devices, theories or applications of any of the foregoing, or deriving from such product, whether or not patented or patentable, together with all technology and know-how associated therewith, and is intended to be broadly construed.

" Contract " means any legally binding oral or written contract, agreement, arrangement, indenture, transaction, lease, license, deed of trust, sales order, purchase order, instrument, understanding, undertaking or other commitment;

" Corporate Records " has the meaning set out in Section 3.11;

" Corporate Intellectual Property " has the meaning set out in Section 3.41(a)(i);

" Corporation " means CCI Thermal Technologies Inc., a body corporate incorporated under the laws of Alberta;

" Current Assets " means the Corporation’s Accounts Receivable, Inventory, prepaid expenses, deposits, and income, sale and other tax receivables, in each case calculated in accordance with GAAP and applied on a basis consistent with past practice, but excluding: (a) cash and cash equivalents, to the extent such amounts exceed $2,000,000 in aggregate; (b) Accounts Receivable from Related Parties; (c) prepaid income taxes; and (d) deferred Tax assets;

" Current Liabilities " means accounts payable, accrued liabilities, bonuses payable, taxes payable, deferred revenue, and other accrued liabilities of the Corporation, in each case calculated in accordance with GAAP and applied on a basis consistent with past practice, but excluding: (a) corporate taxes payable; (b) accounts payable from Related Parties; and (e) any amounts treated as Vendors’ Transaction Expenses;

" Disclosure Letter " means the written disclosure letter delivered by the Vendors to the Purchaser and dated the date of this Agreement;

" Dispute " has the meaning set out in Section 11.3;

" Economic Sanctions/Trade Laws " means all applicable Laws relating to anti-terrorism, the importation of goods, export controls, economic restrictions or sanctions, trade embargoes, and other similar restrictive measures imposed by a Governmental Body, including (a) the U.S. Department of State, the U.S. Department of Commerce and the U.S. Treasury Department (including the Office of Foreign Assets Control ("OFAC")); (b) the United Nations; and (c) prohibited or restricted international trade and financial transactions and lists maintained by any applicable Governmental Authority;

" Employee Share Agreements " means the agreements to be entered into concurrently with this Agreement for the purchase by the Purchaser from the Employees of the Employee Shares;

" Employee Shareholders " means all the shareholders of the Corporation other than the Vendors as identified in Section 3.8 of the Disclosure Letter;

" Employee Shares " means the 599,550 Class “B” Common Shares and 154,812 Class “C” Common Shares in the capital of the Corporation owned by the Employee Shareholders, as more particularly identified in Section 3.8 of the Disclosure Letter;

" EmployeeCo " means CCI Thermal Technologies Employee Inc., a predecessor by amalgamation of the Corporation which was, at the time of amalgamation, a body corporate incorporated under the laws of Alberta;

" Encumbrances " means mortgages, charges, pledges, security interests, liens, encumbrances, actions, options, rights and claims, adverse interests, acquisition rights of the Vendors or Third Parties, demands and equities of any nature, whatsoever or howsoever arising, and any rights or privileges capable of becoming any of the foregoing;

" Environment " means the natural components of the earth and includes: (a) air, land and water; (b) all layers of the atmosphere; (c) all organic and inorganic matter and living organisms; and (d) the interacting natural systems that include components referred to in subsections (a) to (c) of this definition;

" Environmental Laws " means all Laws, now or hereafter in force or existence in Canada, the United States and elsewhere (whether federal, provincial, territorial, state, municipal or local, including any requirement or obligation under the common law), relating to the protection and preservation of the Environment, occupational health and safety, product safety, product liability, or the sale, handling, storage, discharge, Release or transportation of Hazardous Substances that are applicable to the Corporation;

" Environmental Permits " includes all orders, permits, certificates, approvals, consents, registrations and licenses issued by any Governmental Authority under Environmental Laws;

" Escrow Agent " means Miller Thomson LLP;

" Escrow Agreement " means the escrow agreement to be executed concurrently with this Agreement between the Escrow Agent, the Purchaser and the Vendors in the form as set out in Section 1.1C of the Disclosure Letter;

" Estimated Closing Statement " has the meaning set out in Section 2.2(c);

" Estimated Purchase Price " has the meaning set out in Section 2.2(c);

" Executive Employment Agreements " means the employment agreements to be dated as of the Closing Date between the Corporation (on the one hand) and each of the individuals listed on Section 1.1D of the Disclosure Letter (on the other hand) in such form to be mutually agreed upon prior to Closing;

" Final Closing Statement " has the meaning set out in Section 2.5(a);

" Final Purchase Price " has the meaning set out in Section 2.6(a);

" Financial Adjustment Time " means 11:59 p.m. on the day preceding the Closing Date;

" Financial Statements " means collectively the FY16 Audited Financial Statements and the FY17 Unaudited Financial Statements;

" Financing " means any and all financing required by Purchaser to enable its payment of the balance of the Purchase Price to the Vendors in cash at the Closing Time.

" Financing Commitment Letter " means the commitment letter, dated as of the date of this Agreement, by and among the Purchaser and the lenders, arrangers and agents party thereto, together with all exhibits, schedules, annexes and amendments thereto.

" Financing Sources " means the financing sources providing and/or arranging the Financing and shall include, for the avoidance of doubt, the financing sources party to the Financing Commitment Letter and any of their respective former, current, or future general or limited partners, direct or indirect shareholders or equityholders, managers, members, directors, officers, employees, Affiliates, representatives or agents or any former, current or future general or limited partner, direct or indirect shareholder or equityholder, manager, member, director, officer, employee, Affiliate, representative or agent of any of the foregoing.

" Fundamental Representations and Warranties " has the meaning set out in Section 5.1(c);

" FY16 Audited Financial Statements " means the audited financial statements of the Corporation as at and for the fiscal year ended July 31, 2016 a copy of which is set out in Section 3.15(A) of the Disclosure Letter.

" FY17 Audited Financial Statements " means the audited financial statements of the Corporation as at and for the fiscal year ended July 31, 2017, a copy of which will be delivered to the Purchaser prior to Closing.

" FY17 Unaudited Financial Statements " means the unaudited financial statements of the Corporation as at and for the fiscal year ended July 31, 2017 a copy of which is set out in Section 3.15(B) of the Disclosure Letter.

" GAAP " means the generally accepted accounting principles for private enterprises (commonly referred to as ASPE) as set out in Part II of the CPA Canada Handbook – Accounting, as applicable, at the relevant time applied on a consistent basis;

" Governmental Authority " means any: (a) multinational, federal, provincial, territorial, state, municipal, local or other government, governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (b) subdivision or authority of any of the foregoing; (c) stock-exchange; or (d) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

" Government Assistance Programs " has the meaning set out in Section 3.55;

" Hazardous Substance " means any pollutant, substance, dangerous substance, toxic substance, hazardous material, hazardous substance, waste, hazardous waste, dangerous good or contaminant, whether natural or artificial, including any other material or substances as defined in or regulated by any Environmental Law now or hereafter in effect and including all breakdown substances, including asbestos, lead, petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas or synthetic fuels), polychlorinated biphenyls, radon gas and other radioactive materials;

" Hovey Litigation " means Hovey Industries (2005) Inc. and 6369081Canada Inc. v. CCI Thermal Technologies Inc. and Gregor Harris filed in the Ontario Superior Court of Justice in July 2017 and any other claim or proceeding related to the subject matter thereof.

" Indemnified Party " means any of the Vendors' Indemnified Parties or the Purchaser's Indemnified Parties;

" Indemnifying Party " has the meaning set out in Section 9.5(a);

" Indemnity Claim " has the meaning set out in Section 9.5;

" Independent Accountant " means an accounting firm of recognized national standing in Canada which is independent of the Parties and appointed by the mutual agreement of the Parties. If the Parties are unable to agree on the Independent Accountant within the prescribed time period then the Independent Accountant will be Ernst & Young or, in the event of a conflict, PricewaterhouseCoopers;

" Intellectual Property " means any and all intellectual property (whether foreign or domestic, registered or unregistered) owned by the Corporation including: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice) and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and re-examinations thereof; (b) all trademarks, trade-names, trade dress, logos, business names, corporate names, domain names, uniform resource locators (URL's) and the internet websites related thereto, and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith; (c) all copyrightable works of authorship, all copyrights and all applications, registrations and renewals in connection therewith; (d) all designs, industrial designs, design patents and all applications, registrations and renewals in connection therewith; (e) all proprietary or technical information, including all trade secrets, processes, procedures, know-how, show-how, formulae, methods, data, compilations, databases and the information contained therein, together with all business and financial information relating to the Corporation; (f) all computer software (including all source code, object code and related documentation); and (g) any industrial or intellectual property that may exist, arise or be embodied in those items set out in Section 3.41 of the Disclosure Letter, together with: (i) all copies and tangible embodiments of the foregoing referred to in subsections (a) to (g) (in whatever form or medium); (ii) all improvements, modifications, translations, adaptations, refinements, derivations and combinations thereof; and (iii) all Intellectual Property Rights related thereto;

" Intellectual Property Rights " means any right or protection existing from time to time in a specific jurisdiction, whether registered or not, under any patent law or other invention or discovery law, copyright law, performance or moral rights law, trade-secret law, confidential information law, trade-mark law, trade-name law, unfair competition law or other industrial, intellectual property or similar laws (including legislation by competent Governmental Authorities and judicial decisions under common law or equity);

" Interim Financial Statements " means the unaudited, non-consolidated financial statements of the Corporation for each completed one-month period from August 1, 2017 through the Closing Date;

" Interim Period " means the period from and including the date of this Agreement and ending as at the Closing Time;

" Inventory " has the meaning set out in Section 3.50;

" I.P. Licenses " has the meaning set out in Section 3.41(c)(i);

" Laws " means the general principles of common law, civil law and equity, and all applicable: (a) laws, statutes, codes, ordinances, decrees, treaties, resolutions, rules, regulations and municipal by-laws; (b) regulatory judgments, orders, decisions, rulings or awards of any Governmental Authority; and (c) to the extent they have the force of law, any policies, guidelines and notices of any Governmental Authority, as from time to time in force and effect and whether binding on or affecting the Person referred to in the context in which the word is used;

" Leased Premises " has the meaning set out in Section 3.35;

" Legal Proceeding " means any litigation, action, suit, prosecution, audit, investigation, hearing, inquiry, claim, demand, formal grievance, notice of non-compliance or defect, citation, directive, legal charge, arbitration proceeding or other legal notice or legal proceeding, judgment, order or decree, and includes any appeal or review and any application for appeal or review of any of the foregoing;

" Letter of Intent " means the letter of intent dated August 22, 2017 between the Vendors and the Purchaser, as may from time to time be amended or extended;

" Liabilities " means obligations, liabilities, debts, claims, actions, settlement payments, indemnities, awards, judgments, fines, penalties, interest, damages, losses, all Taxes, costs (including remediation costs) and expenses (including reasonable fees, charges and disbursements of legal counsel, consultants, expert witnesses, accountants and other professionals and including any other costs incurred in investigating, defending or pursuing any Legal Proceeding), deficiencies and other charges, whether accrued, absolute, contingent or otherwise;

" Losses " means any losses, damages, liabilities, injuries, costs, penalties, fines, awards or expenses (including reasonable legal expenses) or deficiencies of any kind or nature, whether direct or indirect suffered or incurred by an Indemnified Party excluding any such losses, damages, etc., that are not reasonably foreseeable as of the date of this Agreement by the Indemnifying Party except where awarded against an Indemnified Party pursuant to a Third Party Claim, in which case such losses, damages, etc., will be included;

" Management Employment Agreements " means the employment agreements to be dated as of the Closing Date between the Corporation (on the one hand) and each of the individuals listed on Section 1.1E of the Disclosure Letter (on the other hand) in such form to be mutually agreed upon prior to Closing;

" Material Adverse Change " means any change, effect, fact, circumstance, occurrence or event that, individually or in the aggregate, is, or could reasonably be expected to be, materially adverse to the Business, operations, assets, properties, cash flow, earnings, liabilities, capitalization, condition (financial or otherwise) or prospects of the Corporation;

" Material Contracts " has the meaning set out in Section 3.38;

" Non-Competition Covenants " has the meaning set out in Section 2.7;

" Non-Competition Agreements " means the non-competition and non-solicitation agreements to be dated as of the Closing Date between each of the individuals and entities listed on Section 6.14 of the Disclosure Letter (on the one hand) and the Purchaser (on the other hand) each to be for the duration set forth across from his/her/its name and in such form to be mutually agreed upon prior to Closing;

" Notice " has the meaning set out in Section 11.7(a);

" Objection " has the meaning set out in Section 2.5(b);

" Ordinary Course " means with respect to an action taken by any Person, that such action is consistent in nature and scope with the past practices of such Person, and is taken in the ordinary course of the normal day-to-day operations of the business of such Person;

" Outside Date " means November 30, 2017;

" Owned Real Property " has the meaning set out in Section 3.36;

" Parties " means the Purchaser and the Vendors;

" Permitted Encumbrances " means the Encumbrances set out in Section 1.1F of the Disclosure Letter;

" Person " includes any individual, corporation, limited liability company, unlimited liability company, body corporate, partnership, limited partnership, limited liability partnership, firm, joint venture, syndicate, association, capital venture fund, trust, trustee, executor, administrator, legal personal representative, estate, government, Governmental Authority and any other form of entity or organization, whether or not having legal status;

" Personal Information " means information about an identifiable individual that is regulated by Privacy Laws and collected, used or disclosed by the Corporation, but does not include the individual’s name, position name or title, work address, work telephone number, work fax number or work electronic address;

" Personal Property Leases " has the meaning set out in Section 3.33;

" Privacy Laws " means all Laws relating to the collection, use, disclosure and storage of Personal Information, including the Personal Information Protection Act (Alberta) and Personal Information Protection and Electronic Documents Act (Canada);

" Pro Rata Basis " means a pro rata basis in accordance with each of the Vendors' interest in the Purchased Shares;

" Property Transfer Date " means, in respect of each parcel of real property comprising the Canadian Real Property, the date that parcel is transferred to the Corporation as contemplated by Section 6.11;

" Purchase Price " has the meaning set out in Section 2.2(a);

" Purchase Price Adjustments " has the meaning set out in Section 2.2(a);

" Purchased Shares " means all of the issued and outstanding shares in the share capital of the Corporation;

" Purchaser's Indemnified Parties " means the Purchaser and its Affiliates (including from and after the Closing Time, the Corporation) and their respective successors, assigns, directors, officers, employees and agents or any of them;

" Purchaser’s Transaction Expenses " has the meaning set out in Section 11.9;

" Purchaser's Counsel " means Bennett Jones LLP;

" Qualifying Claim " shall mean a single claim for Losses that is of a value of not less than $15,000;

" R&W Insurance Policy " has the meaning set out in Section 6.11;

" R&W Insurance Terms " means those terms as set out in Section 6.11 of the Disclosure Letter;

" Real Property Agreement " means the agreement to be entered into in connection with this Agreement for the purchase by the Purchaser from WPP of the Canadian Real Property;

" Real Property Leases " has the meaning set out in Section 3.35;

" Related Party Obligations " means all liabilities (including amounts payable and all liabilities which are accruing but not payable) owing by the Corporation to Related Parties, including the Vendors, the officers, directors and shareholders of the Vendors and WPP;

" Related Parties " means, in reference to any Person: (a) its Affiliates, successors and permitted assigns; (b) any Person with whom the first Person does not (or is deemed to not) deal at Arm's Length; and (c) its directors;

" Release " has the meaning prescribed in any Environmental Law and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance into the Environment;

" Representatives " means directors, officers, employees, agents, consultants, legal counsel, accountants and environmental advisors;

" Shortfall Amount " has the meaning set out in Section 2.6(a);

" Subsidiaries " has the meaning set out in Section 3.1(a) of the Disclosure Letter;

" Target Working Capital Amount " means Thirty-Three Million, Eight Hundred Ninety-Seven Thousand, Six Hundred and Thirteen Canadian Dollars ($33,897,613);

" Tax Act " means the Income Tax Act (Canada);

" Tax Returns " means all returns, reports, declarations, statements, bills, elections, notices, designations, schedules, forms or written information of, or in respect of, Taxes that are, or are required to be, filed with or supplied to any Governmental Authority;

" Taxes " means all national, federal, state, provincial, territorial, county, municipal, local or foreign taxes, duties, imposts, levies, assessments, reassessments, tariffs and other charges imposed, assessed or collected by a Governmental Authority including: (a) any gross income, net income, gross receipts, business, royalty, capital, capital gains, goods and services, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, license, profits, windfall profits, environmental, payroll, employment, employer health, pension plan, anti-dumping, countervail, excise, severance, stamp, occupation, or premium tax; (b) all withholdings on amounts paid to or by the relevant person; (c) all employment insurance premiums, Canada or Québec Pension Plan premiums and any other pension plan contributions or premiums; and (d) any fine, penalty, interest, or addition to tax imposed by any Governmental Authority;

" Third Party " means any Person other than the Parties and their respective Affiliates;

" Third Party Debt " means the total sum of all operating debt, long‑term debt, vehicle loans, capital lease obligations and any other long‑term liabilities (including, in each case, the current portion thereof) of the Corporation owing to any Third Party, to the extent any such item is a "liability" in accordance with GAAP and is not otherwise captured in the calculation of Related Party Obligations;

" Third Party Claim " has the meaning set out in Section 9.5(b);

" Transferred Information " means the Personal Information to be disclosed or conveyed to the Purchaser or any of its Representatives by or on behalf of the Vendors or the Corporation in connection with the Acquisition, and includes all such Personal Information as is disclosed to the Purchaser and its Representatives during the period leading up to and including the completion of the Acquisition;

" Vendors' Counsel " means Miller Thomson LLP;

" Vendors' Indemnified Parties " means the Vendors and their respective directors, officers, employees and agents (as applicable) or any of them;

" Vendors’ Shares " means all of the issued and outstanding shares in the share capital of the Corporation legally and beneficially owned by the Vendors. For the avoidance of doubt, the Vendors’ Shares include the 6,339,016 Class "A" common shares and 10,889 Class "D" preferred shares held by the Vendors as described in Section 3.8 of the Disclosure Letter;

" Vendors’ Transaction Expenses " has the meaning set out in Section 11.9;

" Working Capital " means Current Assets less Current Liabilities as illustrated in Section 1.1H of the Disclosure Letter; and

" WPP " means Whitemud Place Properties Inc. , a body corporate incorporated under the laws of Alberta.

Where any fact, event or condition in this Agreement is expressly qualified by reference to the knowledge of the Vendors, such knowledge will be deemed to mean the actual conscious awareness of such fact, event or condition of the officers or directors of any of the Vendors or the actual knowledge of the officers, directors or Harold Roozen, Catherine Roozen, Bernie Moore, Chris Donnelly, Garth Wideman or Alejandro Maldonado, and the knowledge that could have been obtained by any such reasonably prudent person in the position of such Persons following a reasonable due and diligent inquiry into the relevant subject matter.

The Vendors confirm that they have made a reasonable due and diligent inquiry of such Persons as they consider necessary and advisable as to the matters that are the subject of the representations, warranties and agreements contained in this Agreement.

The Disclosure Letter is incorporated into this Agreement and forms an integral part of the Agreement.

This Agreement, and, to the extent no choice of law is specified therein, the Ancillary Agreements and any documents delivered in connection with this Agreement will be governed by and construed, interpreted and enforced in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

Unless otherwise indicated, all dollar amounts referred to in this Agreement are stated in Canadian currency.

The division of this Agreement into Articles and Sections, and the insertion of headings are for convenience of reference only and are not to affect the construction or interpretation of this Agreement. The Parties acknowledge that their respective legal counsel have reviewed and participated in settling the terms of this Agreement, and the Parties agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party will not be applicable in the interpretation of this Agreement.

In this Agreement:

In this Agreement, unless the context otherwise requires, words importing the singular number include the plural and vice versa . Words importing the use of any gender includes all genders, including the neutral gender "it".

Unless otherwise provided for in this Agreement, any reference to statutes or regulations in this Agreement refer to such statutes or regulations as amended or replaced from time to time.

ARTICLE II     
PURCHASE AND SALE TERMS

On the terms and subject to the fulfillment of the conditions in this Agreement, at the Closing Time the Vendors agree to sell, assign and transfer the Vendors’ Shares to the Purchaser, and the Purchaser agrees to purchase the Vendors’ Shares from the Vendors, free and clear of all Encumbrances. Concurrently with the execution of this Agreement, Purchaser will enter into an agreement with each of the Employee Shareholders to purchase the Employee Shares from the Employee Shareholders, free and clear of all Encumbrances, such that Purchaser acquires all of the Purchased Shares at the Closing Time.

Contemporaneous with the execution and delivery of this Agreement, Purchaser shall pay to the Vendors, Five Million Canadian Dollars ($5,000,000.00) (the " Deposit ") by way of wire transfer in immediately available funds to the Escrow Agent, as an earnest money deposit against the payment of the Purchase Price and, in connection therewith, the Vendors, Purchaser and Escrow Agent have entered into the Escrow Agreement. The Deposit is to be dealt with as follows:

The Purchaser and the Vendors intend that the conditions set out in Subsection 56.4(7) of the Tax Act have been met such that Subsection 56.4(5) of the Tax Act applies to any "restrictive covenants" (as defined in Subsection 56.4(1) of the Tax Act) granted by each of the Vendors pursuant to the Non-Competition Agreement (in this Section 2.7, the " Non-Competition Covenants "). For greater certainty:

Notwithstanding the foregoing, nothing in this Section 2.7 will diminish, limit or derogate from the validity or enforceability of any of the Non-Competition Covenants and the Vendors agree that they will not assert or claim that this Section 2.7 diminishes, limits or derogates from the validity or enforceability of such Non-Competition Covenants in any manner whatsoever. The Purchaser will, within five Business Days of a written request from a Vendor to do so, make jointly with a Vendor one or more elections pursuant to or in respect of Subsection 56.4(7) of the Tax Act in the required manner and using a form prescribed for such purposes (if applicable) and otherwise reasonably acceptable to their respective counsels, as will cause Subsection 56.4(5) of the Tax Act to apply to the Non-Competition Covenants granted by the Vendor. Such election will reflect that the Parties have allocated no consideration to the restrictive covenant. Provided that the Purchaser complies with this Section 2.7, Purchaser will have no Liability to the Vendors or otherwise with respect to the Tax consequences associated with any such election.

The Purchase Price, as adjusted, will be allocated among the Vendors’ Shares in the manner provided in Section 2.8 of the Disclosure Letter. If and to the extent the Purchase Price is adjusted after the Closing as contemplated in Section 2.2 (or otherwise pursuant to this Agreement), then the allocation of the Purchase Price among the Vendors’ Shares will also be adjusted in proportion with the allocation provided in Section 2.8 of the Disclosure Letter.

In addition, a current purchase price allocation is attached as Section 2.8 to the Disclosure Letter, which includes an allocation of the Purchase Price among the US and Canadian assets of the Corporation. For clarity, the purchase price allocation is inclusive of the transactions contemplated by the Employee Share Agreements and the Real Property Agreement. The Vendors and the Purchaser must each complete all Tax Returns, designations and elections in a manner consistent with the final purchase price allocation and otherwise follow the final allocation for all Tax purposes on and subsequent to the Closing Date and not take any position inconsistent with the final purchase price allocation. If such allocation is disputed by any taxation or Governmental Authority, the Party receiving notice of such dispute will promptly notify the other Party and the Parties will use commercially reasonably efforts to sustain the final purchase price allocation. The Parties will share information and cooperate to the extent reasonably necessary to permit the Acquisition and transactions contemplated by the Ancillary Agreements to be properly, timely and consistently reported.

Concurrently with the execution of this Agreement, the Purchaser will enter into the Employee Share Agreement with the Employee Shareholders, whereby the Employees will agree to sell and the Purchaser will agree to purchase, concurrently with the purchase and sale of the Vendors’ Shares, all of the Employee Shares for an aggregate purchase price of $22,956,217.

At Closing, the Purchaser will enter into the Real Property Agreement with WPP whereby WPP will agree to sell to the Purchaser, concurrently with the purchase and sale of the Vendors’ Shares, all of the Canadian Real Property for a purchase price of $31,060,000. Vendors’ Counsel shall hold the $31,060,000 purchase price of the Canadian Real Property in favor of WPP on trust conditions that it not be released to WPP until the transfer of the Canadian Real Property to the Purchaser, free and clear of all Encumbrances, other than Permitted Encumbrances, has been completed in accordance with Section 6.11.

The Parties agree that any net Tax refund due to the Corporation or any Subsidiary, and relating to any taxation year of the Corporation, EmployeeCo or a Subsidiary that ends on or before the Closing Date, shall be received by the Corporation on account of the Vendors and Employee Shareholders as an adjustment to the Purchase Price and any such refund received by the Corporation shall be paid to the Vendors’ Counsel for the benefit of the Vendors and Employee Shareholders on a Pro-Rata basis within 10 Business Days of receipt thereof by the Corporation. Any net Tax payable by the Corporation or any Subsidiary, and relating to any taxation year of the Corporation, EmployeeCo or a Subsidiary that ends on or before the Closing Date, shall be an expense of the Vendors and the Employee Shareholders on a Pro-Rata basis as an adjustment to the Purchase Price, and shall be paid to the Purchaser by the Vendors’ within 10 Business Days of a written request for such payment.

ARTICLE III     
REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Each Vendor represents and warrants to the Purchaser: (a) severally with respect to the representations and warranties regarding the Corporation as set out in Sections 3.1 to 3.59; and (b) severally, as to itself only, with respect to the representations and warranties regarding the Vendors as set out in Sections 3.60 to 3.66, and each Vendor acknowledges and confirms that the Purchaser is relying upon such representations and warranties in connection with its acquisition of the Purchased Shares.

The board of directors of the Corporation has or will have by Closing taken all necessary corporate actions, steps and other proceedings to approve and authorize the transfer of the Purchased Shares to the Purchaser. The Corporation and each of its Subsidiaries has good and sufficient right and authority to enter into all agreements and transactions to which it is a party in connection with the Acquisition and to perform all obligations under such agreements and transactions.

This Agreement, and as of the Closing Time, each of the Ancillary Agreements to which the Corporation or a Subsidiary thereof is a party and all other agreements to which the Corporation or a Subsidiary thereof is a party in connection with the Acquisition, have been duly executed and delivered by the Corporation or such Subsidiary (as applicable) and each such agreement constitutes a legal, valid and binding obligation of the Corporation or such Subsidiary (as applicable), enforceable against it in accordance with its terms, subject only to any limitation under Laws relating to:

Except as disclosed in Section 3.4 of the Disclosure Letter, the execution, delivery and performance by the Corporation and each of its Subsidiaries of each of the Ancillary Agreements to which it is a party, all other agreements to which it is a party in connection with the Acquisition and the completion of the transactions contemplated by this Agreement will not:

Except as disclosed in Section 3.5 of the Disclosure Letter, the execution, delivery and performance by the Corporation and each of its Subsidiaries of each of the Ancillary Agreements to which it is a party, all other agreements to which it is a party in connection with the Acquisition and the completion of the transactions contemplated by this Agreement, will not, subject to obtaining the consents and approvals described in Section 3.7 of the Disclosure Letter:

There is no requirement for the Vendors or the Corporation or any of its Subsidiaries to obtain any Authorization from, make any filing with, or give notice to, any Governmental Authority in connection with, or as a condition to, the lawful completion of any of the transactions contemplated by this Agreement, except for the Authorizations, filings and notices set out in Section 3.6 of the Disclosure Letter.

There is no requirement for the Vendors or the Corporation or any of its Subsidiaries to obtain any consent or approval from, or to give notice to, a party under any Material Contract to the which the Corporation or any of its Subsidiaries is a party, in connection with, or as a condition to, the lawful completion of any of the transactions contemplated by this Agreement, except for the consents, approvals and notices set out in Section 3.7 of the Disclosure Letter. The Vendors have provided true and complete copies of all Contracts under which the Vendors or the Corporation or any Subsidiary thereof are obligated to obtain any such consents, approvals and notices. Each of the consents, approvals and notices set out in Section 3.7 of the Disclosure Letter has or will at Closing be obtained in a form and manner which has been approved by the Purchaser, acting reasonably.

The authorized, issued and outstanding share capital of the Corporation is set out in Section 3.8 of the Disclosure Letter. The Purchased Shares represent all of the issued and outstanding shares in the capital of the Corporation, are non-assessable and have been duly authorized and validly issued in compliance with:

There are no outstanding or authorized options, warrants, or convertible securities of the Corporation. The Corporation is a "private issuer" within the meaning of such term set out in Section 2.4(1) of National Instrument 45-106 - Prospectus Exemptions by the Canadian Securities Authorities.

Except for the Purchaser's rights under this Agreement and the Employee Share Agreements, no Person has any agreement, arrangement, option, understanding or commitment (written or verbal), or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, including a right of conversion or exchange attached to convertible securities, warrants or convertible obligations of any nature, for:

Except for the Employee Share Agreements and as disclosed in Section 3.10 of the Disclosure Letter, there are no voting trusts or agreements, pooling agreements, unanimous shareholder agreements, other shareholder agreements, proxies or other agreements or understandings in effect with respect to the ownership, voting or transfer of any of the Purchased Shares.

The corporate records of the Corporation and its Subsidiaries contain:

(collectively, the " Corporate Records ").

The Vendors have provided the Purchaser with the Corporate Records and they are complete and accurate in all material respects, with the exception that the directors and shareholders of the Corporation and each of its Subsidiaries has passed a conforming “whitewash” resolution for the purpose of ratifying all prior acts of the shareholders and directors. The Vendors make no representation as to the completeness of shareholders’ or directors’ minutes or resolutions in writing of the Corporation or any of its Subsidiaries. The Corporate Records have otherwise been maintained in accordance with all Laws. All corporate actions taken by the Corporation and each of its Subsidiaries have been or are presently in compliance with all constating documents and Laws. Without limiting the generality of the foregoing: (i) the Corporation and each of its Subsidiaries has properly authorized and filed all amendments to constating documents and government filings; (ii) the Corporation and each of its Subsidiaries has properly approved and completed all share issuances and the registers of securities and share transfers are accurate and complete; and (iii) all current and former directors and officers of the Corporation and each of its Subsidiaries have been elected or appointed (or were removed or resigned, as the case may be) in accordance with all constating documents and Laws.

The Corporation and its Subsidiaries have filed all material documents required to be filed by them with all applicable Governmental Authorities.

The Corporation has no subsidiaries other than as set forth in Section 3.13 of the Disclosure Letter, and neither the Corporation nor any of its Subsidiaries has any interest in any other partnership, corporation or other business organization. As of the date hereof, the Corporation directly or indirectly owns all of the outstanding securities of its Subsidiaries. Section 3.13 of the Disclosure Letter sets out:

All of the issued and outstanding securities of the Corporation's Subsidiaries are duly authorized, validly issued, fully paid and non-assessable, and at Closing all such securities will be owned directly or indirectly by the Corporation free and clear of all Encumbrances. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any such securities of the Corporation's Subsidiaries.

Other than as set forth in Section 3.14 of the Disclosure Letter, the Corporation and each of its Subsidiaries is not (and within five years prior to the date hereof has never been) a partner or participant in any partnership, joint venture, profit-sharing arrangement or other similar association of any kind and is not (and has never been) a party to any agreement under which it agrees or agreed to carry on any part of a business or any other activity in such manner or by which it agrees or agreed to share any revenue or profit with any other Person.

The Financial Statements have been prepared in accordance with GAAP as applied on a basis consistent with past practice, are true, correct and complete in all material respects, and present fairly:

There has been no significant adverse change in the Condition of the Corporation or any of its Subsidiaries since the date of the FY17 Unaudited Financial Statements. True and complete copies of the Financial Statements are attached as Section 3.15 to the Disclosure Letter.

All financial transactions of the Corporation and each of its Subsidiaries have been recorded in its financial books and records fairly, completely and accurately in all material respects, in accordance with GAAP, and correctly reflect the basis for the its assets, liabilities and financial condition as shown in the Financial Statements. With the exception of External offsite back-up tape storage, no information, records or systems pertaining to the operation or administration of the Business or the affairs of the Corporation and its Subsidiaries are in the possession of, recorded, stored, maintained by or otherwise dependent upon any other Person.

There are no Liabilities of the Corporation or any of its Subsidiaries of any kind whatsoever, and there is no basis for assertion against the Corporation or any of its Subsidiaries of any Liabilities of any kind other than:

The Corporation and its Subsidiaries do not have any "off-balance sheet arrangements" as such term is described under GAAP, except for those disclosed in the FY17 Unaudited Financial Statements, other than in the Ordinary Course, but which are not material in any event.

Except as disclosed in this Agreement, the Disclosure Letter or the FY17 Unaudited Financial Statements, neither the Corporation nor any of its Subsidiaries has any bonds, debentures, mortgages, promissory notes or other indebtedness maturing more than one year after the date of their original creation or issuance, and neither the Corporation nor any of its Subsidiaries is under any obligation to create or issue any bonds, debentures, mortgages, promissory notes or other indebtedness maturing more than one year after the date of their original creation or issuance.

The Accounts Receivable in the Financial Statements and all Accounts Receivable arising since the date of the FY17 Unaudited Financial Statements, arose from bona fide transactions in the Ordinary Course and are valid, enforceable and fully collectible accounts (subject to a reasonable allowance for doubtful accounts as reflected in the Financial Statements consistent with past practice). The Accounts Receivable are not subject to any set-off or counterclaim.

Section 3.21 of the Disclosure Letter sets out:

Except as described in Section 3.21 of the Disclosure Letter, there are no credit cards or other credit accounts issued to employees of the Corporation or its Subsidiaries under which the Corporation or any of its Subsidiaries has any current or potential future liability.

Since the date of the FY17 Unaudited Financial Statements or as otherwise disclosed in Section 3.22 of the Disclosure Letter, the Business has been conducted in the Ordinary Course. Without limiting the generality of the foregoing, since the date of the FY17 Unaudited Financial Statements, and except as disclosed in Section 3.22 of the Disclosure Letter, neither the Corporation nor any of its Subsidiaries has:

All of the Authorizations held by the Corporation and its Subsidiaries are set out in Section 3.23 of the Disclosure Letter and the Corporation and each of its Subsidiaries holds all material Authorizations required for it to conduct the Business and operate its Assets as previously and currently conducted in compliance with all Laws. True and complete copies of the Authorizations held by the Corporation have been delivered or made available to the Purchaser. Except as set out in Section 3.23 of the Disclosure Letter, the Corporation and each of its Subsidiaries is in compliance with all material terms and conditions of its Authorizations and all Authorizations are in good standing, valid and subsisting. There are no proceedings in progress, pending or, to the knowledge of the Vendors, threatened, that could result in the revocation, cancellation or suspension of any of the Authorizations. Neither the Corporation nor any of its Subsidiaries is subject to any legislation or any judgment, order or requirement of any Governmental Authority which is not of general application to Persons carrying on a business similar to the Business. To the knowledge of the Vendors, there are no facts or circumstances that could significantly affect the ability of the Corporation or any of its Subsidiaries to continue to operate the Business as presently conducted by it following the completion of the Acquisition.

Except as set out in Section 3.24 of the Disclosure Letter, the Corporation and its Subsidiaries are operating the Business and have within five years prior to the date hereof always operated the Business in compliance with all material Laws from time to time in effect.

Within five years prior to the date hereof and, to the knowledge of the Vendors at no time prior thereto, none of the Corporation or its Subsidiaries or any director or officer, employee, agent or other person acting on behalf of the Corporation or any of its Subsidiaries has, in relation to the Business:

No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Corporation or any of its Subsidiaries with respect to the Anti-Corruption Laws is pending or, to the knowledge of the Vendors, threatened.

Within five years prior to the date hereof and, to the knowledge of the Vendors at all times prior thereto, the Business has been conducted in compliance with all Anti-Money Laundering Laws from time to time in effect and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Corporation or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Vendors, threatened.

Except as disclosed in Section 9.4(c)(iii) of the Disclosure Letter, within five years prior to the date hereof and, to the knowledge of the Vendors at all times prior thereto, the Business has been conducted in compliance with all applicable Economic Sanctions / Trade Laws from time to time in effect and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Corporation or any of its Subsidiaries with respect to the Economic Sanctions / Trade Laws is pending or, to the knowledge of the Vendors, threatened.

Except as disclosed in Section 3.28 of the Disclosure Letter, the Corporation and each of its Subsidiaries has sole legal and beneficial ownership of, and as applicable, good title, to all the properties and assets it purports to own, including the properties and assets reflected in the Financial Statements and all properties and assets acquired thereby since the date of the Unaudited Year-End Financial Statements and the Interim Financial Statements, free and clear of all Encumbrances whatsoever, except for:

Except as disclosed in Section 3.28 of the Disclosure Letter, no other Person owns any properties or assets that are being used in the Business.

The Corporation and its Subsidiaries do not carry on any business other than the Business. The Corporation and its Subsidiaries own or lease all assets and properties necessary to conduct the Business. The Assets are sufficient for the Corporation and its Subsidiaries to carry on the Business in substantially the same manner as the Business has been conducted during the 12 months prior to the date of this Agreement.

All Buildings and Fixtures, machinery, equipment, vehicles, tools, furniture, furnishings and materials used in the Business (leased or owned) are in good working order, fully operational, free of any material defect, normal wear and tear excepted. With the exception of the budgeted machinery upgrade expenditure for the Orillia location of the Business, no such Building or Fixture, machinery or equipment, etc. is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not materially significant in nature or cost.

All material tangible Assets have been operated and maintained in a manner consistent with sound industry practice in accordance with Laws then in effect and all current inspection certificates necessary to operate such assets have been obtained.

Except for the Purchaser's right under this Agreement, no Person has any agreement or commitment (written or verbal), or any right or privilege capable of becoming an agreement or commitment for the acquisition of any of the Assets, other than Inventory in the Ordinary Course.

The Corporation and its Subsidiaries have no rights or obligations to purchase all or substantially all of the assets, properties or undertakings, or any division, business unit or product line, of any Person under any agreements.

Section 3.34 of the Disclosure Letter sets out all leases and agreements to lease of personal property (the " Personal Property Leases ") under which the Corporation or a Subsidiary thereof leases any personal property in connection with the Business. Complete and correct copies of each Personal Property Lease set out in Section 3.34 of the Disclosure Letter have been provided or made available to the Purchaser. All payments and other obligations required to be paid or performed under the Personal Property Leases have been duly paid and performed and all of such leases are in good standing and in full force and effect. Subject to obtaining any consents described in Section 3.7 of the Disclosure Letter, the terms and conditions of any Personal Property Lease will not be affected by, nor will any of the Personal Property Leases be in default as a result of, the completion of the Acquisition.

Section 3.35 of the Disclosure Letter sets out all leases and agreements to lease (the " Real Property Leases ") under which the Corporation or a Subsidiary thereof leases any real property (collectively, the " Leased Premises "). The Vendors have provided complete and correct copies of the Real Property Leases to the Purchaser, except the leases with WPP, which will terminate at Closing upon acquisition by the Purchaser of the Canadian Real Property. Section 3.35 of the Disclosure Letter describes, for each Real Property Lease other than leases with WPP:

Each Real Property Lease is in good standing and in full force and effect and the Corporation or a Subsidiary thereof is exclusively entitled to all rights and benefits as lessee under the Real Property Leases and the Corporation or such Subsidiary (as applicable) has not sublet, assigned or otherwise conveyed any rights in the Leased Premises or in the Real Property Leases to any Person. For each Real Property Lease, the Corporation or its Subsidiary (as applicable) has: (i) paid all rental and other requisite payments; (ii) performed all obligations required by it, and to the Vendors' knowledge, the other party has not defaulted under any of its obligations; and (iii) except as set out in Section 3.23 of the Disclosure Letter not been in breach of any Laws (including building and zone laws), covenant, restriction or official plan. The Corporation or a Subsidiary thereof owns and have good and marketable title, free and clear of all Encumbrances (other than Permitted Encumbrances), to all chattels (specifically excluding any Buildings and Fixtures) located on the Leased Premises and have adequate rights of ingress and egress to each of the Leased Premises for the operation of the Business.

For the avoidance of doubt, the Real Property Lease for the property located at 102, 2317 – 9 ^th Street, Nisku, Alberta will be terminated at or prior to Closing, with the security deposit returned to the Corporation.

There are no outstanding work orders, non-compliance orders, deficiency notices or other similar notices issued by any Governmental Authority relating to the Leased Premises, Owned Real Property or the Business, and nor is the Corporation or any of its Subsidiaries or any of the Vendors in discussion with any Governmental Authority relating to such work orders, non-compliance orders, deficiency notices or other similar notices. None of the Leased Premises, Owned Real Property or other Assets are being operated in a manner that is not in compliance with any Law. No amounts are owing by the Corporation or any of its Subsidiaries in respect of the Leased Premises or Owned Real Property to any Governmental Authority or public utility, other than current accounts which are not in arrears and the details of which are described in Section 3.37 of the Disclosure Letter.

Except for the Contracts set out in Section 3.38 of the Disclosure Letter, the Personal Property Leases set out in Section 3.34 of the Disclosure Letter (Leases of Personal Property), the Real Property Leases set out in Section 3.35 of the Disclosure Letter (Leases of Real Property), the Contracts set out in Section 3.43 of the Disclosure Letter (Existing Employment Agreements), Benefit Plans set out in Section 3.45 of the Disclosure Letter (Employee Benefit and Pension Plans), the Contracts set out in Section 3.41 of the Disclosure Letter (Intellectual Property) and the Contracts set out in Section 3.52 of the Disclosure Letter (Insurance) (collectively, the " Material Contracts "), neither the Corporation nor any of its Subsidiaries is a party to or bound by:

The Corporation and each of its Subsidiaries has performed or will, as of the Closing Date, have performed all of the obligations required to be performed by it prior to the Closing Time pursuant to any Material Contract and is or will be entitled to all benefits under, and is not in default or, to the Vendors’ knowledge, alleged to be in default in respect of, any Material Contract. All Material Contracts are in good standing and in full force and effect and, to the Vendors’ knowledge, no event, condition or occurrence exists that, after notice or lapse of time or both, would constitute a default by the Corporation under any Material Contract. The Vendors have provided the Purchaser with access to true and complete copies of all Material Contracts and any amendments or supplements made to them.

Neither the Corporation nor any of its Subsidiaries is in breach of any material obligation under any written Contract (excluding Material Contracts) required to be performed by it and, to the knowledge of the Vendors, no other Person party to such Contracts is in default of any of its obligations thereunder. All such Contracts are in good standing and in full force and effect.

Section 3.42 of the Disclosure Letter sets out:

Except as disclosed in Section 3.43 of the Disclosure Letter, neither the Corporation nor any of its Subsidiaries is a party to any written or oral employment, service or consulting agreement with any Person, except for oral employment agreements which are of indefinite term and without any special arrangements or commitments with respect to the continuation of employment or payment of any particular amount upon termination of employment. Except as disclosed in Section 3.43 of the Disclosure Letter, neither the Corporation nor any of its Subsidiaries has any employee who cannot be dismissed upon such period of notice as is required by law (statutory and common law) in respect of a Contract of hire for an indefinite term.

have been provided or made available to the Purchaser.

A list of the 25 largest current customers and 25 largest current suppliers of the Corporation and its Subsidiaries is set out in Section 3.48 of the Disclosure Letter. The Corporation and its Subsidiaries have taken reasonable precautions to keep the customer and supplier lists confidential. Except to the extent that any consequences thereof are not material to the Corporation and its Subsidiaries, or as is disclosed in Section 3.48 of the Disclosure Letter, there has been no termination or cancellation of, and no modification or change in, any business relationship of the Corporation or any of its Subsidiaries with any customer or supplier since the date of the FY17 Unaudited Financial Statements. To the knowledge of the Vendors, there is no reason to believe that the benefits of any customer or supplier relationship will not continue after the Closing Time in substantially the same manner as prior to the Closing Time.

Except as disclosed in Section 3.49 of the Disclosure Letter:

Subject to the reserves reflected in the FY17 Unaudited Financial Statements established in accordance with past practice, all inventory recorded in the Financial Statements (" Inventory ") is usable by the Corporation in the Ordinary Course and has been determined and valued in accordance with GAAP, industry standards and Laws. The Inventory does not include any items which are of a quality which results in such items not being usable by the Corporation in the Ordinary Course. The Inventory levels have been maintained at levels sufficient for the continuation of the Business in the Ordinary Course.

Except as disclosed in Section 3.51 of the Disclosure Letter, there are no:

whether pending, in progress or, to the Vendors’ knowledge, threatened, against or involving the Corporation or any of its Subsidiaries or their Assets.

No event has occurred which might give rise to any of the foregoing proceedings and there is no presently outstanding and unsatisfied or unenforced judgment, decree, injunction, rule, award or order of any Governmental Authority to which the Corporation or any of its Subsidiaries is subject.

Section 3.52 of the Disclosure Letter contains a true and complete list of all insurance policies maintained by the Corporation and its Subsidiaries or on behalf of the Corporation and its Subsidiaries in connection with the Business, Assets, and their respective operations, employees, officers, and directors, specifying for each insurance policy:

Complete and correct copies of all such insurance policies have been made available or provided to the Purchaser. All such insurance policies are in full force and effect. Neither the Corporation nor any of its Subsidiaries is in default with respect to any of the provisions contained in any such insurance policies and nor have they failed to give any notice or pay any premium or present any claim under any such insurance policy in a timely manner. To the knowledge of the Vendors, there is no reason to believe that any of the insurance policies set out in Section 3.52 of the Disclosure Letter will not be renewed by the insurer upon the scheduled expiry of the policy. In the past three years, except as disclosed in Section 3.52 of the Disclosure Letter, there has been no significant change in relationship between the Corporation or any of its Subsidiaries and their insurers, the premiums or availability of coverage. Neither the Corporation nor any of its Subsidiaries has received notice from any of the insurers regarding cancellation of its insurance policies or denying any claims. There are no circumstances under which the Corporation or any of its Subsidiaries would be required to give any notice to the insurers under any such insurance policies which has not been given. Neither the Corporation nor any of its Subsidiaries has experienced claims in excess of the current coverage of its insurance.

Except as disclosed in Section 3.54 of the Disclosure Letter or the FY17 Unaudited Financial Statements or the Interim Financial Statements and except for usual compensation paid in the Ordinary Course, neither the Corporation nor any of its Subsidiaries has made any payment or loan to, or borrowed any monies from or is otherwise indebted to, any current or former officer, director, employee or shareholder of the Corporation or any of its Subsidiaries, or to any Person not dealing at Arm's Length with any of the foregoing. Except as disclosed in Section 3.54 of the Disclosure Letter and except for Contracts of employment, neither the Corporation nor any of its Subsidiaries is a party to any Contract with any current or former officer, director, employee or shareholder of the Corporation, or with any Person not dealing at Arm's Length with any of the foregoing.

Except as disclosed in Section 3.55 of the Disclosure Letter, there are no agreements, loans or other funding arrangements and assistance programs (collectively called " Government Assistance Programs ") which are outstanding in favour of the Corporation or any of its Subsidiaries from any Governmental Authority. Complete and correct copies of all documents relating to the Government Assistance Programs have been made available or delivered to the Purchaser. The Corporation and each of its Subsidiaries has performed all of its obligations under the Government Assistance Programs, as applicable, and no basis exists for any Governmental Authority to seek payment or repayment by the Corporation or any of its Subsidiaries of any amount or benefit received thereby under any Government Assistance Programs.

The aggregate value of the assets in Canada directly or indirectly controlled by the Corporation, WPP and their affiliates and the annual gross revenues from sales in or from Canada generated by those assets, do not exceed $160,000,000 and $150,000,000, respectively, when calculated in accordance with part IX of the Competition Act (Canada) and the regulations thereunder

Neither the Corporation nor any of its Subsidiaries is insolvent and no proceedings have been taken or authorized by the Corporation or any of its Subsidiaries or by any other Person with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of the Corporation, or with respect to any amalgamation, merger, consolidation, arrangement, receivership or reorganization of, or relating to, the Corporation or any of its Subsidiaries and to the knowledge of the Vendors no such proceedings have been threatened by any other Person. No events have occurred that would result in such proceedings being brought.

None of the Vendors, the Corporation, and their respective directors, have retained any broker or finder or incurred any liabilities or obligations to pay any fees, commissions or other similar forms of compensation to any broker, finder, financial advisor, or agent with respect to the Acquisition other than Deloitte Corporate Finance.

Each Vendor is a body corporate duly formed and validly existing under the laws of its jurisdiction of incorporation. The board of directors of each Vendor has or will have by Closing taken all necessary corporate actions, steps and other proceedings to approve the Acquisition. Each Vendor has good and sufficient right and authority to enter into all agreements and transactions to which the Vendor is a party in connection with the Acquisition and to perform all obligations under such agreements and transactions.

This Agreement, and as of the Closing Time, each of the Ancillary Agreements to which a Vendor is a party in connection with the Acquisition have been duly executed and delivered by such Vendor, and each such agreement constitutes a legal, valid and binding obligation of such Vendor, enforceable against such Vendor in accordance with its terms, subject only to any limitation under Laws relating to:

Except as set out in Section 3.62 of the Disclosure Letter, Section 3.6 (Required Authorizations) and Section 3.7 (Required Contractual Consents and Approvals) of the Disclosure Letter, each Vendor is not under any obligation to notify or obtain the approval or consent of any Person under any Contract, or to obtain any Authorization or provide notice to any Governmental Authority in connection with or relating in any way to the execution, delivery or performance by it of this Agreement or any Ancillary Agreement to which it is a party.

Each Vendor is the registered and beneficial owner of those Purchased Shares set out and described in Section 3.8 of the Disclosure Letter opposite each such Vendor's name. Each Vendor has the exclusive right to sell, assign and transfer such Purchased Shares as provided in this Agreement free and clear of any Encumbrances except for the restrictions, if any, contained in securities Laws and the Corporation's articles, by-laws and other constating documents. Upon completion of the Acquisition, the Purchaser will be the sole registered and beneficial owner of the Purchased Shares, free and clear of all Encumbrances, except for the restrictions, if any, contained in securities Laws and the Corporation's articles, by-laws and other constating documents.

Except as disclosed in Section 3.6 (Required Authorizations), Section 3.7 (Required Contractual Consents and Approvals) and this Section 3.64, the execution, delivery and performance by each Vendor of this Agreement, each of the Ancillary Agreements to which the Vendor is a party, all other agreements to which it is a party in connection with the Acquisition and the completion of the transactions contemplated by this Agreement will not constitute or result in a violation or breach of, or conflict with:

Except for the Purchaser's right under this Agreement, no Person has any agreement or commitment (written or verbal), or any right or privilege capable of becoming an agreement or commitment for the acquisition of any of the Purchased Shares from each Vendor and upon consummation of the transactions contemplated herein the Purchaser shall acquire the Purchased Shares free and clear of any rights, interest or claim of each Vendor.

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

ARTICLE IV     
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Vendors as follows, and acknowledges and confirms that the Vendors are relying upon such representations and warranties in connection with their sale of the Purchased Shares:

The Purchaser is a corporation duly formed and existing under the laws of its jurisdiction of formation. The board of directors of the Purchaser have or will have by Closing taken all necessary corporate actions, steps and other proceedings to approve and authorize the Acquisition. The Corporation has good and sufficient right and authority to enter into this Agreement and all other agreements, including any of the Ancillary Agreements, to which it is a party in connection with the Acquisition and to perform all obligations under such agreements.

This Agreement, and as of the Closing Time, each of the Ancillary Agreements to which the Purchaser is a party and all other agreements to which the Purchaser is a party in connection with the Acquisition, have been duly executed and delivered by the Purchaser and each such agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, subject only to any limitation under Laws relating to:

The execution, delivery and performance by the Purchaser of this Agreement, all other agreements to which it is a party in connection with the Acquisition, including each of the Ancillary Agreements and the completion of the transactions contemplated by this Agreement will not constitute or result in a violation or breach of, or conflict with:

There is no requirement for the Purchaser to obtain any Authorization from, make any filing with, or give notice to, any Governmental Authority in connection with, or as a condition to, the lawful completion of any of the transactions contemplated by this Agreement.

The aggregate value of the assets in Canada directly or indirectly controlled by the Thermon Canada, Inc. (the parent company of the Purchaser), and the annual gross revenues from sales in or from Canada generated by those assets, do not exceed $239,000,000 and $249,000,000, respectively, when calculated in accordance with the Competition Act (Canada) and the regulations thereunder.

ARTICLE V     
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations and warranties contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated by this Agreement will survive the Closing and will continue in full force and effect for a period of 12 months after the Closing Date, except that:

The Vendors will not have liability with respect to any representation or warranty they make in this Agreement or in other documents or certificates they deliver in connection with this Agreement after the end of the applicable survival period specified in this Section 5.1 unless the Purchaser has provided written notice of its claim regarding the representations and warranties before the end of the applicable survival period specified in this Section 5.1, in which case liability for such claim will survive and continue in full force and effect until the final determination of such claim.

The representations and warranties made by the Purchaser contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated by this Agreement will survive the Closing and will continue in full force and effect for the benefit of the Vendors for a period of 12 months following the Closing Date; provided however that the representations and warranties made in Sections 4.1 (Corporate Status and Authorization and Approval), 4.2 (Execution and Binding Obligation) and 4.3 (No Conflict with Constating Documents, Authorizations and Laws) will survive and continue in full force and effect indefinitely. The Purchaser will not have liability with respect to any representation or warranty it makes in this Agreement or in other documents or certificates it delivers in connection with this Agreement after the end of the survival period specified in this Section 5.2 unless the Vendors have provided written notice of their claim regarding the representations and warranties before the end of the specified survival period specified in this Section 5.2, in which case liability for such claim will survive and continue in full force and effect until the final determination of such claim.

ARTICLE VI     
COVENANTS OF THE PARTIES

Corporation does not increase or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter;

During the Interim Period, the Vendors shall promptly advise the Purchaser in writing of:

During the Interim Period, the Vendors and Purchaser shall take all actions within their power to control to satisfy and fulfill the conditions set out in Section 7.1 and Section 7.3.

At or before the Closing Time, the Vendors shall cause all necessary steps and proceedings to be taken in order to permit the Purchased Shares to be duly and regularly transferred to the Purchaser at Closing.

Prior to Closing, the Vendors shall use their commercially reasonable efforts to obtain or provide, as the case may be, all consents, approvals and notices required pursuant to all Contracts to which the Corporation is a party in order to successfully complete the Acquisition, including the consents, approvals and notices set out in Section 3.7 of the Disclosure Letter and all other consents and approvals in compliance with all Laws. Such consents, approvals and notices will be upon such terms as are acceptable to the Purchaser, acting reasonably. To the extent any such consents or approvals are not obtained prior to Closing, the Vendors will use their commercially reasonable efforts, with the cooperation of the Purchaser, to obtain such consents and approvals as soon as is reasonably possible after Closing. The Vendors shall also use their commercially reasonable efforts to assist the Purchaser with filing all necessary applications and transferring or obtaining all necessary Environmental Permits.

After the Closing, the Vendors shall hold, and shall use their commercially reasonable efforts to cause their Representatives to hold, in confidence any and all information, whether written or oral, concerning the Corporation and the Business, except to the extent that the Vendors can show that such information is generally available to and known by the public through no fault of any of the Vendors or any of their respective Representatives. If any of the Vendors or any of their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, the Vendors (or any one of them) shall:

Following the Closing, the Vendors and Purchaser will comply with, and will, to the extent that it is within the control of the Vendors or the Purchaser, respectively, cause the Escrow Agent to pay amounts out of the Escrow Agreement in accordance with the provisions of such agreement.

The Vendors, at their sole expense (to the extend not already reflected in Current Liabilities as an expense accrued prior to the Financial Adjustment Time), with the full assistance and cooperation of the Corporation’s management, shall prepare and the Purchaser shall file, on behalf of the Corporation, all Tax Returns of the Corporation for the taxable periods ending on or before the Closing Date. The Purchaser shall prepare and file, on behalf of the Corporation, all Tax Returns of the Corporation for all taxable periods ending after the Closing Date. The Vendor shall provide draft copies of the Tax Returns to the Purchaser not less than 30 days in advance of the filing date for those Tax Returns to give the Purchaser an opportunity to review and comment on each Tax Return (to the extent that such Tax Return could affect any obligations of the Purchaser, under this Agreement or otherwise), such review to be at the Purchaser’s sole expense. The Purchaser shall provide any comments on the Tax Returns no later than that day that is 15 days prior to the filing day of the Tax Returns and the Vendor will take into account, acting reasonably, the Purchaser’s comments in respect of such Tax Returns before providing such completed Tax Returns to the Purchaser for filing in advance of the filing date for those Tax Returns. Notwithstanding any other provision hereof, the Purchaser agrees not to file any amended Tax Return for any period up to the Closing Date in respect of the Corporation or any of its Subsidiaries, and to not take any filing position in filing any subsequent Tax Return that has the result of increasing the tax liability of any such Person for any period up to the Closing Date without the prior consent of the Vendor, acting reasonably and in good faith.

The Vendors covenant to cause the Canadian Real Property to be transferred by WPP to the Purchaser at Closing in accordance with the terms of the Real Property Agreement and to cause WPP to confirm that the Canadian Real Property has been transferred to the Purchaser at Closing free and clear of all Encumbrances other than Permitted Encumbrances as soon as possible and in any event no later than the Outside Date.

The Purchaser will use commercially reasonable efforts to obtain representation and warranty insurance (the " R&W Insurance Policy ") concurrently with the execution of this Agreement that substantially conforms to the R&W Insurance Terms described in Section 6.11 of the Disclosure Letter. The entire cost of the R&W Insurance Policy shall be borne exclusively by the Purchaser.

Purchaser will ensure that it has in place, on Closing, commercially adequate commercial general liability coverage at Closing for the sole account of the Purchaser.

At or before the Closing Time, the Vendors will cause the Non-Competition Agreements to be executed and delivered to Purchaser.

Purchaser covenants and agrees to appoint either Harold Roozen or Bernie Moore to the Board of Directors of the Corporation (or any successor corporation) at Closing.

Vendors will update the Interim Financial Statements to include the one-month periods ended August 31, 2017 and September 30, 2017 and every completed month thereafter until the Closing Date. Such updated Interim Financial Statements will be delivered to Purchaser within 15 Business Days following the last day of the applicable month.

Vendors shall use their commercially reasonable efforts to provide, and shall cause the Corporation, its Subsidiaries and their respective representatives and the representatives of the Vendors to use commercially reasonable efforts to provide, such reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by Purchaser, including its commercially reasonable efforts to (i) participate (and use commercially reasonable efforts to cause members of senior management of the Corporation to participate), to the extent customary and reasonable and not unreasonably interfering with the Business, in meetings, presentations and due diligence sessions with the Financing Sources and actual and prospective lenders and financing sources and sessions with rating agencies, (ii) assist Purchaser and the Financing Sources in the preparation of (A) a customary confidential information memorandum and for any portion of the Financing (and furnishing customary authorization letters (containing customary representations, including the customary representation that the information provided by the Vendors and/or the Corporation for inclusion in any confidential information memorandum or lender presentation does not include material non-public information about the Corporation and its Subsidiaries, and designating the information provided by the Vendors and/or the Corporation for presentation to the Financing Sources as suitable to be made available to lenders who do not wish to receive material non-public information) in connection therewith, executed on behalf of the Corporation and without personal liability to such Persons), (B) materials for rating agency presentations and (C) bank information memoranda, bank syndication materials and similar documents required in connection with arranging the Financing, in each case to the extent customary and reasonable and not unreasonably interfering with the Business, (iii) provide reasonable and customary cooperation with the marketing efforts of Purchaser and the Financing Sources for any portion of the Financing to the extent not unreasonably interfering with the Business, (iv) assist with the preparation of and providing information necessary for completion of the schedules to, and cooperating with (and not impeding) the execution of, any pledge and security documents, any financing agreement and other definitive financing documents (in each case, with respect to any such execution, solely with respect to individuals who are employees of the Corporation or any of its Subsidiaries (such individuals, “Continuing Employees”) and are executing such documentation on behalf of, and in the capacity as an officer or director of, the legal entities constituting the Corporation and its Subsidiaries, and without personal liability to such Continuing Employees, and not, for the avoidance of doubt, in his or her capacity as an officer of any Vendor, with such documentation effective with and subject to the occurrence of the Closing) and other customary matters, secretary’s certificates, closing certificates, notices and other documentation that is customarily required for the closing of a financing such as the Financing (in each case on behalf of, and executed by a Continuing Employee in the capacity as an officer or director of the Corporation or a Subsidiary and without personal liability to such Continuing Employee), (v) facilitate the pledging of the assets of the Corporation and its Subsidiaries, in each case to be effective only upon and after Closing (including assisting with the execution, preparation and delivery of original stock certificates (or local equivalents) and other certificated securities of the Corporation and its Subsidiaries that are pledged under the Financing and original stock powers executed in blank (or local equivalents) to the lenders in respect of the Financing (including providing copies thereof prior to the Closing Date) on or prior to the Closing Date) and taking reasonable steps necessary to permit the Financing Sources to evaluate the assets of the Corporation and its Subsidiaries for purposes of establishing collateral arrangements to the extent customary and not unreasonably interfering with the Business, provided that no pledge shall be effective until the Closing and the delivery of any such original stock certificates and other certificated securities and original stock powers shall be delivered in escrow pending release at Closing, (vi) furnish Purchaser and the Financing Sources at least six Business Days prior to the Closing Date all documentation and other information as reasonably requested in writing at least nine Business Days prior to the Closing Date by the Financing Sources that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, (vii) cooperating with the Financing Sources’ due diligence investigation, to the extent customary and reasonable and not unreasonably interfering with the Business; and (viii) assist the Purchaser in satisfying the conditions precedent set forth in the Financing Commitment Letter (as in effect on the date of this Agreement) to the extent satisfaction thereof requires the cooperation, and is within the control, of any Vendor, the Corporation, its Subsidiaries or their respective representatives, to the extent such cooperation is reasonable and does not unreasonably interfere with the Business.

The Purchaser agrees to amalgamate with the Corporation immediately following Closing.

The Purchaser acknowledges that during the Interim Period it intends to present employment agreements to the employees included in Sections 1.1D and 1.1E of the Disclosure Letter, which are intended to govern their employment relationships with the Corporation or its successor subsequent to the Closing. The Purchaser acknowledges and agrees that such agreements are to be on terms substantially similar to the current employment terms governing such employees’ employment by the Corporation (and EmployeeCo prior to its amalgamation with the Corporation) and for an indefinite term for all employees other than for the employees included in Section 1.1D of the Disclosure Letter. The Purchaser acknowledges that it will be responsible for all severance obligations arising in relation to the new employment agreements, other than with respect to Bernie Moore (and, for clarity, the Aircraft Employees), after the Closing or at any time resulting from any change to any such employee’s employment terms determined or alleged to have arisen as a consequence of the presentation or entry into of such new employment agreements.

Subsequent to execution of this Agreement, the Vendors shall not take any of the following actions or enter into any of the following transaction, which could reasonably be expected to have the effect of materially reducing or eliminating the amount of the tax cost “bump” available to the Purchasers pursuant to paragraphs 88(1)(c) and (d) of the Tax Act: (i) either of the Vendors acquiring any of the assets owned by the Corporation on the Closing Date; (ii) acquiring property that derives its value from property owned by the Corporation on the Closing Date; or (iii) acquiring shares of the Purchaser or any of its Affiliates; where such acquisition could reasonably be considered part of the same series of transactions that involves the sale of the Vendor Shares pursuant to this Agreement; and the Vendors agree to comply with any subsequent reasonable request to not take specific actions or not enter into specific transactions, where the effect of such actions or transactions might reasonably be expected to have such adverse effect on the tax cost “bump”.

ARTICLE VII     
CONDITIONS