Exhibit 2.1

ARRANGEMENT AGREEMENT

BETWEEN

GENIUS BRANDS INTERNATIONAL, INC.

- AND -

1326919 B.C. LTD.

- AND -

WOW UNLIMITED MEDIA INC.

October 26, 2021

TABLE OF CONTENTS

Schedule A – Arrangement Resolution

Schedule B – Plan of Arrangement

Schedule C – Representations and Warranties of the Company

Schedule D – Representations and Warranties of the Parent and the Purchaser

Schedule E – Support and Voting Agreement

SCHEDULE F – TERM SHEET FOR EXCHANGEABLE SHARES

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT (this “Agreement”) dated as of October 26, 2021,

BETWEEN:

genius brands international, inc., a corporation existing under the laws of the State of Nevada (the “Parent”)

- and -

1326919 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia (the “Purchaser”)

- and -

WOW UNLIMITED MEDIA INC., a corporation existing under the laws of the Province of British Columbia (the “Company”)

WHEREAS the Parent desires to acquire all of the Shares (as hereinafter defined) not already owned by it through its wholly-owned subsidiary, the Purchaser;

AND WHEREAS the Parent, the Purchaser and the Company propose to effect the transaction contemplated hereby by way of a plan of arrangement of Company under the arrangement provisions of Part 9, Division 5 of the Business Corporations Act (British Columbia);

AND WHEREAS the board of directors of the Company (the “Board of Directors”) has determined that the consideration to be received by the Securityholders (as hereinafter defined) pursuant to the Arrangement (as hereinafter defined) is fair and that the Arrangement is in the best interests of the Company and has resolved to support the Arrangement and to recommend that the Securityholders vote in favour of the Arrangement, all subject to the terms and the conditions contained herein;

THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties (as hereinafter defined) hereto covenant and agree as follows:

Article I
INTERPRETATION

In this Agreement, unless the context otherwise requires:

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned subsidiaries, any written or oral offer, proposal or inquiry from any person or group of persons (other than the Parent or the Purchaser or any of their respective affiliates) relating to: (a) any direct or indirect acquisition, purchase, sale, disposition or joint venture in a single transaction or a series of related transactions, of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and its subsidiaries or 20% or more of the voting or equity securities of the Company or any of its subsidiaries (or rights or interests therein or thereto) whose assets or revenues individually or in the aggregate, constitute 20% or more of the consolidated assets or consolidated revenue, as applicable, of the Company and its subsidiaries; (b) any direct or indirect take-over bid, exchange offer, treasury issuance or other transaction that, if consummated, would result in such person or group of persons beneficially owning 20% or more of any class of voting or equity securities or any other equity interests (including securities convertible into or exercisable or exchangeable for equity interests) of the Company or any of its subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or consolidated revenue, as applicable, of the Company and its subsidiaries; or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or, consolidated revenue, as applicable, of the Company and its subsidiaries or any other similar transaction or series of transactions;

“affiliate” has the meaning ascribed thereto in National Instrument 45-106;

“Arrangement” means an arrangement under the provisions of Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.3 of this Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of the Company and the Purchaser, each acting reasonably;

”Arrangement Issued Securities” means all securities to be issued pursuant to the Arrangement, including the Parent Shares or Exchangeable Shares issued as part of the Consideration and the Replacement Options;

“Arrangement Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting, to be substantially in the form and content of Schedule A hereto;

“BCBCA” means the Business Corporations Act (British Columbia), as amended;

“Board of Directors” has the meaning ascribed thereto in the recitals;

“Board Recommendation” has the meaning ascribed thereto in Section 2.4(3);

“Business Contact Data” means any information that is used for the purpose of communicating or facilitating communication with an individual in relation to their employment, business or profession such as the individual’s name, position name or title, work address, work telephone number, work fax number or work electronic address as defined under applicable Privacy Laws;

“business day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario, Vancouver, British Columbia, or Los Angeles, California;

“Callco” means 1329258 B.C. Ltd., a corporation incorporated under the laws of British Columbia;

“Change in Recommendation” has the meaning ascribed thereto in Section 8.1(1)(c)(i);

“Common Shares” means the common voting shares in the capital of the Company;

“Company Circular” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to, among others, the Securityholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time;

"Company Data Room" means the material contained in the virtual data room of the Company established by the Company as at 10:00 a.m. on October 25, 2021, the index of documents of which is appended to the Company Disclosure Letter;

“Company Disclosure Letter” means the disclosure letter dated as of the date hereof regarding this Agreement that has been provided by the Company to the Parent and the Purchaser;

“Company Employees” means employees of the Company and its subsidiaries;

“Company Intellectual Property” has the meaning ascribed thereto in paragraph (x)(i) of Schedule C;

“Company IP Agreements” has the meaning ascribed thereto in paragraph (x)(i) of Schedule C;

“Company Locked-up Noteholders” means each of those persons set out in Section 1.1 of the Company Disclosure Letter under the heading “Company Locked-up Noteholders”;

“Company Locked-up Shareholders” means each of those persons set out in Section 1.1 of the Company Disclosure Letter under the heading “Company Locked-up Shareholders”;

“Company Meeting” means collectively, the special meeting of the Shareholders and the Noteholders (with each of the Shareholders and Noteholders voting separately), including, in each case, any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution;

“Company Plans” has the meaning ascribed thereto in paragraph (q)(i) of Schedule C;

“Company’s Current Public Disclosure Record” means (a) the audited consolidated financial statements of the Company as at and for the year ended December 31, 2020, including the notes thereto and management’s discussion and analysis thereof; (b) the interim consolidated financial statements of the Company as at and for the period ended June 30, 2021, including the notes thereto, and management’s discussion and analysis thereof; and (d) the management information circular of the Company dated May 12, 2021;

“Company’s Public Disclosure Record” means all documents filed under the profile of the Company on the System for Electronic Document Analysis and Retrieval (SEDAR) since January 1, 2021;

“Company Registered Intellectual Property” has the meaning ascribed thereto in paragraph (x)(i) of Schedule C;

“Computer Systems” has the meaning ascribed thereto in paragraph (ff)(i) of Schedule C;

“Confidentiality Agreement” means the mutual non-disclosure agreement dated April 25, 2021 between the Parent and the Company;

“Consideration” means the consideration that a Shareholder is entitled to receive for each Share transferred or exchanged pursuant to the Plan of Arrangement, being $1.169, and (x) in the case of an Eligible Holder who validly makes the Exchangeable Share Election, 0.271 of an Exchangeable Share, and (y) for all other Shareholders, 0.271 of a Parent Share, all on the basis and subject to the terms and conditions set out in the Plan of Arrangement;

“Continuing Optionholder” means a holder of Options who, immediately following the Effective Time, has not ceased to be a director, officer, employee or consultant of the Company or its subsidiaries for any reason other than death;

“Court” means the Supreme Court of British Columbia;

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks;

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, return to work, employment, human resources, customer/vendor engagement, real property and leased real property management, or any other law, order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19, including, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”);

“Data Security Incident” means any confirmed (i) loss, theft or damage of, or (ii) other unauthorized or unlawful access to, or use, disclosure or other processing of, Personal Data;

“Data Security Requirements” means all of the following, to the extent relating to privacy or data security and as applicable to the Company or its subsidiaries: (i) all applicable Privacy Laws, including those relating to the collection, use, processing, storage, disclosure, transfer, sharing, sale, retention, disposal, privacy and security of Personal Data; (ii) all applicable Laws governing spam, commercial electronic communications, telephone and other telecommunications, direct marketing, text messages, robocalls, or telemarketing, payment card industry data security standards, biometrics, internet of things, or similar subject matter, as applicable; and (iii) each written external or written formal internal privacy policy of the Company or its subsidiaries, including any written policy, relating to the collection, use, processing, storage, disclosure or transfer, haring, sale, retention, disposal, privacy and security of any Personal Data; and (iv) contractual obligations with respect to privacy or data security binding on the Company or its subsidiaries;

“Debenture Indenture” means the convertible debenture indenture made as of November 17, 2020 between the Company and Computershare Trust Company of Canada, as trustee;

“Departing Optionholder” means a holder of Options who is not a Continuing Optionholder;

“Depositary” means Computershare Investor Services Inc., as depositary, or any other bank, trust company or financial institution, as may be agreed to in writing by the Company and the Purchaser;

“Disabling Code” has the meaning ascribed thereto in paragraph (ff)(i) of Schedule C;

“Disclosed Personal Information” has the meaning ascribed thereto in Section 9.4(a);

“Dissent Rights” means the rights of Securityholders to dissent in respect of the Arrangement described in the Plan of Arrangement;

“EDGAR” means the Electronic Data Gathering, Analysis and Retrieval system or such successor system so designated by the SEC;

“Effective Date” means the third business day following the date upon which all of the conditions to the completion of the Arrangement set forth in Article VI (other than the delivery of items to be delivered on the Effective Date and the satisfaction of those conditions that, by their terms, cannot be satisfied until immediately prior to the Effective Date) have been satisfied or waived (subject to applicable Laws) or such other date as the Parties may agree;

“Effective Time” has the meaning ascribed thereto in the Plan of Arrangement;

“Election Deadline” has the meaning ascribed thereto in Section 2.13(a);

“Eligible Holder” means a beneficial holder of Shares (including (i) an Eligible Noteholder who becomes a Shareholder pursuant to the Plan of Arrangement and (ii) a Departing Optionholder who becomes a Shareholder in accordance with the terms of the Plan of Arrangement) that is: (a) a resident of Canada for purposes of the Tax Act and not exempt from tax under Part I of the Tax Act; or (b) a partnership, each member of which is a resident of Canada for purposes of the Tax Act and not exempt from tax under Part I of the Tax Act;

“Eligible Noteholder” means a beneficial holder of one or more Notes that is: (a) a resident of Canada for purposes of the Tax Act and not exempt from tax under Part I of the Tax Act; or (b) a partnership, each member of which is a resident of Canada for purposes of the Tax Act and not exempt from tax under Part I of the Tax Act;

“Environmental Approvals” means all permits, certificates, licences, consents, orders, grants, instructions, registrations, directions, approvals or other authorizations issued or required by any Governmental Entity pursuant to any Environmental Law;

“Environmental Laws” means any applicable Law relating to pollution or protection of human health (including worker health and safety) or the environment, or governing the handling, use, re-use, generation, treatment, storage, transportation, disposal, recycling, manufacture, distribution, formulation, packaging, labelling, Release or threatened Release of or exposure to Hazardous Materials;

“Exchange” means the TSX Venture Exchange;

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

“Exchangeable Share Election” means the right of an Eligible Holder to elect, prior to the Election Deadline, to receive the Exchangeable Shares as part of the Consideration;

“Exchangeable Shares” means the exchangeable shares in the capital of Purchaser;

“Fairness Opinion” has the meaning ascribed thereto in paragraph (z)(i) of Schedule C;

“Final Order” means the order of the Court approving the Arrangement under Section 291 of the BCBCA, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal;

“Fundamental Representations and Warranties” means: (i) with respect to the Company, those representations and warranties set out in paragraphs (a), (b), (c), and (e) of Schedule C; and (ii) with respect to the Parent and the Purchaser, those representations and warranties set out in paragraphs (a), (b), (c) and (e) of Schedule D;

“Governmental Entity” means any (a) supranational, multinational, federal, national, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, office, Crown corporation, commission, commissioner, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the foregoing; or (c) quasi-governmental or private body, including any tribunal, commission, stock exchange (including the Exchange), regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and “Governmental Entities” means more than one Governmental Entity;

“Hazardous Material” means petroleum, petroleum hydrocarbons, petroleum products or petroleum by-products, radioactive materials, asbestos or asbestos-containing materials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, mold, lead or lead-containing materials, and polychlorinated biphenyls, and any other chemical, material, substance or waste in any amount or concentration (a) that is now or hereafter becomes defined as or included in the definition of “hazardous substances”, “hazardous materials”, “hazardous wastes”, “extremely hazardous wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”, “pollutants”, “deleterious substances”, “dangerous goods”, “corrosive substances”, “regulated substances”, “solid wastes” or “contaminants” or words of similar import under any Environmental Law; or (b) that is otherwise regulated under or for which liability can be imposed under Environmental Law;

“IFRS” means International Financial Reporting Standards;

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

“Investment Canada Act” means the Investment Canada Act (Canada), R.S.C. 1985, c.28 (1st Supp.);

“Investment Canada Act Approval” means that the Parent or the Purchaser shall have either received a notice from the responsible Minister under the Investment Canada Act that such Minister is satisfied that the transactions contemplated hereby are likely to be of net benefit to Canada or the Minister shall be deemed to be satisfied that the transactions contemplated hereby are likely to be of net benefit to Canada;

“IP Rights” means (a) all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice), and including all provisional applications, substitutions, continuations, continuations-in-part, patents of addition, improvement patents, divisions, renewals, reissues, confirmations, counterparts, re-examinations and extensions thereof, (b) all trade-marks, service marks, trade dress, trade names, logos, domain names and corporate names, whether registered or existing at common law, social media accounts (including the rights to the content therein) and social media handles, and the goodwill associated with any of the foregoing, (c) all original works of authorship, documentation, literary works, artistic works, graphical works, software in source code and object code form, which are fixed in any medium of expression, whether or not registered or the subject of an application for registration, or capable of being registered for copyright protection and industrial designs, (d) all registrations, applications and renewals for any of the foregoing, (e) all trade secrets, confidential information, ideas, formulae, compositions, know-how, improvements, innovations, discoveries, designs, manufacturing and production processes and techniques, (f) Software and (g) all other intellectual property rights owned, licensed, controlled or used by a person, in any and all relevant jurisdictions in the world;

"Key Consents" means the consents set out in Section 1.1 of the Company Disclosure Letter under the heading “Key Consents”;

"Key Regulatory Approvals" means (i) the approval of the Exchange, (ii) the Investment Canada Act Approval, and (iii) the other Regulatory Approvals listed in Section 1.1 of the Company Disclosure Letter under the heading “Key Regulatory Approvals” in connection with the consummation of the Arrangement;

“Law” or “Laws” means all federal, national, multinational, provincial, state, municipal, regional and local laws (statutory, common or otherwise), constitutions, treaties, conventions, by-laws, statutes, ordinances, rules, regulations, principles of law and equity, orders, rulings, certificates, judgments, injunctions, determinations, awards, decrees, legally binding codes or other requirements, whether domestic or foreign, and the terms and conditions of any judicial, arbitral, administrative, ministerial, departmental, regulatory judgments, orders, decisions, rulings, decrees, awards, policies, guidelines, protocols or grants of approval, permission, authority or licence or other similar requirement enacted, adopted, promulgated, granted or applied by any Governmental Entity or self-regulatory authority (including the Exchange or the Toronto Stock Exchange), and the term “applicable” with respect to such Laws and in a context that refers to one or more persons, means such Laws as are binding upon or applicable to such person or its assets;

“Leased Personal Property” has the meaning ascribed thereto in paragraph (u) of Schedule C;

“Leased Real Property” has the meaning ascribed thereto in paragraph (t)(ii) of Schedule C;

“Letter of Transmittal and Election Form” means the letter of transmittal and notice of election to be delivered by the Company to registered Shareholders and Noteholders in connection with the Arrangement pursuant to which, among other things, such Shareholders or Noteholders may make, to the extent applicable to any such Shareholder or Noteholder, the Exchangeable Share Election;

“Liens” means any hypothecs, mortgages, liens, charges, security interests, prior claims, pledges, encroachments, options, rights of first refusal or first offer, occupancy rights, covenants, restrictions, encumbrances of any kind and adverse claims;

“Matching Period” has the meaning ascribed thereto in Section 7.2(5);

“Material Adverse Effect” means, with respect to any Party a fact or state of facts, circumstance, change, effect, occurrence or event that, individually or in the aggregate, is or could reasonably be expected to be material and adverse to the current or future financial condition, business, results of operations, properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), condition (financial or otherwise) operations or affairs of such Party and its subsidiaries, taken as a whole, except for any such fact, state of facts, circumstance, change, effect, occurrence or event resulting from or arising in connection with: (a) any change in IFRS, U.S. GAAP, or changes in regulatory accounting requirements applicable to the content media industry; (b) any adoption, proposal, implementation or change in applicable Law or interpretations thereof by any Governmental Entity; (c) any change in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in general economic, business, regulatory, political or market conditions or in national or global financial or capital markets; (d) any change generally affecting the content media industry in which such Party operates; (e) the execution, announcement or performance of this Agreement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of such Party, or any of its subsidiaries with any of their customers, employees, shareholders, financing sources, vendors, distributors, partners or suppliers arising as a direct consequence of same; (f) any natural disaster; (g) any change in the market price or trading volume of the securities of such Party (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred); (h) the failure of such Party in and of itself to meet any internal or public projections, forecasts or estimates of revenues or earnings (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred); (i) any actions taken (or omitted to be taken) at the written request or with the written consent of the other Parties to this Agreement; or (j) any action taken by such Party or any of its subsidiaries which is required pursuant to this Agreement (including, but not limited to any steps taken pursuant to Section 5.5 to obtain the Regulatory Approvals); provided, however, that with respect to clauses (a), (b), (c), (d) and (f), such matter does not have a materially disproportionate effect on the such Party and its subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the content media industry in which the Parties to this Agreement operate. References in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretative for purposes of determining whether a Material Adverse Effect has occurred;

“Material Contract” means any contract, agreement, licence, franchise, lease, arrangement or commitment to which the Company or any of its subsidiaries is a party or otherwise bound that: (a) if terminated would reasonably be expected to have a Material Adverse Effect; (b) provides for obligations or annual entitlements of the Company and/or its subsidiaries exceeding $200,000 and excluding, for these purposes, any subcontracts underlying production contracts; (c) contains any right of first refusal or first offer or similar right that could be exercised as a result of the consummation of the Arrangement or that limits in any material respect the ability of the Company or its subsidiaries to own, operate, sell, pledge or otherwise dispose of material assets or the business of the Company and its subsidiaries, taken as a whole; (d) relates to indebtedness for borrowed money in excess of $150,000 or relates to the direct or indirect guarantee or assumption by the Company or its subsidiaries (contingent or otherwise) of any payment or performance obligations of any other person other than the Company or its subsidiaries, excluding any production related indebtedness; (e) is a financial risk management contract, such as currency, commodity or interest related hedge contracts with an aggregate value in excess of $100,000; (f) relates to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of an amount of assets in excess of $3 million; (g) relates to the acquisition or sale by the Company of any operating business or the capital stock or other ownership interest of any other person in excess of $200,000 and under which the Company has any material continuing liability or obligation; (h) that is material to the Company and its subsidiaries, taken as a whole, and provides for the termination, acceleration of payment or other special rights upon the occurrence of a change in control of the Company; (i) which restricts in any material way the business or activities of the Company or its subsidiaries, taken as a whole; (j) is a shareholders, joint venture, alliance or partnership agreement relating to a block with a value of at least $250,000; or (k) is with an affiliate of the Company or any other person with whom the Company does not deal at arm’s length within the meaning of the Tax Act, other than a contract between the Company and a wholly-owned subsidiary of the Company or between two or more wholly-owned subsidiaries of the Company;

“Material Customer” has the meaning ascribed thereto in paragraph (h)(h) of Schedule C;

“material fact” has the meaning ascribed thereto in the Securities Act;

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the securities regulatory authorities of Ontario, Québec and other Provinces;

“misrepresentation” has the meaning ascribed thereto in the Securities Act;

“NASDAQ” means NASDAQ Stock Market LLC;

“Non-Voting Shares” means the common non-voting shares in the capital of the Company;

“Note Conversion” means the conversion of the principal amount of the Notes into Common Shares as part of the Arrangement;

“Noteholder” means the registered or beneficial holders of the Notes, as the context requires;

“Noteholder Section 85 Election” has the meaning ascribed thereto in Section 2.14(a);

“Notes” means the aggregate $4,700,000 convertible debenture notes of the Company issued pursuant to the Debenture Indenture, with each Note having a face value of $1,000;

“Open Source License” means any “free software” license, “software libre” license, “public” license, or open-source software license, including any license that meets the “Open Source Definition” promulgated by the Open Source Initiative;

“Open Source Software” shall mean any Software code that is subject to the terms and conditions of an Open Source License;

“Option” means an option to purchase Shares granted by the Company under the Stock Option Plan or otherwise, as listed in Section 1.1. of the Company Disclosure Letter under the heading “Options”;

“Option Election Deadline” means 5:00 p.m. (Toronto time) on the date is that two (2) Business Days prior to the date of the Company Meeting;

“Option Election Form” has the meaning ascribed thereto in Section 2.7(2); 

“Outside Date” means March 15, 2022, or such later date as the Purchaser and the Company may agree in writing, subject to the right of any Party to extend the Outside Date for up to an additional 60 days if the condition in Section 6.1(b) has not been satisfied; provided that, notwithstanding the foregoing, no Party shall be permitted to extend the Outside Date if the failure to satisfy the condition in Section 6.1(b) is primarily the result of such Party's failure to comply with its covenants;

“Owned Personal Property” has the meaning ascribed thereto in paragraph (u) of Schedule C;

“Pandemic-Relief Debt” means any liability incurred in connection with any Law or program involving any Governmental Entity providing or expanding any loan, guaranty, investment, participation, grant, program or other assistance in response to or to provide relief for COVID-19, including, without limitation, any loan incurred under 15 U.S.C. 636(a)(36) as added to the Small Business Act by the CARES Act, any U.S. Small Business Administration Economic Injury Disaster Loan, any loan under the Main Street Lending Program, or any other similar state or local Governmental Entity program;

“Parent SEC Documents” has the meaning ascribed thereto in paragraph (f)(i) of Schedule D;

“Parent Share” means a common share in the capital of the Parent;

“Parties” means collectively, the Company, the Parent and the Purchaser, and “Party” means any of them;

“Permit” means any licence, permit, certificate, consent, order, grant, approval, classification, registration or other authorization of and from any Governmental Entity;

“Permitted Liens” means: (a) the reservations, limitations, provisos and conditions expressed in any original grant from the Crown and any statutory exceptions to title; (b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, warehousemen, carriers and others arising in the ordinary course of business consistent with past practice in respect of the construction, maintenance, repair, or operation or storage of real or immovable, or personal or movable property; (c) easements, servitudes, restrictions, restrictive covenants, party wall agreements, rights of way, licenses, permits and other similar rights in real or immovable property (including easements, servitudes, rights of way and agreements for sewers, drains, gas and water mains or electric light and power or telephone, telecommunications or cable conduits, poles, wires and cables) that in each case do not materially impact the use of such property as it is being used at the date hereof; (d) Liens for Taxes, assessments or governmental charges or levies which relate to obligations not yet due and delinquent or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established in accordance with IFRS in the consolidated balance sheet of the Company included in the Company’s Current Public Disclosure Record; (e) zoning and building by-laws and ordinances, regulations made by public authorities and other restrictions affecting or controlling the use, marketability or development of real or immovable property that in each case do not materially impact the use of such property as it is being used at the date hereof; (f) agreements with any municipal, provincial or federal governments or authorities and any public utilities or private suppliers of services, including subdivision agreements, development agreements, site control agreements, engineering, grading or landscaping agreements and similar agreements that in each case do not materially impact the use of such property as it is being used at the date hereof; (g) Liens against furniture, leasehold improvements and equipment securing indebtedness to finance the acquisition of such furniture, leasehold improvements and equipment; and (h) such other imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties;

“person” includes an individual, firm, limited or general partnership, limited liability company, limited liability partnership, trust, joint venture, venture capital fund, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“Personal Data” means any information about an identifiable natural person that, alone or together with other available information, identifies or allows the identification of a natural person, as defined under applicable Privacy Law, including, but not limited to, a natural person’s name, street address or specific geolocation information, date of birth, telephone number, email address, online contact information, social security number, any government-issued identification number, customer or account number, financial account number, credit card number, or any other piece of information. For the avoidance of doubt, Personal Data includes information about any employee of the Company or its subsidiaries, but does not include Business Contact Data;

“Plan of Arrangement” means the plan of arrangement, substantially in the form of Schedule B hereto, and any amendments or variations thereto made in accordance with Section 8.3 hereof or the Plan of Arrangement or made at the direction of the Court in the Final Order with the written consent of the Company and the Purchaser, each acting reasonably;

“Pre-Acquisition Reorganization” means:

“Privacy Laws” means all applicable Laws regarding the collection, use, storage, processing or disclosure of Personal Data, and all applicable privacy and data protection Laws applicable to the Company;

“Proceeding” means any claim, action, suit, proceeding, arbitration, mediation or investigation, assessment or reassessment, whether civil, criminal, administrative or investigative;

“Reference Date” has the meaning ascribed thereto in paragraph (h) of Schedule C;

“Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, Permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made), waivers, early terminations, authorizations, clearances, or written confirmations of no intention to initiate legal proceedings from Governmental Entities, in each case required or desirable to consummate the transactions contemplated by this Agreement;

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, depositing, spraying, burying, abandoning, seeping, dumping or disposing of a Hazardous Material;

“Replacement Option” means an option or right to purchase Parent Shares granted by the Purchaser in replacement of Options pursuant to the Arrangement;

“Representatives” has the meaning ascribed thereto in Section 7.2(1);

“Rule 144” means Rule 144, as amended, promulgated under the U.S. Securities Act;

“SEC” means the United States Securities and Exchange Commission;

“Section 85 Election” has the meaning ascribed thereto in Section 2.13(d);

“Securities Act” means the Securities Act (British Columbia), as amended;

“Securities Authorities” means the British Columbia Securities Commission, and any other applicable securities commissions or other securities regulatory authorities in each of Alberta, Ontario and Québec;

“Securities Laws” means the Securities Act and all other applicable provincial securities laws, rules and regulations and published policies thereunder, in the Provinces of Alberta, Ontario and Québec, and the rules of the Exchange applicable to companies listed thereon;

“Securityholder” means a holder of one or more Shares or Notes, as the case may be;

“Shareholders” means the registered or beneficial holders of the Shares, as the context requires;

“Shares” means the Common Shares, Variable Shares and Non-Voting Shares;

“Software” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs;

“Stock Option Plan” means the stock option plan of the Company approved on June 17, 2021, as amended, restated and/or supplemented from time to time;

“Subject Securities” has the meaning ascribed thereto in Section 2.2(2);

“subsidiary” has the meaning ascribed thereto in National Instrument 45-106;

“Superior Proposal” means a bona fide unsolicited written Acquisition Proposal from a party or parties arm’s length to the Company and its Representatives not obtained in breach of Section 7.2 to acquire not less than 100% of the outstanding Shares (or all or substantially all of the assets of the Company on a consolidated basis): (a) that the Board of Directors determines in good faith, after consultation with its financial and outside legal advisors, is a transaction (not assuming away any risk of non-completion) reasonably capable of being completed in accordance with its terms without significant additional delay, taking into account all financial, legal, regulatory (including the Key Regulatory Approvals) and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal; (b) that the Board of Directors determines in good faith, after receiving financial and legal advice, would be consummated in accordance with its terms (but not assuming away any risk of non-completion) on terms and conditions more favourable, from a financial point of view, to the holders of Shares than the terms and conditions of the transaction contemplated by this Agreement (after giving effect to any changes to the terms of this Agreement proposed by the Purchaser in response to such Acquisition Proposal pursuant to Section 7.2), taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal; (c) that is not subject to any financing contingency and in respect of which adequate arrangements have been made to ensure that the required consideration will be available to effect payment in full for all of the Shares or assets, as the case may be; (d) that is not subject to any due diligence or access condition; and (e) in the event that the Company does not have the financial resources to pay the Termination Fee, the terms of such Acquisition Proposal provide that the person making such Superior Proposal shall advance or otherwise provide the Company the cash required for the Company to pay the Termination Fee and such amount shall be advanced or provided on or before the date such Termination Fee becomes payable;

“Support and Voting Agreements” means, collectively, the support and voting agreements to be entered into between the Purchaser and each of the proposed Company Locked-up Shareholders and the Company Locked-up Noteholders who execute such support and voting agreements in accordance with Section 5.4(e), substantially in the form of Schedule E;

“Tax Act” means the Income Tax Act (Canada), as amended;

“Tax Returns” means all reports, forms, elections, declarations, designations, schedules, agreements, statements, estimates, declarations of estimated tax, information statements, returns and all other similar documents required by Law to be filed with or provided to a Governmental Entity with respect to Taxes or Tax information reporting, and whether in tangible or electronic form, including any claims for refunds of Taxes, and any amendments or supplements of the foregoing;

“Taxes” means any and all domestic and foreign federal, state, provincial, municipal and local taxes, assessments, reassessments and other governmental charges, duties, impositions and liabilities of any kind imposed by any Governmental Entity, including tax instalment payments, unemployment insurance contributions and employment insurance contributions, Canada Pension Plan and provincial pension contributions (and similar foreign plans), worker’s compensation and deductions at source, and including taxes based on or measured by gross receipts, income, profits, sales, capital, use and occupation, and including goods and services, value added, ad valorem, sales, use, capital, transfer, franchise, non-resident withholding, customs, payroll, recapture, employment, excise and property duties and taxes, together with all interest, penalties, fines and additions imposed with respect to such amounts;

“Termination Fee” has the meaning ascribed thereto in Section 7.3(1);

“Termination Fee Event” has the meaning ascribed thereto in Section 7.3(1);

“Term Sheet” has the meaning ascribed thereto in in paragraph (p)(ii) of Schedule C;

“Transaction Expense” means an aggregate amount equal to those expenses set out in Section 1.1 of the Company Disclosure Letter, to the extent that such costs cannot be satisfied at Closing by the Company from its available cash on hand;

“U.S. GAAP” means U.S. generally accepted accounting principles;

“U.S. Securities Act” means the Securities Act of 1933;

“U.S. Securities Laws” means the U.S. Securities Act and all other applicable U.S. securities laws, rules, regulations and published policies thereunder;

“Variable Shares” means the variable voting shares in the capital of the Company; and

“Wow Canada” has the meaning ascribed thereto in Section 1.1 of the Company Disclosure Letter.

The division of this Agreement into Articles, Sections, subsections, paragraphs, clauses and Schedules and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph, clause or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph, clause or Schedule, respectively, bearing that designation in this Agreement.

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

If the date on which any action is required to be taken hereunder by a Party is not a business day, such action shall be required to be taken on the next succeeding day which is a business day. In this Agreement, references from or through any date mean, unless otherwise specified, from and including that date and/or through and including that date, respectively.

Unless otherwise stated, all references in this Agreement to sums of money are expressed in, and all payments provided for herein shall be made in, Canadian currency and “$” refers to Canadian dollars.

Unless otherwise stated, all accounting terms used in this Agreement in respect of the Company shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature in respect of the Company required to be made shall be made in a manner consistent with IFRS.

In this Agreement, unless otherwise stated, references to “the knowledge of the Company” means the knowledge that any of Michael Hirsh, Neil Chakravarti and John Vandervelde would have after due and diligent inquiry. In this Agreement, unless otherwise stated, references to “the knowledge of the Parent” means the knowledge that any of Bob Denton, Andy Heyward and Mike Jaffa would have after due and diligent inquiry.

The Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form an integral part hereof.

References to time herein or in the Letter of Transmittal and Election Form contemplated herein are to local time, Toronto, Ontario.

To the extent any covenants or agreements relate, directly or indirectly, to a subsidiary of the Company, each such provision shall be construed as a covenant by the Company to cause (to the fullest extent to which it is legally capable) such subsidiary to perform the required action.

Article II
THE ARRANGEMENT

The Company, the Parent and the Purchaser agree that the Arrangement shall be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

(1)           The Company agrees that as soon as reasonably practicable after the date hereof, and in any event at such time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(1), the Company shall apply, in a manner reasonably acceptable to the Purchaser pursuant to Section 291 of the BCBCA and, in co-operation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, the terms of which are reasonably acceptable to the Parent and the Purchaser that shall provide, among other things:

(2)           In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement, based and conditioned on the Court's approval of the Arrangement and its determination that the Arrangement is fair and reasonable to Securityholders whose rights are affected by the Arrangement (collectively, the “Subject Securities”) to whom will be issued Arrangement Issued Securities pursuant to the Arrangement, following a hearing and after considering of the substantive and procedural terms and conditions thereof.

(1)           Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated in accordance with its terms, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s articles and notice of articles and applicable Laws on or before January 15, 2021 and not to propose to adjourn or postpone the Company Meeting without the prior written consent of the Purchaser:

(2)           Subject to the terms of this Agreement and compliance by the Company’s directors and officers with their fiduciary duties, the Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution or matter that is inconsistent with the Arrangement Resolution or the transaction contemplated hereby, including, if so requested by the Purchaser, at the Purchaser’s cost, acting reasonably, using dealer and proxy solicitation services and co-operating with any persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.

(3)           The Company shall give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.

(4)           The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last five business days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution.

(5)           The Company shall provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any transfer agent, dealer or proxy solicitation services firm, as reasonably requested in writing from time to time by the Purchaser.

(6)           The Company shall permit the Purchaser to, on behalf of the management of the Company, directly or through a soliciting dealer approved in writing by the Company, actively solicit proxies in favour of the Arrangement on behalf of management of the Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations.

(7)           The Company shall consult with the Purchaser in fixing the record date for the Company Meeting and the date of the Company Meeting and not change such dates without the written consent of the Purchaser.

(8)           The Company shall at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of: (i) the registered Securityholders, together with their addresses and respective holdings of securities in the Company; (ii) the names, addresses and holdings of all persons having rights issued by the Company to acquire Shares (including holders of Options and Notes); and (iii) participants and bookbased nominee registrants such as CDS & Co., CEDE & Co. and DTC, and nonobjecting beneficial owners of securities in the Company, together with their addresses and respective holdings of securities in the Company.

(9)           The Company shall promptly advise the Purchaser of any written opposition to the Arrangement or notice of dissent or purported exercise by any Securityholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Securityholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicable.

(1)           Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the BCBCA, Securities Laws and other applicable Laws in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Securityholder and other persons as required by the Interim Order and applicable Laws, in each case so as to permit the Company Meeting to be held within the time required by Section 2.3(1).

(2)           The Company shall ensure that the Company Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall not contain any misrepresentation (other than with respect to any written information furnished by the Parent, the Purchaser or their affiliates, the accuracy of which shall be the sole responsibility of Parent and Purchaser) and shall provide the Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting.

(3)           The Company shall include in the Company Circular: (i) a copy of the Fairness Opinion; (ii) a statement that the Board of Directors has received the Fairness Opinion, and has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company’s constating documents), after receiving legal and financial advice: (A) that the Arrangement is fair to the Securityholders; (B) that the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) that the Board of Directors (with directors abstaining or recusing themselves as required by Law or the Company's constating documents) recommends that the Securityholders entitled to vote thereon vote in favour of the Arrangement Resolution (collectively, the “Board Recommendation”), and (iii) a statement that each of the Company Locked-up Shareholders and the Company Locked-up Noteholders have entered into Support and Voting Agreements pursuant to which they intend to vote all of their Shares in favour of the Arrangement Resolution and against any resolution submitted by any Securityholder that is inconsistent therewith.

(4)           The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates or relating to the Arrangement included in the Company Circular shall be in form and content reasonably satisfactory to the Purchaser. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Securityholders.

(5)           The Purchaser and the Parent shall furnish to the Company all such written information concerning the Purchaser, the Parent and their respective affiliates, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information to the extent included in the Company Circular shall contain any misrepresentation.

(6)           The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company, its subsidiaries and their Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, any subsidiary or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:

(7)           The Company, the Purchaser and the Parent shall promptly notify each other if at any time before the Effective Date any of them respectively becomes aware that the Company Circular contains any misrepresentation, or that otherwise requires an amendment or supplement to the Company Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser and/or the Parent with this Section 2.4, and, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Securityholders and file the same with the Securities Authorities and as otherwise required.

If the Interim Order is obtained, the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order and as required by applicable Law, and subject to the terms of this Agreement, the Company shall as soon as reasonably practicable thereafter take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 291 of the BCBCA such that the Final Order is obtained on the day following the Company Meeting.

Subject to the terms and conditions of this Agreement, the Purchaser and the Parent shall reasonably co-operate with and assist the Company seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required to be supplied by the Purchaser and the Parent concerning the Purchaser and the Parent or their respective affiliates in connection therewith. The Company shall provide legal counsel to the Purchaser with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement and reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel. The Company shall also provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance and evidence served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company is advised of the nature of any submissions to the extent reasonably practicable not less than two (2) business days prior to the hearing, the Parent has given reasonable consideration to any comments from the Company and its legal counsel with respect thereto, and such submissions are consistent with this Agreement and the Plan of Arrangement.

(1)           The Parties acknowledge and agree that all Options that are not exercised, whether conditionally or otherwise, prior to the Effective Time and all Notes shall be treated in accordance with the provisions of the Plan of Arrangement, and the Company shall take all such reasonable steps as may be necessary or desirable to give effect to the foregoing.

(2)           The Parties acknowledge and agree that, notwithstanding the terms of the Stock Option Plan, the Board of Directors has passed a resolution to permit, and the Plan of Arrangement will provide, that each Departing Optionholder may duly deliver an irrevocable written notice (the “Option Election Form”) to the Company not later than the Option Election Deadline (i) electing to exercise on a “cashless basis” any Options (whether vested or unvested) held by such Departing Optionholder in accordance with the Plan of Arrangement and (ii) pursuant to which such Departing Optionholder may make, to the extent applicable to any such Departing Optionholder, the Exchangeable Share Election, to acquire that number of Common Shares for each Option held by such Departing Optionholder that is subject to an Option Election Form resulting from the following formula (a – b) / a (rounded down to the nearest whole number), where:

a = the deemed value of the Consideration per Share; and

b = the exercise price of such Option

(3)           Any Options that are held by a Continuing Optionholder, and any Options that are held by a Departing Optionholder but are not subject of a duly delivered Option Election Form in accordance with Section 2.7(2) shall be exchanged for Replacement Options in accordance with the terms of the Plan of Arrangement.

(4)           Notwithstanding the terms of any Option that is exchanged for Replacement Options in accordance with Section 2.7(3), the Plan of Arrangement will provide that each Replacement Option issued in exchange therefor shall, without modification to Section 10 of the Stock Option Plan, have a term to expiry equal to the greater of: (i) the term to expiry of the Option on the date hereof; or (ii) three years from the Effective Date.

(5)           The Parties acknowledge and agree that the Company will file, and the Purchaser will cause the Company to file, after the Effective Date and in a timely fashion, an election under subsection 110(1.1) of the Tax Act, in prescribed form, that neither the Company nor a person not dealing at arm’s length with the Company will deduct in computing its income for a taxation year any amount in respect of the exercise of any Options in accordance with Section 2.7(2) and the Plan of Arrangement.

The Parent guarantees, covenants and agrees to be jointly and severally liable with the Purchaser for, the due and punctual performance of each and every obligation, covenant and agreement of the Purchaser arising under this Agreement and the Arrangement. The Parent shall cause the Purchaser to comply in all material respects with all of the Purchaser’s obligations under or relating to the Arrangement and the transactions contemplated by this Agreement.

From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by applicable Law, including the BCBCA. The closing of the transactions contemplated hereby shall take place by way of electronic exchange at the Toronto offices of Norton Rose Fulbright Canada LLP or at such other location as may be agreed upon by the Parties. The Company shall amend the Plan of Arrangement from time to time at the reasonable request of the Purchaser, provided that no such amendment is inconsistent with this Agreement, the Interim Order or the Final Order, is prejudicial to the Company or the Securityholders or would reasonably be expected to delay, impair or impede the Arrangement.

(1)           The Purchaser shall on or prior to the Effective Time provide or cause to be provided to the Depositary sufficient cash, Parent Shares and Exchangeable Shares (or deliver a duly signed treasury direction to issue such shares) in escrow to pay the aggregate Consideration to be paid to Shareholders pursuant to the Arrangement. For greater certainty, the Purchaser shall not be required pursuant to this Section 2.10 to provide or deposit in escrow with the Depositary prior to the Effective Date any cash, Parent Shares and Exchangeable Shares as Consideration for the Shares or the Notes held by Securityholders exercising Dissent Rights and who have not withdrawn their notice of objection.

(2)           At Closing, the Purchaser or, at the Purchaser’s option, the Parent shall advance to the Company an amount equal to the amount of Transaction Expenses, which amount shall be paid to the Company (or as the Company otherwise directs).

(1)           Each of the Company, Parent, Purchaser and the Depositary shall be entitled to deduct and withhold from any amounts payable to any person pursuant to this Agreement and under the Plan of Arrangement such amounts as are required to be deducted or withheld with respect to such payment under the Tax Act or any provision of any other applicable Law. To the extent that amounts are so withheld or deducted and remitted to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement and the Plan of Arrangement as having been paid to such person as the remainder of the payment in respect of which such deduction and withholding were made.

(2)           Each of the Purchaser, the Parent, the Company and the Depositary shall be permitted to sell or otherwise dispose of, on behalf of a Securityholder, such portion of the consideration deliverable under the Arrangement to such Securityholder as is necessary to provide sufficient funds to enable the Purchaser, the Company or the Depositary to deduct, withhold or remit any amount for the purposes of Section 2.11(1) and such party shall notify the applicable Securityholder of the details of such disposition, including the gross and net proceeds and any adjustments thereto, and remit any unapplied balance of the net proceeds of such sale to the Securityholder.

The Parties agree that the Arrangement will be carried out with the intention that all Arrangement Issued Securities will be issued by the Parent or Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate the Parent’s and Purchaser's compliance with other United States securities Laws, the Parties agree that the Arrangement will be carried out on the following basis:

"This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the U.S. Securities Act, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of the Purchaser pursuant to the Plan of Arrangement.".

Article III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

(1)           Except as disclosed in the correspondingly numbered paragraph of the Company Disclosure Letter, the Company hereby represents and warrants to and in favour of the Parent and the Purchaser as set forth in Schedule C and acknowledges that the Parent and the Purchaser are relying upon such representations and warranties in connection with the entering into of this Agreement.

(2)           Except for the representations and warranties set forth in Schedule C, including the related disclosures in the Company Disclosure Letter, neither the Company nor any other person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Company, including any representation as to the accuracy or completeness of any information regarding the Company furnished or made available to the Parent, the Purchaser, or any officer, director, employee, representative (including any financial or other advisor) or agent of either the Parent, the Purchaser or any of their subsidiaries (including any information, documents or material made available in any information memoranda, management presentation or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of the Company, or any representation or warranty arising in Law.

The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

Article IV
REPRESENTATIONS AND WARRANTIES OF THE PARENT
AND THE PURCHASER

(1)           Each of the Parent and the Purchaser hereby jointly and severally represents and warrants to and in favour of the Company, as set forth in Schedule D and acknowledges that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.

(2)           Except for the representations and warranties set forth in Schedule D, none of the Parent, the Purchaser nor any other person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of either the Parent or the Purchaser, including any representation as to the accuracy or completeness of any information regarding either the Parent or the Purchaser furnished or made available to the Company or its Representatives (including any information, documents or material made available in any management presentation or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of either the Parent or the Purchaser, or any representation or warranty arising in Law.

The representations and warranties of the Parent and the Purchaser contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms.

Article V
COVENANTS OF COMPANY, THE PARENT AND THE PURCHASER

The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (a) as set out in Schedule 5.1 of the Company Disclosure Letter; (b) as required by this Agreement (including, for greater certainty, Section 5.3); (c) as required by applicable Law or by a Governmental Entity; or (d) with the prior written consent of the Purchaser such consent not to be unreasonably withheld in the case of Section 5.1(a), (f) to (t) and (v) to (x), conditioned or delayed, the Company shall, and shall cause each of its subsidiaries to, conduct its business in the ordinary course of business consistent with past practice, and shall use its commercially reasonable efforts to maintain its business organization, operations and goodwill and assets (which, for greater certainty, shall be in good working condition except for normal wear and tear) to keep available the services of its employees and to maintain satisfactory relationships with others having business relationships with the Company, to comply in all material respects with the terms of all Material Contracts and with applicable Laws and not make any material change in its business, assets, liabilities, operations, capital or affairs. Without limiting the generality of the foregoing, during such above-mentioned time period and subject to such above-mentioned exceptions, the Company shall not, nor shall it permit any of its subsidiaries to directly or indirectly:

The Parent covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (a) as required by this Agreement; (b) as required by applicable Law or by a Governmental Entity; or (c) with the prior written consent of the Company acting reasonably, the Parent shall, and shall cause each of its subsidiaries to conduct its business in the ordinary course of business consistent with past practice (provided that Parent shall be permitted to undertake such transaction as the board of directors of the Parent determines is in the best interests of the Parent to the extent such transactions are not prohibited under clauses (a) – (k) below), use commercially reasonable efforts to maintain and preserve, in all material respects, its and its subsidiaries’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other persons with which the Parent or any of its subsidiaries has material business relations, and, shall not, directly or indirectly:

The Company shall and shall cause its subsidiaries to complete the Pre-Acquisition Reorganization, and to co-operate with the Parent in connection therewith; provided that the Pre-Acquisition Reorganization:

The Parent and the Company shall work co-operatively and use commercially reasonable efforts to: (i) prepare prior to the Effective Date all documentation necessary and do all such other acts and things as necessary to give effect to such Pre-Acquisition Reorganization; (ii) ensure that the Pre-Acquisition Reorganization is completed in a manner that will ensure that the closing condition in Section 6.2(h) is satisfied, including, without limitation, by incorporating such changes as may be reasonably required by any applicable Governmental Entity to satisfy such condition; and (iii) maximize, to the extent reasonably practicable, the various tax credits which the Company and its subsidiaries are currently entitled to. The Parent and the Purchaser agree to waive any breach of a representation, warranty or covenant by the Company where such breach is a result of an action taken by the Company or its subsidiary in good faith pursuant to this Section 5.3.

Subject to the terms and conditions of this Agreement, the Company shall and shall cause its subsidiaries to perform all obligations required or desirable to be performed by the Company or any of its subsidiaries under this Agreement, and co-operate with the Parent and the Purchaser in connection therewith, in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its subsidiaries to:

(1)           Subject to the terms and conditions of this Agreement, each of the Parent, the Purchaser and the Company shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Arrangement and the transactions contemplated by this Agreement as soon as practicable, including:

(2)           The Parties shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede, delay or impair the completion of the transactions contemplated under this Agreement (including the satisfaction of any condition set forth in Article VI) or any Regulatory Approval except as specifically permitted by this Agreement.

(3)           The Parties shall co-operate in the preparation of any application for the Regulatory Approvals and any other orders, clearances, consents, rulings, exemptions, no-action letters and approvals reasonably deemed by either the Purchaser or the Company to be necessary to discharge their respective obligations under this Agreement or otherwise advisable under applicable Laws in connection with the Arrangement and this Agreement. In connection with the foregoing, each Party shall furnish, on a timely basis, all information as may be reasonably required by the other Parties or by any Governmental Entity to effectuate the foregoing actions, and each covenants that, to its knowledge, no information so furnished by it in writing shall contain a misrepresentation.

(4)           The Parties shall consult with, and consider in good faith any suggestions or comments made by, the other Parties with respect to the documentation relating to the Regulatory Approvals process, provided that, to the extent any such document contains any information or disclosure relating to a Party or any affiliate of a Party, such Party shall have approved such information or disclosure prior to the submission or filing of any such document (which approval shall not be unreasonably withheld or delayed).

(5)           Subject to applicable Laws, the Parties shall co-operate with and keep each other fully informed as to the status of and the processes and Proceedings relating to obtaining the Regulatory Approvals, and shall promptly notify each other of any communication from any Governmental Entity in respect of the Arrangement or this Agreement, and shall not make any submissions or filings, participate in any meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries related to the Arrangement or this Agreement unless it consults with the other Parties in advance and, to the extent not precluded by such Governmental Entity, gives the other Parties the opportunity to review drafts of any submissions or filings, or attend and participate in any communications or meetings. Notwithstanding the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Parties to address reasonable attorney-client or other privilege or confidentiality concerns, provided that external legal counsel to the Purchaser and the Company shall receive non-redacted versions of drafts or final submissions, filings or other written communications to any Governmental Entity on the basis that the redacted information shall not be shared with their respective clients.

(6)           Each of the Purchaser and the Company shall promptly notify the other if at any time before the Effective Time it becomes aware that:

such that an amendment or supplement to such application, filing, document or submission or order, clearance, consent, ruling, exemption, no-action letter or approval may be necessary or advisable. In such case, the Parties shall co-operate in the preparation of such amendment or supplement as required.

(7)           Notwithstanding anything in this Agreement to the contrary, if any objections are asserted with respect to the transactions contemplated hereby under any applicable Law, or if any Proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated hereby as violative of or not in compliance with the requirements of any applicable Law, the Parties shall use their commercially reasonable efforts to resolve such Proceeding so as to allow the Effective Time to occur prior to the Outside Date.

(8)           Notwithstanding any provisions herein to the contrary, in no event will the Purchaser or the Parent be required to sell, divest, dispose of or hold separate all or any portion of its subsidiaries, assets, properties or businesses or of the assets, properties or businesses of the Company or its subsidiaries or otherwise be subject to any limits or restrictions contained in any Key Regulatory Approval which the Purchaser or the Parent determine could adversely affect their business; provided, however, that the Parent and the Purchaser shall have the obligation to use commercially reasonable efforts to obtain Investment Canada Act Approval, which commercially reasonable efforts shall include agreeing to such written undertakings to Her Majesty the Queen in Right of Canada that are reasonably required to secure Investment Canada Act Approval; provided further, however, that the Parent and Purchaser shall not have the obligation to agree to any written undertakings to Her Majesty the Queen in Right of Canada that are likely in the aggregate to result in a Material Adverse Effect to the businesses of the Purchaser, the Parent, the Company and their affiliates taken as a whole.

(1)           Each of the Parent and the Company shall, and shall cause its subsidiaries to give to the other, and their respective representatives: (a) upon reasonable notice, reasonable access during normal business hours to its and its subsidiaries' (i) premises, (ii) property and assets (including all books and records, whether retained internally or otherwise), (iii) contracts and lease documents, and (iv) senior personnel, so long as the access does not unduly interfere with the ordinary course conduct of the business of the Parent or the Company, as applicable, and (b) such financial and operating data or other information with respect to the assets or business of the Parent or the Company, as applicable, as the requesting party from time to time reasonably requests. The Company shall continue to afford the Purchaser, the Parent and their respective representatives access to the Company Data Room. Notwithstanding the foregoing, the Parent and the Purchaser shall not be required to provide any access to or information regarding any information concerning the Parent or the Purchaser where, in the reasonable opinion of the Parent’s board of directors, the access to or disclosure of such information would: (i) affect the solicitor-client privilege between the Parent and its counsel in a manner that is adverse to the Parent; (ii) cause the Parent’s board of directors to breach its fiduciary duties; (iii) result in a conflict of interest between the Parent and the Company; or (iv) result in the disclosure of or access to highly sensitive competitive information and the Parent reasonably believes that the protection afforded pursuant to the Confidentiality Agreement would not be sufficient.

(2)           Investigations made by or on behalf of the Parent, Purchaser or the Company, whether under this Section 5.6 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Parent, the Purchaser or the Company in this Agreement.

The Company and the Purchaser shall agree on the text of joint press releases by which the Company and the Purchaser will announce (i) the execution of this Agreement and (ii) the completion of the Arrangement; provided that any such joint press release shall be made in compliance with applicable Law and any applicable stock exchange requirement (including with respect to Parent, any NASDAQ requirements and with respect to the Company, any Exchange requirements). The Parties shall co-operate in the preparation of presentations, if any, to Securityholders regarding the Arrangement. Neither Party shall make any filing with any Governmental Entity (except as expressly contemplated by this Agreement with respect to this Agreement or the Arrangement without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed).

Subject to Section 2.4, none of the Company, the Parent or the Purchaser shall, and each shall cause its respective representatives not to, issue any other press release or otherwise make any disclosure relating to this Agreement or the Arrangement without the consent of the Parties hereto (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to the Company’s and the Parent’s overriding obligation to make any disclosure or filing required under applicable Laws or, in the case of the Company and the Parent, the rules of any stock exchange upon which its securities are listed or quoted, and in such circumstances the Party obliged to make such disclosure or filing shall, to the extent not prohibited by applicable Law or stock exchange regulation, use all commercially reasonable efforts to give prior oral or written notice to the other Parties and reasonable opportunity for the other Parties to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and if such prior notice is not possible, to give such notice immediately following the making of any such disclosure or filing. Without limiting the generality of the foregoing and, for greater certainty, the Parent and the Purchaser acknowledge and agree that the Company shall file this Agreement, together with a material change report related thereto, under the Company’s profile on SEDAR with such redactions as may be reasonably be requested by the Purchaser, subject to compliance with Securities Laws.

Contemporaneously with the Effective Time, the board of directors of the Parent shall appoint Michael Hirsh to the board of directors of the Parent, subject to applicable Laws and the constating documents of the Parent.

The Parent shall and, where appropriate, shall cause each of its subsidiaries to:

(1)           cause the Purchaser to create the Exchangeable Shares prior to the Effective Time in a manner reasonably acceptable to the Company and as set forth in Schedule F hereto;

(2)           at the Effective Time, execute and deliver such agreements and take such other actions as are necessary to cause the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares to be as set forth in Schedule F hereto;

(3)           apply for and use commercially reasonable efforts to obtain conditional approval of the listing on the NASDAQ by the Effective Time of the Parent Shares issuable pursuant to the Arrangement;

(4)           apply for and use commercially reasonable efforts to obtain conditional approval of the listing on the NASDAQ of the Parent Shares issuable pursuant to the exchange of the Exchangeable Shares; and

(5)           not take any action which would reasonably be expected to prevent the exchange of Shares for Consideration that includes Exchangeable Shares under the Arrangement by Eligible Holders who make and file a valid tax election under subsection 85(1) or (2) of the Tax Act as described, and on the terms set forth, in the Plan of Arrangement from being treated as a tax-deferred transaction for purposes of the Tax Act if such holders are otherwise eligible for such treatment.

(1)           Prior to the Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Parent shall, or shall cause the Company and its subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the Company shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of the Company’s current annual aggregate premium for policies currently maintained by the Company or its subsidiaries.

(2)           The Company shall, following the Effective Date, honour all rights to indemnification or exculpation now existing in favour of its and its subsidiaries respective present and former employees, officers and directors to the full extent permitted by Law to the extent that they are disclosed in the Company Disclosure Letter, and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date.

(3)           If the Company or any of its subsidiaries or any of their respective successors or assigns: (i) consolidates with or merges into any other person and is not a continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any person, the Parent shall take commercially reasonable efforts to ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Company or its subsidiaries) assumes all of the obligations set forth in this Section 5.10.

(4)           The Company shall act as agent and trustee of the benefits of the foregoing for the current and former directors and officers of the Company for the purpose of Section 5.10(2). This Section 5.10 shall survive the execution and delivery of this Agreement and the completion of the Arrangement and shall be enforceable against the Parent or Company, as applicable, by the persons described in Section 5.10(2).

Subject to Laws, the Purchaser and the Company shall use their commercially reasonable efforts to cause the Shares to be de-listed from the Exchange with effect promptly following the acquisition by Purchaser of the Shares pursuant to the Arrangement.

Article VI
CONDITIONS

The respective obligations of the Parties to complete the Arrangement and the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties:

The obligations of the Parent and the Purchaser to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of the Parent and the Purchaser and may be waived by the Parent and the Purchaser):

The obligations of the Company to complete the transactions contemplated by this Agreement shall also be subject to the following conditions precedent (each of which is for the exclusive benefit of the Company and may be waived by the Company):

Neither the Purchaser nor the Parent, on the one hand, nor the Company, on the other hand, may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as applicable, to be satisfied if such failure was caused by such Party’s breach in any material respect of any provision of this Agreement or failure in any material respect to use the standard of efforts required from such Party to consummate the transactions contemplated hereby.

The conditions precedent set forth in Section 6.1, Section 6.2 or Section 6.3, shall be conclusively deemed to have been satisfied, waived or released upon Closing.

Article VII
ADDITIONAL AGREEMENTS

(1)           Each Party shall give prompt notice to the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:

(2)           Notification provided under this Section 7.1 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

(3)           The Parent may not exercise its right to terminate this Agreement pursuant to Section 8.1(1)(c)(ii) (on its own behalf and on behalf of the Purchaser) and the Company may not exercise its right to terminate this Agreement pursuant to Section 8.1(1)(d)(i) unless the Party seeking to terminate this Agreement shall have delivered a written notice to the other Parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the termination right. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is reasonably capable of being cured, no Party may exercise such termination right until the earlier of (a) the Outside Date; and (b) the date that is 30 business days following receipt of such notice by the Party to whom the notice was delivered, if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Company Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).

(1)           Except as expressly provided in this Section 7.2, the Company shall not, directly or indirectly, through any subsidiary, officer, director, employee, representative (including any financial or other advisor) or agent of the Company or any of its subsidiaries (collectively, “Representatives”) or, otherwise, and shall not permit any person to: (a) solicit, initiate, facilitate or encourage (including by furnishing, disclosing or providing access to any information) any inquiries, proposals or offers regarding, constituting, or which may reasonably be regarded to lead to, an Acquisition Proposal; (b) encourage or participate or engage in any discussions or negotiations with any person (other than the Purchaser and the Parent) regarding any inquiry, proposal or offer that is or may lead to an Acquisition Proposal; (c) make a Change in Recommendation; or (d) accept, approve, endorse, enter into or recommend, or propose publicly to accept, approve, endorse or recommend, or enter into any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five business days following the formal announcement of such Acquisition Proposal shall not be considered to be in violation of this Section 7.2(1)).

(2)           Except as otherwise expressly provided in this Section 7.2, the Company shall, and shall cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore by the Company, its subsidiaries or any Representatives with respect to any inquiry, proposal or offer that is or may lead to an Acquisition Proposal, and, in connection therewith, the Company shall discontinue access and not establish or allow access to any data rooms, virtual or otherwise or otherwise furnish information and shall as soon as possible request, to the extent that it is entitled to do so (and exercise all rights it has to require) the return or destruction of all confidential information regarding the Company and its subsidiaries previously provided to any such person or any other person and shall request (and exercise all rights it has to require) the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding the Company and its subsidiaries. The Company agrees that it has not in the last 12 months and that neither it, nor any of its subsidiaries, shall terminate, waive, amend or modify, and agrees to actively prosecute and enforce, any proposal of any existing confidentiality agreement relating to any potential Acquisition Proposal or any standstill agreement to which it or any of its subsidiaries is a party, it being acknowledged and agreed that the automatic termination of any standstill provisions of any such agreement as a result of entering into and announcement of this Agreement by the Company, pursuant to the express terms of any such agreement, shall not be a violation of this Section 7.2(2) and that the Company shall not be prohibited from considering a Superior Proposal from a party whose standstill obligations so terminated automatically upon the entering into and announcement of this Agreement.

(3)           Notwithstanding Section 7.2(1) if at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution by the Securityholders at the Company Meeting, the Company receives any written Acquisition Proposal, other than any Acquisition Proposal that resulted from a breach of this Section 7.2, that the Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, constitutes or could reasonably be expected to lead to a Superior Proposal, if consummated in accordance with its terms, then the Company may following compliance with Section 7.2(4):

provided that the Company shall not, and shall not allow its Representatives to, disclose any non-public information to such person without having entered into a confidentiality and standstill agreement (a correct and complete copy of which confidentiality and standstill agreement shall be provided to the Purchaser before any such non-public information is provided) with such person that contains provisions that are no less favourable to the Company than those contained in the Confidentiality Agreement, provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with the Company, the termination of the Support and Voting Agreement or which restricts the Company or its subsidiaries from complying with this Section 7.2, and shall promptly provide to the Purchaser any material non-public information concerning the Company or its subsidiaries provided to such other person which was not previously provided to the Purchaser.

(4)           The Company shall promptly (and in any event within 24 hours orally, and 48 hours in writing following receipt) notify the Purchaser in the event it receives after the date hereof a bona fide Acquisition Proposal (or any inquiry, proposal or offer that may reasonably be expected to constitute or lead to an Acquisition Proposal), including the material terms and conditions thereof and the identity of the person making the Acquisition Proposal, inquiry, proposal or offer and shall keep the Purchaser reasonably informed (including by producing all documents, correspondences or other materials relating thereto) as to the status of developments and negotiations with respect to such Acquisition Proposal, including any changes to the material terms or conditions thereof.

(5)           Notwithstanding Section 7.2(1), if at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution by the Securityholders at the Company Meeting, the Company receives an Acquisition Proposal not resulting from a breach of this Section 7.2 that the Board of Directors concludes in good faith, after consultation with its financial and outside legal advisors, constitutes a Superior Proposal and that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, the Board of Directors may, subject to compliance with the procedures set forth in this Section 7.2 make a Change in Recommendation or enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(6)           Notwithstanding Section 7.2(1), the Board of Directors may, subject to compliance with the procedures set forth in this Section 7.2, make a Change in Recommendation (other than of the type referred to in clause (iii) of the definition thereof) if the Board of Directors determines in good faith, after consultation with its outside legal advisors, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, if and only if,

(7)           During the Matching Period, the Company agrees that the Parent and the Purchaser shall have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors shall review any offer to amend the terms of this Agreement in good faith in order to determine, in the exercise of its fiduciary duties and in consultation with its financial and outside legal advisors, whether the Parent’s and the Purchaser’s amended offer, upon acceptance by the Company would cause the Superior Proposal giving rise to the Matching Period to cease to be a Superior Proposal. If the Board of Directors determines that the Acquisition Proposal giving rise to such Matching Period does not continue to be a Superior Proposal compared to this Agreement as it is proposed to be amended by the Parent and the Purchaser, the Parties shall amend this Agreement to give effect to such amendments and the Board of Directors shall promptly reaffirm its recommendation of the Arrangement. If the Board of Directors continues to believe, in good faith, after consultation with its financial and outside legal advisors, that such Superior Proposal remains a Superior Proposal and therefore rejects the Parent’s and the Purchaser’s amended offer, if any, or the Parent and the Purchaser fail to enter into an agreement with the Company reflecting such amended offer, the Board of Directors may, subject to compliance with the procedures set forth in Section 7.2(5), make a Change in Recommendation and enter into a definitive agreement with respect to such Superior Proposal.

(8)           The Company acknowledges that each successive material modification to any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirements under Section 7.2(5)(b) and shall initiate a new Matching Period (except that references to five business days in the definition of Matching Period will be deemed to be a reference to three business days).

(9)           In the event the Company provides the notice contemplated by Section 7.2(5) or Section 7.2(6) on a date which is less than five business days prior to the Company Meeting, the Purchaser shall be entitled to require the Company to adjourn or postpone the Company Meeting to a date that is not more than seven business days after the date of the notice.

(10)        Nothing contained in this Agreement shall prohibit the Board of Directors from making disclosure to Shareholders to comply with its fiduciary duties in response to a Superior Proposal or as required by applicable Securities Laws in response to an Acquisition Proposal (including by responding to an Acquisition Proposal under a directors’ circular), provided that, for greater certainty, in the event of a Change in Recommendation and a termination by the Parent of this Agreement pursuant to Section 8.1(1)(c)(i) (on its own behalf and on behalf of the Purchaser), the Company shall pay the Termination Fee as prescribed by Section 7.3(1) and Section 7.3(2). In addition, nothing contained in this Agreement shall prevent the Company or the Board of Directors from calling and holding a meeting of the Shareholders, or any of them, requisitioned by the Shareholders, or any of them, in accordance with the BCBCA or ordered to be held by a court in accordance with applicable Laws.

(1)           If a Termination Fee Event occurs, the Company shall pay as directed by the Parent in writing (by wire transfer of immediately available funds) the Termination Fee in accordance with Section 7.3(2). For the purposes of this Agreement, “Termination Fee” means $250,000 and “Termination Fee Event” means the termination of this Agreement pursuant to:

(2)           (i) If a Termination Fee Event occurs in the circumstances set out in Section 7.3(1)(b), the Termination Fee shall be paid upon the consummation of the applicable Acquisition Proposal referred to therein, or (ii) If a Termination Fee Event occurs in the circumstances set out in Section 7.3(1)(c), the Termination Fee shall be paid simultaneously with the occurrence of such Termination Fee Event, and (iii) in all other cases, the Termination Fee shall be paid within two business days following the Termination Fee Event.

(3)           In no event shall the Company be required to pay under Section 7.3(1) and/or Section 7.3(2), in the aggregate, an amount in excess of the Termination Fee.

(4)           Each of the Parties acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. Each Party acknowledges that all of the payment amounts set out in this Section 7.3 are payments of liquidated damages which are a genuine pre-estimate of the damages which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each Party irrevocably waives any right that it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt as directed by the Parent of any Termination Fee pursuant to this Section 7.3 neither the Purchaser nor the Parent shall have any further claim against the Company arising from or in connection with this Agreement or the Arrangement, and the Purchaser and the Parent agree that, if paid by the Company in accordance with the terms hereof, the Termination Fee shall be the sole and exclusive remedy of the Parent and the Purchaser, provided that nothing in this Section 7.3 shall preclude the Purchaser or the Parent from, prior to the termination of this Agreement in accordance with its terms, seeking injunctive relief to restrain any breach or threatened breach by the Company of any of its obligations hereunder or otherwise to obtain specific performance.

Article VIII
TERMINATION, AMENDMENT AND WAIVER

(1)           This Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement or the Arrangement Resolution or the Arrangement by the Securityholders and/or the Court):

(2)           The Party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(1)(a)) shall give notice of such termination to the other Parties.

This Agreement shall be effective from the date hereof until the earlier of the Effective Date and the termination of this Agreement in accordance with its terms. If this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party hereto, except that: (a) the provisions of this Section 8.2, Section 2.4(6), Section 2.8, the last sentence of Section 5.3, Section 7.3 and Article IX (other than Section 9.3) shall survive any termination hereof pursuant to Section 8.1(1); and (b) neither the termination of this Agreement nor anything contained in this Section 8.2 shall relieve any Party for any liability for any wilful and intentional breach of this Agreement subject to the limitations set forth in Section 7.3(4).

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting, but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may, subject to the Interim Order and Final Order and applicable Laws, without limitation:

No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar) or a future waiver of the same provisions, nor shall such waiver be binding unless executed in writing by the Party to be bound by the waiver. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Article IX
GENERAL PROVISIONS

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by e-mail transmission, or as of the following business day if sent by prepaid overnight courier, to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other Parties given in accordance with these provisions):

Genius Brands International, Inc.

Genius Brands International

190 N. Canon, 4th Fl.

Beverly Hills CA 90210

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

(1) Norton Rose Fulbright US LLP
555 South Flower Street, Forty-First Floor
Los Angeles, California

90071, United States

(2) Norton Rose Fulbright Canada LLP
Toronto Dominion Centre
222 Bay Street, Suite 3000
Toronto, ON M5K 1E7
Canada

Wow Unlimited Media Inc.
200 – 2025 West Broadway

Vancouver, BC V6J 1Z6

Canada

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

Dentons Canada LLP

77 King Street West, Suite 400

Toronto-Dominion Centre

Toronto, ON M5K 0A1

Canada

This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of British Columbia and the Laws of Canada applicable therein, and shall be construed and treated in all respects as a British Columbia contract. The Parties agree that any Proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby shall be brought in any court of the Province of British Columbia, and each of the Parties irrevocably consents to the jurisdiction of such courts (and of the appellate courts therefrom) in any such Proceeding and irrevocably waives, to the fullest extent that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under all applicable Laws. Process in any Proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 9.1 shall be deemed effective service.

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Section 8.1, the Parties shall be entitled to an injunction or injunctions and other equitable relief to prevent breaches or threatened breaches of the provisions of this Agreement or to otherwise obtain specific performance of any such provisions and to cause the Arrangement and the other transactions contemplated by this Agreement to be consummated on the terms and subject to the conditions set forth herein. Each Party hereby waives (i) any defences in any action for specific performance, include the defence that a remedy at Law would be adequate and (ii) any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

Except as expressly otherwise provided in this Agreement, all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of the Company incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

Time shall be of the essence in this Agreement.

This Agreement shall be binding on and shall enure to the benefit of the Parties and their respective successors and permitted assigns.

This Agreement (including the Schedules hereto), the Company Disclosure Letter and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of all the Parties.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Except as provided in Section 2.4(6), Section 5.3 and Section 5.10(4) which, without limiting their terms, are intended as stipulations for the benefit of the third persons mentioned therein, and except for the rights of the Shareholders to receive the applicable consideration following the Effective Time pursuant to the Arrangement (for which purpose the Company hereby confirms that it is acting as agent on behalf of the Securityholders), this Agreement is not intended to benefit, create or confer any rights, cause of action or remedies in favour of any person other than the Parties to this Agreement, and that no person, other than the Parties to this Agreement, shall be entitled to rely on the provisions in this Agreement in any action, suit, Proceeding, hearing or other forum. The Parent and the Purchaser appoint the Company as the trustee for the applicable directors, officers and employees of the Company with respect to such individuals specified in Section 2.4(6) and Section 5.3 hereof and the Company accepts such appointment. To the fullest extent permitted by applicable Law, each of the Parent, the Purchaser and the Company agrees that the stipulations for the benefit of third persons set out in Section 2.4(6), Section 5.3 and Section 5.10(4) shall not be revoked, and that acceptance by such third persons of such stipulations shall be deemed to have occurred, without prejudice to their right to accept in any other manner, through the fulfilment of their respective duties and functions with the Company or its subsidiaries until the end of the business day following the execution of this Agreement, it being an essential condition of this Agreement that the persons intended to be beneficiaries of such stipulations shall be entitled to all the rights and remedies available to them thereunder and under applicable Law.

The Parties to this Agreement waive the application of any applicable Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document.

No director or officer of the Purchaser or the Parent or any of their subsidiaries shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Purchaser or the Parent or any of their subsidiaries. No director or officer of the Company or any of its subsidiaries shall have any personal liability whatsoever to the Purchaser or the Parent under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Company or any of its subsidiaries.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

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

IN WITNESS WHEREOF, the Parent, the Purchaser and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

SCHEDULE A

ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

SCHEDULE B

PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Shares and the Notes have not been listed or quoted by the Company on any market other than the Exchange. No order ceasing or suspending trading in securities of the Company or prohibiting the sale of such securities has been issued and outstanding against the Company or its directors or officers.

SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER

SCHEDULE E

SUPPORT AND VOTING AGREEMENT

See attached.

SCHEDULE F

TERM SHEET FOR EXCHANGEABLE SHARES

See attached.