---

---

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

---

---

*

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

Section 1.1	Certain Defined Terms    2

Section 2.1	Purchase and Sale    12

Section 2.2	Purchase Price    12

Section 2.3	Satisfaction of Purchase Price    12

---

Section 2.4	Purchase Price Adjustment    13

Section 2.5	Purchase Price Adjustment Process    14

Section 2.6	Allocation of Purchase Price    16

Section 2.7	Closing    16

Section 2.8	Closing Deliveries of the Seller Parties    17

Section 2.9	Closing Deliveries of the Purchaser    18

Section 2.10	Acknowledgements of Seller Parties Regarding Purchase Price    18

Section 3.1	Organization    19

Section 3.2	Organizational Documents and Corporate Records    19

Section 3.3	No Conflicts; Required Consents    19

Section 3.4	Capitalization    20

Section 3.5	Subsidiaries and Investments    21

Section 3.6	Financial Statements; Books and Records    21

Section 3.7	No Undisclosed Liabilities; Indebtedness and Liens    22

Section 3.8	Absence of Certain Changes    22

Section 3.9	Material Contracts    22

Section 3.10	Legal Proceedings    25

Section 3.11	Compliance with Applicable Laws    25

Section 3.12	Licenses    26

Section 3.13	Title to and Sufficiency of Assets    26

Section 3.14	Inventory    27

Section 3.15	Customers; Operational Matters    27

Section 3.16	Owned Real Property    27

Section 3.17	Leased Real Property    28

Section 3.18	Intellectual Property; Confidential Information    29

Section 3.19	Tax Matters    31

Section 3.20	Environmental Matters    34

Section 3.21	Business Personnel    34

Section 3.22	Labor Matters    35

Section 3.23	Employee Benefit Matters    35

Section 3.24	Insurance Matters    37

Section 3.25	Related Party Transactions    37

Section 3.26	Bank Accounts; Powers of Attorney; Directors and Officers    37

Section 3.27	Privacy Laws    37

Section 3.28	Competition Matters; Bankruptcy and Insolvency    38

Section 3.29	No Broker    38

Section 4.1	Authorization; Enforceability    38

Section 4.2	No Conflicts; Required Consents    39

Section 4.3	Ownership of the Shares; Capitalization and Control of the Sellers    39

Section 4.4	Legal Proceedings    40

Section 4.5	Residency    40

---

Section 5.1	Organization    40

Section 5.2	Authorization; Enforceability    40

Section 5.3	No Conflicts; Required Consents    40

Section 5.4	Investment Canada Status    41

Section 5.5	Privacy Laws    41

Section 6.1	Employee Matters    41

Section 6.2	Tax Returns    42

Section 6.3	Expenses    43

Section 6.4	Further Assurances    43

Section 7.1	Privacy Obligations of the Seller Parties and the Corporation    43

Section 7.2	Privacy Obligations of the Purchaser    44

Section 8.1	Survival    44

Section 8.2	Indemnification by the Seller Parties    45

Section 8.3	Indemnification by the Purchaser    46

Section 8.4	Limitations on Indemnification    46

Section 8.5	Third Party Claim Procedures    48

Section 8.6	Direct Claim Procedures    51

Section 8.7	Tax Treatment of Indemnification Payments    51

Section 8.8	Administration and Release of Holdback Amount    51

Section 8.9	Exclusive Remedy    52

Section 9.1	Each Seller Group - Joint and Several Liability    52

Section 9.2	Notices    52

Section 9.3	Counterparts    54

Section 9.4	Amendments and Waivers    54

Section 9.5	Severability    54

Section 9.6	Assignment; Successors and Assigns    54

Section 9.7	No Third Party Beneficiaries    55

Section 9.8	Governing Law    55

Section 9.9	Jurisdiction and Consent to Service    55

Section 9.10	Waiver of Right to Jury Trial    55

Section 9.11	Specific Performance    55

Section 9.12	Headings; Interpretation; Absence of Presumption    56

Section 9.13	Non Merger    56

Section 9.14	Entire Agreement    56

Section 9.15	Gender and Number    57

Section 9.16	Headings, etc.    57

Section 9.17	Currency    57

Section 9.18	Certain Phrases, etc.    57

Section 9.19	Accounting Terms    57

---

Section 9.20	Incorporation of Exhibits and Schedules    57

---

---

Section 1.1	Certain Defined Terms

---

---

---

---

---

---

---

---

---

---

Section 2.1	Purchase and Sale

---

Section 2.2	Purchase Price

Section 2.3	Satisfaction of Purchase Price

(a)	The Purchase Price shall be paid and satisfied as follows:

(i)

at Closing 3% of the amount equal to (A) the Purchase Price, minus (B) the Payoff Amount (the “Holdback Amount”) shall be held back from the Purchase Price by the Purchaser and delivered to the Escrow Agent to be deposited in an interest bearing account, held in trust for a period of Fifteen (15) months in accordance with and subject to the terms of the Escrow Agreement. The Holdback Amount shall be dealt with in the manner set forth in Section 2.5(c)(ii), Section 8.8 and the Escrow Agreement;

(ii)

at Closing the Payoff Amount (with the exception of any Indebtedness related to Permitted Liens) as set forth in the Estimated Closing Statement shall be paid and satisfied by payment of such amounts by the Purchaser (for, on behalf of, and at the irrevocable direction of the Sellers) directly to the payees thereof pursuant to Payoff Statement delivered on or before the Closing Date (and as against receipt of full and final discharges and releases from such payees, including any and all security held in respect of any Liens which are not Permitted Liens);

(iii)	at Closing the Unpaid Transaction Expenses Amount shall be paid and satisfied by payment of such amounts by the Purchaser (for, on behalf of, and at the irrevocable direction of the Corporation) directly to the payees thereof pursuant to the Invoices to be provided at Close;

(iv)	at Closing the Purchaser shall pay the Cash Amount based on the Estimated Closing Statement in cash to the Sellers’ Counsel, in trust for and to be allocated among the Sellers in accordance with Schedule 2.8 by way of wire transfer; and

(v)	by the Purchaser causing the Corporation to pay the discretionary bonuses described in Schedule 1.1(2), in accordance with Section 2.9(c).

(b)

The Purchaser and the Sellers acknowledge that it is not possible to conclusively determine the Net Working Capital until the Closing Working Capital Statement is finalized in accordance with Section 2.5. Accordingly, the Purchaser and the Sellers agree that, prior to the Closing Date, the Sellers have delivered to the Purchaser a good faith estimate of (i) the Net Working Capital, (ii) the adjustments to the Purchase Price pursuant to Section 2.4 and (iii) the net impact of such estimated adjustments on the Cash Amount and the Purchase Price (the “Estimated Closing Statement”),

---

Section 2.4	Purchase Price Adjustment

Section 2.5	Purchase Price Adjustment Process

(a)	Within ninety (90) days of the Closing Date, the Purchaser shall prepare and deliver to the Sellers:

(i)	financial statements of the Corporation for period commencing March 1, 2017 and ending on the day immediately prior to the Closing Date (the “Closing Financial Statements”); and

(ii)	a closing statement prepared by the Purchaser which calculates (A) the Net Working Capital, and (B) the adjustments referred to in Section 2.4 (the “Closing Working Capital Statement”).

(b)	Dispute Resolution Procedure

(i)

Upon receipt of the Closing Financial Statements and the Closing Working Capital Statement, the Seller Parties and their accountants (subject to reasonable confidentiality restrictions) shall be permitted during the succeeding forty-five (45) day period (the “Review Period”) reasonable access during business hours to the personnel of the Purchaser and its Affiliates, and any documents (including Books and Records), schedules or workpapers used by the Purchaser and its Affiliates in the preparation of the Closing Financial Statements and the Closing Working Capital Statement.

(ii)	The Closing Financial Statements and the Closing Working Capital Statement delivered pursuant to Section 2.5(a)(i) and (ii) and the Purchaser’s

---

(iii)

If the Seller Parties deliver a notice of disagreement to the Purchaser pursuant to Section 2.5(b)(ii), the Purchaser and the Seller Parties shall, during the fifteen (15) day period following the Purchaser’s receipt of such notice, negotiate in good faith and use commercially reasonable efforts to resolve promptly all of the disputed items and amounts specified in such notice of disagreement. Any such disputed items and amounts that are resolved by a written agreement between the Purchaser and the Seller Parties within such fifteen (15) day period shall be final, binding and conclusive on the parties and shall become part of the calculations of the Net Working Capital and any adjustment to the Purchase Price as provided in Section 2.4.

(iv)

If the Purchaser and the Seller Parties are unable to resolve all of the disputed items and amounts that were included in a notice of disagreement by the end of such fifteen (15) day period, then as promptly as practicable and in no event later than ten (10) days thereafter, they shall jointly engage and submit the matters that remain in dispute for resolution to the Independent Accountant. Each party agrees (A) to execute a reasonable engagement letter with the Independent Accountant to review this Section 2.5 and agrees to comply with the terms hereof, (B) to submit to the Independent Accountant not later than fifteen (15) days after its engagement a written statement summarizing its position on the matters that remain in dispute, together with such supporting documentation as it deems necessary, and (C) not to engage in any ex-parte communications with the Independent Accountant.

(v)

The Purchaser and the Seller Parties shall jointly instruct the Independent Accountant that: (A) it shall act as an expert in accounting, and not as an arbitrator, to resolve the matters that remain in dispute and were included in the notice of disagreement in accordance with the methodologies and assumptions used by the Corporation in the preparation of the Financial Statements, the Estimated Closing Statement, and other terms of this Agreement; (B) it shall base its decision solely on the written submissions of the Purchaser and the Seller Parties and shall not conduct an independent review or audit; (C) it may not assign a dollar value to any disputed item greater than the highest amount or less than the lowest amount claimed by the Purchaser or the Seller Parties, as applicable; and (D) it shall deliver to

---

(vi)

The fees and expenses of the Independent Accountant shall be allocated to and borne by the Purchaser, on the one hand, and the Sellers, on the other hand, in inverse proportion as they may prevail on the disputed amounts resolved by the Independent Accountant, which proportionate allocations shall be calculated on an aggregate basis based on the relative dollar values of all such disputed amounts and shall be determined by the Independent Accountant and included in its written decision. For example, if the disputed amounts total $1,000 and the Independent Accountant awards $600 in favour of the Purchaser’s position and $400 in favour of the Sellers position, 60% (i.e., 600 ÷ 1,000) of the fees and expenses of the Independent Accountant would be borne by the Sellers and 40% (i.e., 400 ÷ 1,000) would be borne by the Purchaser.

(c)	Upon acceptance of the Closing Working Capital Statement by the Purchaser and the Seller Parties, or a final determination pursuant to Section 2.5(b) if the Purchase Price, as finally adjusted in accordance with the provisions hereof (the “Adjusted Purchase Price”):

(i)

is greater than the Purchase Price as adjusted and paid at Closing pursuant to Section 2.3(b) (the “Closing Purchase Price”), then the Purchase Price shall, in accordance with Section 2.4, be increased, dollar for dollar, by the amount by which the Adjusted Purchase Price exceeds the Closing Purchase Price, and the Purchaser shall promptly pay in cash, to the Sellers’ Counsel, in trust for the Sellers, the amount of such difference; and

(ii)

is less than the Closing Purchase Price (the amount of such difference, the “Shortfall Amount”), the Purchase Price shall, in accordance with Section 2.4, be decreased, dollar for dollar, by the Shortfall Amount and the Sellers shall promptly pay to the Purchaser, in cash, an amount equal to the Shortfall Amount.  The Purchaser shall also be permitted, by written notice to the Sellers within two (2) days after such final determination and prior to any such payment by the Sellers, in its sole discretion, to require the Holdback Amount to be used to satisfy the Sellers’ obligations in this Section 2.5(c)(ii), and, if so, the Purchaser and the Sellers will provide instructions, set forth in a joint written notice, to the Escrow Agent to pay to the Purchaser an amount equal to the Shortfall Amount from the Holdback Amount and, in the event the Holdback Amount is insufficient to satisfy the Shortfall

---

Section 2.6	Allocation of Purchase Price

Section 2.7	Closing

Section 2.8	Closing Deliveries of the Seller Parties

(a)	share certificates evidencing the Purchased Shares, accompanied by duly executed stock transfer powers in form and substance reasonably satisfactory to the Purchaser;

(b)	a termination agreement in respect of the USA;

(c)	proof of termination of the Consulting Agreement;

(d)	a certificate of status, compliance, good standing or like certificate with respect to the Corporation, 170 and PMC, each issued by the appropriate government officials of the jurisdiction of such entity’s incorporation;

(e)	certified copies of all necessary corporate resolutions, authorizations and proceedings of the Sellers that are required to be taken or obtained to permit the due and valid transfer of the Purchased Shares to and in the name of the Purchaser as may be required in order to authorize the execution, delivery and performance of this Agreement and the Transactions;

(f)	the minute books, ledgers and registers and corporate seal of the Corporation;

(g)	a bank statement from the BMO online system setting for the amount of Indebtedness owed to BMO as of the date immediately prior to the Closing Date, together with the Seller Parties' estimate of the outstanding cheques and other payments not reflected in such bank statement (collectively, the Payoff Statement”);

(h)

a written invoice, in form and substance reasonably satisfactory to the Purchaser, from each payee owed a portion of the Unpaid Transaction Expenses Amount, which invoices (i) will specify the portion of the Unpaid Transaction Expenses Amount payable to each such payee, (ii) will provide that, upon payment of such invoice, all amounts due to such payee for services rendered in connection with this Agreement

---

(i)	the Ancillary Agreements, duly executed by each of the parties thereto (other than the Purchaser and the Corporation;

(j)	duly signed resignations of the directors and officers of the Corporation other than Doug Drury, Kurt Mario, Greg Pek and John Sauer;

(k)	a release from each Seller Party and Wiley Auch in favour of the Corporation;

(l)	the Funds Flow Statement; and

(m)	all consents, waivers or approvals obtained by the Corporation or the Sellers with respect to the consummation of the Transaction, including the items identified in Schedule 3.3(b).

Section 2.9	Closing Deliveries of the Purchaser

(a)	At the Closing Time, the Purchaser shall deliver or cause to be delivered to the Sellers all of the following:

(i)	evidence of payment of the Cash Amount;

(ii)	evidence of deposit of the Holdback Amount with the Escrow Agent;

(iii)	a duly executed receipt in favour of the Sellers for the Purchased Shares;

(iv)	a certificate of status or good standing for the Purchaser issued as of the Closing Date by the Purchaser’s applicable jurisdiction of incorporation;

(v)	a certified copy of resolutions of the directors of the Purchaser as may be required in order to authorize the execution, delivery and performance of this Agreement;

(vi)	a shareholder and director resolution of the Corporation appointing the new directors and officers of the Corporation; and

(vii)	the Ancillary Agreements, duly executed by each of the Purchaser and the Corporation.

(b)

At the Closing Time, the Purchaser shall pay or cause to be paid, on behalf of the Sellers or the Corporation, the Payoff Amount to the Persons, in the amounts and in accordance with the instructions set forth in the Funds Flow Spreadsheet and in accordance with the instructions set forth in the Funds Flow Spreadsheet. All such amounts so paid shall nevertheless be deemed paid to or on behalf of the Sellers or the Corporation, as applicable, for all purposes of this Agreement and no interest shall be paid or accrued in respect of such amounts.

---

(c)	The Purchaser hereby covenants and agrees to cause the Corporation to pay bonuses in the aggregate amount of One Million Two Hundred Thirty Seven Thousand Two Hundred Fifty Dollars ($1,237,250.00) to those individual officers and employees and in the amounts set out in Schedule 1.1(2), within five (5) Business Days of the Closing Date.

(d)	The Purchaser hereby covenants and agrees to cause the Corporation to pay to the relevant individuals the executive profit share bonuses in the aggregate amount of One Hundred Sixty-Four Thousand Three Hundred Seventy-Six Dollars ($164,376), as set out in Schedule 1.1(1), on or within five (5) Business Days of October 20, 2017.

Section 2.10	Acknowledgements of Seller Parties Regarding Purchase Price

Section 3.1	Organization

---

Section 3.2	Organizational Documents and Corporate Records

Section 3.3	No Conflicts; Required Consents

(a)

The execution, delivery and performance by the Seller Parties of this Agreement and each Ancillary Agreement to which any Seller Party is a party do not, and the consummation by the Seller Parties of the Transaction will not, (i) conflict with, violate or result in a breach of any provision of the Organizational Documents of the Corporation; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law binding upon or applicable to the Corporation or any of its assets or properties; (iii) assuming compliance with the matters referred to in Schedule 3.3(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give rise to any rights of acceleration, amendment, termination or cancellation or to a loss of any rights under, any Contract or License to which the Corporation is a party or by which the Corporation or any of its assets or properties is bound, other than in the case of this clause (iii) any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Corporation; or (iv) result in the creation or imposition of any Lien upon the Purchased Shares, or any other assets or properties of the Corporation.

(b)

Except as set forth in Schedule 3.3(b), no consent, approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or any other Person is required to be obtained, made or given by the Corporation or any of the Seller Parties as a result of or in connection with the Seller Parties’ execution, delivery and performance of this Agreement or any Ancillary Agreement or consummation of the Transaction, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Corporation.

Section 3.4	Capitalization

(a)

The authorized and issued capital of the Corporation is accurately set forth on Schedule 3.4(a). The Purchased Shares (i) have been duly authorized, (ii) are validly issued, fully paid and non-assessable, (iii) were not issued in violation of any Applicable Law, and (iv) were not issued in violation of and, excluding the USA, are not subject to any pre-emptive rights, rights of first refusal or rights of first offer or other similar right.

---

(b)

Except as set forth in Schedule 3.4(a) there are no issued, reserved for issuance or outstanding: (i) shares or other voting securities of, or equity interests in the Corporation; (ii) securities of the Corporation convertible into or exercisable or exchangeable for shares or other voting securities of, or equity interests in, the Corporation; (iii) subscriptions, options, warrants or other rights obligating the Corporation to issue, deliver, sell, repurchase, redeem or acquire any shares or other voting securities of, or equity interests in, the Corporation or any securities convertible into or exercisable or exchangeable for shares or other voting securities of, or equity interests in, the Corporation; or (iv) stock appreciation, “phantom” stock, profit participation or other equity equivalent rights with respect to the Corporation.

(c)	There are no outstanding bonds, debentures, notes or other Indebtedness of the Corporation the holders of which have the right to vote (or convertible into or exercisable or exchangeable for securities having the right to vote) on any matters on which the Sellers, may vote.

(d)	Other than the USA, there are no shareholder agreements, voting trusts, proxies or other similar agreements or understandings in effect with respect to the voting, transfer or other disposition of the Purchased Shares.

Section 3.5	Subsidiaries and Investments

Section 3.6	Financial Statements; Books and Records

(a)

Attached to Schedule 3.6(a) are, true, complete and correct copies of the following financial statements (collectively, the “Financial Statements”): (i) audited balance sheets and statements of income and retained earnings for the Corporation as at and for the years ended February 28, 2017, February 29, 2016 and February 28, 2015; and (ii) unaudited internally management prepared balance sheets and income statements for the Corporation as at and for the period ended June 30, 2017.

(b)

The Financial Statements: (i) have been prepared from, and are in accordance with, the Books and Records of the Corporation; (ii) have been prepared in accordance with GAAP consistently applied during the periods covered thereby (except for the absence of footnotes and, in the case of any interim financial statements, normal and recurring year-end adjustments that are not expected to be material in amount or effect); and (iii) present fairly and accurately, in all material respects, the financial condition and results of operations of the Corporation, as of the dates thereof or for the periods covered thereby.

(c)	The Books and Records of the Corporation that were used as source documentation for the preparation of the Financial Statements and the Estimated Closing Statement

---

(d)

Except as set forth in Schedule 3.6(d), all Accounts Receivable reflected on the Books and Records of the Corporation have arisen from bona fide transactions in the Ordinary Course of Business, and are valid, genuine and fully collectible in the Ordinary Course of Business without resort to litigation or extraordinary collection activity, subject only to any reserve that may be included in the calculation of the Closing Working Capital Statement and are not subject to any discount, set-off, counterclaim or assignment.

Section 3.7	No Undisclosed Liabilities; Indebtedness and Liens

(a)

The Corporation does not have any liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, other than (i) Liabilities disclosed in Schedule 3.7(b), (ii) Liabilities disclosed in or accrued for on the Financial Statements or the Estimated Closing Statement or (iii) Liabilities similar in nature and amount to those disclosed in or accrued for on the Financial Statements or the Estimated Closing Statement that (1) have been incurred since February 28, 2017 in the Ordinary Course of Business, (2) are not, individually or in the aggregate, material to the Business and (3) are disclosed in or accrued for on the Estimated Closing Statement.

(b)

Except as set forth in Schedule 3.7(b): (i) the Corporation does not have any Indebtedness; (ii) the Corporation does not guarantee any Indebtedness of any Person; (iii) there are no Liens on the Purchased Shares; and (iv) there are no Liens (other than Permitted Liens) on the assets and properties of the Corporation. Schedule 3.7(b) sets forth a true, complete and correct list of (1) the holders of all Indebtedness of the Corporation and (2) the amount of the Indebtedness owed to each such holder.

---

Section 3.8	Absence of Certain Changes

(a)	any change, condition, event or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Corporation;

(b)	any material damage, destruction or other casualty loss (whether or not covered by insurance) affecting the Business or the assets or properties of the Corporation; or

(c)	any material change in the practices, policies and procedures of the Corporation with respect to cash management, collection of receivables, establishment of reserves for uncollectible receivables, prepayment of expenses, payment of payables and accrual of other expenses.

Section 3.9	Material Contracts

(a)	Except as set forth in Schedule 3.9(a), the Corporation is not a party to or otherwise bound by any of the following Contracts (collectively, the “Material Contracts”):

(i)	lease, agreement to lease or agreement in the nature of a lease, whether as lessor or lessee, and whether in respect of real property or personal property;

(ii)	any Contract for the purchase of materials, supplies or services which requires payment of more than $50,000, except for purchases of inventory in the Ordinary Course of Business, consistent with past practice;

(iii)	any Contract with any Customer providing for the payment of a fee by such Customer for the performance of services by the Corporation outside the Ordinary Course of Business;

(iv)	any Contract relating to the sharing of commissions or fees, the rebating of charges or other similar arrangement;

(v)	any Contract granting any Person “most favored nation” status or “exclusivity” or similar rights;

(vi)	any Contract with (A) any Governmental Authority, (B) any prime contractor or grantee of a Governmental Authority in its capacity as prime contractor or grantee or (C) any subcontractor at any tier with respect to any Contract of a type described in the foregoing clause (A) or (B);

(vii)	any Contract for any partnership, joint venture, strategic alliance or other similar arrangement;

---

(viii)	any Contract providing for the settlement of any material claim against the Corporation pursuant to which such Corporation has any existing material obligations;

(ix)	any Contract relating to the acquisition or divestiture of any business (whether by merger, sale of equity, sale of assets or otherwise), including any Contract pursuant to which the Corporation is, or may become, obligated to pay any amount in respect of an “earn-out” or other form of deferred or contingent consideration;

(x)	any Contract granting any Person (other than the Corporation) a right of first refusal, right of first offer or similar right to purchase or acquire any of the equity interests, assets, properties or business of the Corporation;

(xi)	any Contract requiring the Corporation to make any advance, loan, extension of credit or capital contribution to, or other investment in, any Person;

(xii)	any Contract (A) relating to the incurrence, assumption or guarantee of any Indebtedness (including all loan agreements, notes, bonds, debentures, indentures or guarantees) or (B) creating or granting a Lien on the Purchased Shares or any assets or properties of the Corporation;

(xiii)	any Contract with any Business Personnel concerning deferred compensation agreements, severance agreements, non-solicitation or non-competition agreements, or change of control agreements but shall not include any Contract with any Business Personnel that is terminable upon reasonable working notice or pay in lieu thereof under Applicable Law;

(xiv)	any Contract between the Corporation, on the one hand, and any of the Seller Parties, any Affiliate of any of the Seller Parties or any director, manager or officer of the Corporation, on the other hand (other than any Contracts covered by clause (xiii) above);

(xv)	any license, sublicense or royalty agreement relating to any Intellectual Property Rights, other than standard end-user license agreements relating to any “shrink wrap,” “click wrap” or “off the shelf” software that is generally commercially available;

(xvi)	any Contract that limits or purports to limit the ability of the Corporation (A) to engage in any line of business, (B) to compete with any Person, (C) to operate in any geographic area, (D) to solicit or accept business from the clients or prospective clients of any Person or (E) to solicit for employment or hire any Person;

(xvii)	any Contract pursuant to which the Corporation has agreed to settle, release, compromise or waive any material rights, claims, obligations, duties or liabilities; or

---

(xviii)	any other Contract which is material to the operation of the Business.

(b)	The Sellers Parties have made available to the Purchaser a true, complete and correct copy of each Material Contract set forth in Section 3.9(a) made in writing, along with accurate written descriptions in all material respects of each such Material Contract made orally, including all amendments thereto.

(c)

Except as set forth in Schedule 3.9(c), each Material Contract (i) is a legal, valid and binding obligation of the Corporation (ii) to the Knowledge of the Seller Parties, is a legal valid and binding obligation of the other parties to the Material Contract (iii) is in full force and effect in accordance with its terms and (iv) upon consummation of the Transaction, will continue in full force and effect without penalty or other adverse consequence, subject to obtaining the consents and approvals, giving the notices or taking the other actions referred to in Schedule 3.3(b). Neither the Corporation, nor the Seller Parties or, to the Knowledge of the Seller Parties, any other party to any Material Contract is in breach of or default under in any material respect, or has provided or received any written notice alleging any breach of or default under in any material respect, any Material Contract. To the Knowledge of the Seller Parties, no event has occurred that (with or without the lapse of time, the giving of notice or both) would constitute a material breach of or default under any Material Contract by the Corporation or, to the Knowledge of the Seller Parties, by any other party thereto. None of the counterparties to any Material Contract has notified any Seller Party or the Corporation that it intends to terminate, cancel or not renew any such Material Contract.

Section 3.10	Legal Proceedings

(a)	Except as set forth in Schedule 3.10(a), there is no Action pending or, to the Knowledge of the Seller Parties, threatened against or affecting the Corporation or any of its assets or properties, and true, complete and correct copies of all pleadings, correspondence and other documents relating to each Action disclosed therein have been made available to the Purchaser.

(b)	Neither the Corporation nor any of the Seller Parties is subject to or otherwise bound by any order, injunction, judgment, settlement or decree that prohibits or limits in any material respect the conduct of the Business.

Section 3.11	Compliance with Applicable Laws

(a)	The Corporation currently conducts, and has conducted, the Business in compliance in all material respects with all Applicable Laws.

(b)

Without limiting the generality of Section 3.11(a), the Corporation currently conducts, and has conducted, the Business in compliance in all material respects with all applicable anti-corruption or anti-bribery laws, including the Corruption of Foreign Public Officials Act (Canada) and the United States Foreign Corrupt Practices Act of 1977, as amended. The Corporation maintains and is in compliance

---

(c)	Without limiting the generality of Section 3.11(a), the operations of the Corporation have been conducted in compliance with financial record-keeping and reporting requirements of Applicable Laws relating to money laundering including with respect to the Corporation, the Proceeds of Crime (Money Laundering and Terrorism Financing) Act (Canada).

(d)

Neither the Seller Parties nor, to the Knowledge of the Seller Parties, the Corporation has received any notice or other communication from any Governmental Authority or other Person alleging or relating to any material violation of or failure to comply with any Applicable Law. To the Knowledge of the Seller Parties, the Corporation nor any of the Seller Parties is under investigation or review by any Governmental Authority or other with respect to, or has been threatened to be charged with, any material violation of any Applicable Law.

Section 3.12	Licenses

---

Section 3.13	Title to and Sufficiency of Assets

(a)

The Corporation has good, valid and marketable title to, or in the case of leased assets and properties a valid leasehold interest in, all of the assets and properties owned or leased by the Corporation, free and clear of any and all Liens other than Permitted Liens. There is no Contract granting any Person (including any Business Personnel) or recognizing with respect to any Person any ownership or vesting right in, or any right of first refusal, right of first offer or other preferential right to purchase, assets or properties of the Corporation (including any book of business) or any portion thereof or interest therein other than in the Ordinary Course.

(b)	The assets and properties of the Corporation constitute all of the assets and properties of the Business as currently conducted. All material tangible personal property used or held for use in the operation or conduct of the Business as currently conducted has been reasonably maintained in accordance with good business practice, reasonable wear and tear excepted.

Section 3.14	Inventory

Section 3.15	Customers; Operational Matters

Section 3.16	Owned Real Property

---

(a)	the conduct of the Business, and the existing ownership, use, maintenance and operation of the Owned Real Property materially comply, with all Applicable Law, including all Environmental Law, and with all covenants, restrictions, rights or easements registered against title to the Owned Real Property;

(b)	the Corporation has not received any written notice of any currently outstanding orders, requirements or directions of Governmental Authority requiring any work, or capital expenditures, with respect to the Owned Real Property, and to the Knowledge of the Seller Parties, no such orders, requirements or directions are pending or threatened;

(c)

to the Knowledge of the Seller Parties, there are no buildings, fixtures or improvements on any adjoining lands, whether public or private, that encroach on the Owned Real Property. All Plant and Buildings are located wholly within the boundaries of the Owned Real Property and comply with all Applicable Law and all covenants, restrictions, rights and easements registered against the title to the Owned Real Property;

(d)	to the Knowledge of the Seller Parties, there are no outstanding development charges or development permit applications pertaining to the Owned Real Property;

(e)	the Owned Real Property is serviced by all applicable public and private utilities services which have adequate capacity for the normal operation of the Business;

(f)	no part of the Owned Real Property has been condemned, taken or expropriated by any Governmental Authority, nor to the Knowledge of the Seller Parties, has any notice or proceeding in respect thereof been given or commenced;

(g)	the Owned Real Property has adequate rights of access to and from public streets or highways for the normal operation of the Business;

(h)	to the Knowledge of the Seller Parties, there are no material defects in the design, construction or structure of the Plants and Buildings;

(i)	all amounts for labour or material supplied to or on behalf of the Corporation relating to the construction, alteration or repair of the Plants and Buildings or Owned Real Property have been paid in full and no one has filed, nor to the Knowledge of the Seller Parties has a right to file, any builders’, mechanics’ or similar liens in respect thereof;

(j)	the Corporation has received no notice from any Governmental Authority concerning, and the Sellers have no Knowledge of: (i) the possible widening of streets abutting the Owned Real Property; or (ii) any change in the applicable planning by-laws (including zoning classifications) concerning the Owned Real Property;

---

(k)	the Corporation has received no written notice from, or on behalf of, any existing insurance carriers that any currently outstanding alterations in the improvements on the Owned Real Property are required; and

(l)	the Corporation has had no boundary or water drainage disputes with the owner of any property adjacent to the Owned Real Property, nor are there currently any such disputes;

Section 3.17	Leased Real Property

(a)

Schedule 3.17 sets forth a true, complete and correct list of all real property leased or subleased by the Corporation (the “Leased Real Property”), including the following information with respect to each real estate lease in effect for each Leased Real Property: (i) the name of the landlord; (ii) the address of such Leased Real Property; (iii) the expiration date of such lease; (iv) the amount of the monthly rental payment payable under such lease; and (v) the amount of any security deposit under such lease.

(b)	There are no Contracts to which the Corporation is a party granting to any third party the right of use or occupancy of any portion of any Leased Real Property.

(c)

The Corporation has paid timely all rents and other amounts due, and is in compliance in all material respects with its other obligations, under the leases for the Leased Real Property. To the Knowledge of the Seller Parties: (i) there are no material structural, physical or mechanical defects or other material adverse physical conditions affecting any Leased Real Property; (ii) all building systems and improvements to, or which constitute a portion of, the Leased Real Property are in good operating condition and repair, ordinary wear and tear excepted; and (iii) neither the whole nor any material part of the Leased Real Property is subject to any pending or threatened suit for expropriation or other taking by any Governmental Authority.

(d)	The conduct of the Business in, and the use, maintenance and operation of the Leased Real Property by the Corporation, and does materially comply, with all Applicable Law, including all Environmental Law.

(e)	Except as described in Schedule 3.17, the Corporation occupies, and has the exclusive right to occupy and use, the Leased Real Property.

(f)	Each of the leases in respect of the Leased Real Property is in good standing and in full force and effect, and neither the Corporation nor, to the Knowledge of the Seller Parties, any other party thereto is in breach of any covenants or conditions contained therein.

(g)	A true and complete copy of each lease in respect of the Leased Real Property and all amendments thereto have been provided to the Purchaser.

---

Section 3.18	Intellectual Property; Confidential Information

(a)

Except as set out in Schedule 3.18(a), the Corporation owns all right, title and interest in and to, or is licensed or otherwise possess legally enforceable rights to use, all Intellectual Property Rights used in or necessary for the conduct of the Business, including those identified in Schedule 3.18(a) (collectively, the “Business Intellectual Property”), in each case free and clear of all Liens other than Permitted Liens. The Business Intellectual Property is sufficient for the Corporation to carry on the Business from and after the Closing Date in all material respects as currently conducted. Provided however, this Section 3.18(a), shall not extend in any way to any matter that relates to or is equivalent to infringement or violation of Intellectual Property Rights of any third party, which matters are addressed in Section 3.18(b). Except as set forth in Schedule 3.18(a), none of the owned Business Intellectual Property has been registered or is the subject of an application for registration with any Governmental Authority. The Corporation has granted any license or other right to any third party with respect to the Business Intellectual Property except in the Ordinary Course of Business of the Corporation. Any licensed Business Intellectual Property is in good standing and the consummation of the Transaction will not result in the termination or impairment of any Business Intellectual Property.

(b)

Except as set forth in Schedule 3.18(b): (i) to the Knowledge of the Seller Parties, neither the conduct of the Business nor the use of the Business Intellectual Property, infringes, misappropriates or otherwise violates any Intellectual Property Rights of any third party; (ii) the Corporation has not received any notices of pending Action, and to the Knowledge of the Seller Parties, none have been threatened, alleging that the conduct of the Business or the use of the Business Intellectual Property, infringes, misappropriates or otherwise violates the Intellectual Property Rights of any third party; and (iii) to the Knowledge of the Seller Parties, no third party (including any current or former Business Personnel) infringes, misappropriates or otherwise violates any owned or licensed Business Intellectual Property.

(c)	Except as set forth in Schedule 3.18(b) no third party software is incorporated or embedded into, integrated with or otherwise a part of the Business Intellectual Property, excluding “shrink wrap,” “click-wrap,” “off the shelf” software or software that is otherwise generally commercially available.

(d)

Each Person who is or was an employee or independent contractor of the Corporation or was engaged by the Corporation through a third party agency or who otherwise is or was involved in the creation or development of any material Business Intellectual Property has assigned or agreed to assign all of such Person’s right, title and interest in and to such Business Intellectual Property arising out of such Person’s employment by, engagement by or contract with the Corporation and to irrevocably waive all moral rights or other similar rights such Person may have in such Business Intellectual Property.

(e)	The IT Systems used by the Corporation in the conduct of the Business: (i) is sufficient for the conduct of the Business as currently conducted; (ii) are in good

---

(f)	The Corporation maintains appropriate, commercially reasonable technical and organizational measures, internal controls and data security routines to protect its respective IT Systems against accidental loss or change, unauthorized disclosure or access, or accidental or unlawful destruction. All such measures, controls and routines shall, at minimum, comply with industry standards in Canada.

(g)	The Corporation has taken commercially reasonable steps and maintains reasonable precautions to protect and maintain the confidentiality and value of, and to enforce its rights in, the Confidential Information. To the Knowledge of the Seller Parties, there has not been any breach of confidentiality obligations with respect to, or unauthorized use or disclosure of, the Confidential Information.

(h)	The Corporation maintains a plan with respect to disaster recovery activities that is consistent with industry standards respecting the restoration of the technology and data of the Corporation on the occurrence of any disaster, act of God, act of war or hostilities or other force majeure event.

Section 3.19	Tax Matters

(a)	The Corporation has complied in all material respects with all Applicable Laws relating to Taxes. The Corporation has timely filed with the appropriate Governmental Authorities all Tax Returns required to be filed by it on or before the Closing Date. All such Tax Returns are true, complete and correct in all material respects and disclose all Taxes required to be paid by the Corporation.

(b)

All Taxes of the Corporation due and payable with respect to Pre-Closing Periods (whether or not reflected on any Tax Returns) have been timely paid in full, other than Taxes that are being contested in good faith and by appropriate proceedings for which adequate reserves have been recorded (in accordance with GAAP) on the Financial Statements. All Taxes of the Corporation not yet due and payable have been fully accrued on the books of the Corporation.

(c)	The Corporation has timely collected or withheld, and timely paid to the appropriate taxing authorities, all Taxes required to have been collected or withheld from amounts owing to Business Personnel, creditors, shareholders, non-residents and other Persons for all periods under Applicable Laws and such amounts have been timely paid to the relevant Tax Authority.

---

(d)	There is no Tax Contest pending or, to the Knowledge of the Seller Parties, threatened against the Corporation. There are no Liens for Taxes on any of the assets or properties of the Corporation, other than Permitted Liens.

(e)	The Corporation does not have (i) any liability for the Taxes of any other Person, (ii) is not nor has ever been a member of an affiliated group or (iii) is not nor or has ever been a party to or otherwise bound by any Tax sharing, allocation or indemnification agreement.

(f)	The Corporation has not waived or extended or been requested to waive or extend any statute of limitations with respect to the assessment or collection of any Taxes due from or with respect to the Corporation, which waiver or extension is currently in effect.

(g)	No power of attorney with respect to any Taxes has been executed or filed with any Governmental Authority by or on behalf of the Corporation and is currently in effect.

(h)	The Corporation has not received any notice or inquiry from any Governmental Authority in any jurisdiction where such Person does not currently file Tax Returns to the effect that such Person is or may be subject to taxation in such jurisdiction. the Corporation does not engage in (or has ever engaged in) a trade or business in any country outside Canada.

(i)

The Seller Parties have made available to the Purchaser true, complete and correct copies of (i) all Tax Returns of the Corporation relating to Taxes for all taxable periods for which the applicable statute of limitations has not expired and (ii) all private letter rulings, revenue agent reports, information documents requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests, and any similar documents, submitted by, received by or agreed by or on behalf of the Corporation or, to the extent related to the income, business, assets, operations, activities or status of the Corporation or and relating to Taxes for all taxable periods for which the statute of limitations has not expired.

(j)	The Corporation does not have any contractual obligation to pay the amount of any Tax benefits or Tax refunds (or an amount determined by reference thereto) realized or received by the Corporation to any former shareholder(s) or other Person(s).

(k)	Since February 28, 2017, the Corporation has not (i) incurred any Taxes outside the Ordinary Course of Business, (ii) changed a method of accounting, (iii) entered into any agreement with any Governmental Authority with respect to Taxes, (iv) surrendered any right to a Tax refund, or (v) made, changed or revoked any election with respect to Taxes.

(l)	the Corporation has not made a request for a private letter ruling, request for technical advice, request for a change of any method of accounting, or any other similar request that is in progress or pending with any Governmental Authority with respect to Taxes.

---

(m)	the Corporation is not subject to a Tax holiday or Tax incentive or grant in any jurisdiction that will terminate (or be subject to a clawback or recapture) as a result of any transaction contemplated by this Agreement.

(n)	the Corporation has not claimed a deduction with respect to an outlay or expense that, to the Knowledge of the Seller Parties, may be considered unreasonable under the circumstances.

(o)

the Corporation will not be required to include in any taxable period ending after the Closing Date any taxable income attributable to income that accrued (or cash that was received), but was not recognized, in a Pre-Closing Period as a result of a reserve, an agreement with any Governmental Authority, the instalment method of accounting, prepaid amounts or advance payments, the cash method of accounting, a change in the method of accounting, any comparable provision of local, state or foreign Tax Law, or for any other reason.

(p)

There are no circumstances which exist and are expected to result in, or have existed and resulted in, the application of any of Sections 80, 80.01, 80.02, 80.03 or 80.04 of the Tax Act, or any equivalent provision of the Tax legislation of any province, state or any other jurisdiction, to the Corporation at any time up to and including the Closing Date in respect of any transaction entered into prior to the Closing.

(q)	The Corporation has not made a loan or advance to a Person that is a non-resident of Canada the principal amount of which has been, or remains, outstanding for more than twelve months.

(r)	No amount in respect of any outlay or expense that is deductible in computing the income of the Corporation for the purposes of the Tax Act has been owing by the Corporation for longer than two years to a Person with whom it was not dealing at arm’s length (for the purposes of the Tax Act) at the time the outlay or expense was made or incurred.

(s)	The Corporation is not a “financial institution” or a “specified financial institution” for the purposes of the Tax Act.

(t)	The Corporation will not become liable to Tax under Parts III or III.1 of the Tax Act (or under an equivalent provision in the Tax legislation or any other domestic or foreign jurisdiction) as a result of any dividend declared prior to the Closing Date.

(u)

The Corporation has no deferred obligations or liabilities under any section of the Excise Tax Act (Canada). The Corporation has not made a supply of property or service to a Person with whom the Corporation was not dealing at arm’s length for proceeds below the fair market value thereof. All GST required to be collected by the Corporation has been collected and all GST amounts required to be remitted to the Receiver General for Canada have been remitted.

(v)	The following information in respect of the Corporation is set out in Schedule 3.19(v):

---

(i)	the paid up capital of all issued and outstanding shares in the capital of the Corporation;

(ii)	all non-capital losses of the Corporation;

(iii)	all net capital losses of the Corporation;

(iv)	the amount of all investment tax credits available to the Corporation;

(v)	the adjusted cost base of the Corporation’s capital properties;

(vi)	the cost of the Corporation’s depreciable properties, the capital cost allowance taken in respect of each class of such properties and the undepreciated capital cost of each class of such properties;

(vii)	the amount of the Corporation’s capital dividend account;

(viii)	the amount of the Corporation’s cumulative eligible capital account; and

(ix)	the amount of the Corporation’s refundable dividend tax on hand.

Section 3.20	Environmental Matters

Section 3.21	Business Personnel

(a)

Schedule 3.21(a) sets forth a true, complete and correct list of the following information with respect to each current Business Personnel: (i) name, (ii) title or position held, (iii) date of hire, (iv) total length of employment or service including any prior employment that would affect the calculation of years of service for any purpose, (v) classification as exempt or non-exempt, (vi) status as full- or part-time, (vii) current annual compensation (including base salary, commissions and deferred compensation), (viii) the accrued bonus, if any, as of the Closing Date, and (ix) accrued but unused vacation and other paid-time-off entitlements as of the Closing Date.

(b)	Each Business Personnel’s employment or engagement may be terminated at any time without advance notice by or liability to the Corporation other than notice required by or liabilities imposed under Applicable Law or Contract. None of the

---

(c)

All salaries, wages, commissions, bonuses, vacation pay, withholdings, remittances and other Liabilities related to the employment or engagement of the Business Personnel that are due to be paid on or following the Closing Date in the Ordinary Course of Business in accordance with the payment practices of the Corporation will be fully paid as of the Closing Date and all amounts accruing due to same are reflected in the Books and Records. The Corporation is in material compliance with all Applicable Laws, rules, regulations and orders applicable to it relating to employment, including wages, hours, collective bargaining, employment standards, human rights, pay equity and workers’ compensation.

(d)

The Corporation has not, within the past two (2) years, received any “cease and desist letter” or similar communication alleging that any Business Personnel is performing any job duties or engaging in other activities on behalf of the Corporation that would violate any employment, non-competition, non-solicitation, non-disclosure or other similar agreement between such individual and any former employer or any Applicable Law.

(e)	All amounts due and payable by the Corporation to its employees and independent contractors have been paid in full.

Section 3.22	Labor Matters

(a)

The Corporation is in compliance in all material respects with all Applicable Laws regarding employment and employment practices, including the terms and conditions of employment, termination of employment, hiring practices and procedures, immigration and employment verification matters, workplace health and safety, workers’ compensation, human rights, wages and hours (including the calculation and payment of overtime compensation) and worker classification.

(b)	The Corporation has not received notice of any outstanding charges or complaints against it relating to unfair labour practices or discrimination or under any Applicable Law relating to the Business Personnel and to the Knowledge of the Seller Parties there are no investigations, complaints, proceedings or audits being conducted with respect to any Business Personnel of the Corporation.

(c)	The Corporation is not a party to or otherwise bound by any collective bargaining agreement or other agreement with a labor union or equivalent organization, and to the Knowledge of the Seller Parties, there is no organizational campaign or other effort to cause a labor union or equivalent organization to be recognized or certified

---

Section 3.23	Employee Benefit Matters

(a)

Schedule 3.23(a) sets forth a true, complete and correct list of the Corporation Employee Benefit Plan. With respect to the Employee Benefit Plan, the Seller Parties have made available to the Purchaser true, complete and correct copies of the following documents, to the extent applicable: (i) the current plan document, including all amendments thereto, or in the case of unwritten Employee Benefit Plans written descriptions thereof; (ii) any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and investment management or advisory agreements currently in effect; (iii) the most recent summary plan description and summary of material modifications thereto; (iv) the most recent financial statements and/or actuarial valuation report; and (v) all material correspondence within the past three (3) years with any Governmental Authority regarding the operation or administration of any Employee Benefit Plan.

(b)

Each Employee Benefit Plan has been established, maintained, administered and funded in compliance with, and currently complies in all material respects with, its terms and all Applicable Laws in all material respects, and there has not been any notice issued by any Governmental Authority questioning or challenging such compliance. The Corporation has timely made all required contributions, distributions, reimbursements and premium payments required under or with respect to each Employee Benefit Plan.

(c)

The Corporation does not currently sponsor, maintain, contribute to or has any liability under, nor has the Corporation ever sponsored, maintained, contributed to or incurred any liability under, a “registered pension plan”, a “retirement compensation arrangement” or a “deferred profit sharing plan”, each as defined under the Tax Act, a “pension plan” as defined under applicable pension benefits standards legislation, or any other plan organized and administered to provide pensions for employees.

(d)	No act or omission has occurred and no condition exists with respect to any Employee Benefit Plan that would subject the Corporation, the Purchaser or any of their Affiliates to any material fine, penalty, tax or other material Liability imposed under any Applicable Law.

(e)	No Employee Benefit Plan covers any individual who is not: (i) an eligible employee of the Corporation; (ii) an eligible former employee of the Corporation; or (iii) an eligible spouse or dependent of any person covered by the foregoing clause (i) or (ii).

---

(f)	There are no Actions (including any audit or investigation by any Governmental Authority) pending or, to the Knowledge of the Seller Parties, threatened involving any Employee Benefit Plan or the assets thereof, other than routine claims for benefits payable in the Ordinary Course of Business.

(g)	To the Knowledge of the Seller Parties, no fiduciary has any Liability for breach of fiduciary duty in connection with the administration or investment of the assets of any Employee Benefit Plan.

(h)	No Employee Benefit Plan is operated, or subject to the laws of any jurisdiction, outside Canada.

(i)	Except as may be required by any Applicable Law, no Employee Benefit Plan provides benefits or coverage following retirement or other termination of employment from the Corporation.

(j)

Except as disclosed in Schedule 3.23(l), the consummation of the Transaction will not (either alone or in combination with any other event): (i) result in or increase the amount of any payment, compensation or benefit becoming due to any current or former director, officer, employee or independent contractor of the Corporation; (ii) result in or increase the amount of any severance payment upon any termination of employment after the date hereof; or (iii) result in the acceleration of the time of payment, vesting or funding of any compensation or benefits.

Section 3.24	Insurance Matters

(a)	Schedule 3.24(a) sets forth a true, complete and correct list (including the name of the insurer, the policy number, the type of coverage, the self-insured retention amount, the policy limit and the policy expiration date) of, and the Seller Parties have made available to the Purchaser true, complete and correct copies of, all insurance policies and fidelity bonds maintained by the Corporation.

(b)

Except as set forth in Schedule 3.24(b): (i) all such insurance policies and fidelity bonds are valid, binding and in full force and effect; (ii) the Corporation has complied in all material respects with the terms and conditions thereof (including the timely payment of all premiums and giving of all notices due thereunder); (iii) there has not been and is not currently pending any claim under any of such policies or bonds as to which coverage has been denied or disputed by the underwriters of such policies or bonds; (iv) the Corporation has not received any notice of cancellation, threatened termination or material premium increase with respect to any of such policies or bonds; and (v) such policies and bonds are sufficient for compliance with all requirements of Applicable Law and all Material Contracts that require particular levels of insurance coverage.

Section 3.25	Related Party Transactions

---

Section 3.26	Bank Accounts; Powers of Attorney; Directors and Officers

Section 3.27	Privacy Laws

Section 3.28	Competition Matters; Bankruptcy and Insolvency

(a)	The Corporation: (i) has assets in Canada the aggregate book value of which was less than $88 million as at the end of its most recently completed fiscal year, and (ii) generated from those assets gross revenues from sales in or from Canada of less than $88 million during that period, determined in each case as prescribed by the Competition Act (Canada).

(b)

The Corporation: (i) is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or similar applicable legislation in any other domestic or foreign jurisdiction, (ii) has not made an assignment in favour of its creditors or a proposal in bankruptcy its creditors or any class thereof or had any petition for a receiving order presented in respect of it, or (iii) has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been appointed in respect of the Corporation or any of its property or assets and no execution or distress has been levied upon any of its property or assets. No act or proceeding has been taken or authorized by or against the Corporation with respect to any amalgamation, merger, consolidation, arrangement or reorganization.

---

Section 3.29	No Broker

Section 4.1	Authorization; Enforceability

(a)	Each Seller Party has the requisite power or legal capacity, as applicable, and authority to execute and deliver this Agreement and each Ancillary Agreement to which such Seller Party is a party, to perform his, her or its obligations hereunder and thereunder and to consummate the Transaction.

(b)

This Agreement and each Ancillary Agreement has been duly and validly executed and delivered by the applicable Seller Party, and (assuming due authorization, execution and delivery by the Purchaser and the other parties hereto) this Agreement, and each Ancillary Agreement applicable to such Seller Party, (assuming due authorization, execution and delivery by the other parties thereto), constitutes a legal, valid and binding obligation of such Seller Party, enforceable against such Seller Party in accordance with their respective terms, except as enforceability may be limited (i) by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or (ii) by general principles of equity.

Section 4.2	No Conflicts; Required Consents

(a)

The execution, delivery and performance by each Seller Party of this Agreement and each Ancillary Agreement to which such Seller Party is a party do not, and the consummation by such Seller Party of the Transaction will not, (i) conflict with, violate or result in a breach of any provision of its Organizational Documents, as applicable; (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to such Seller Party or any of his, her or its assets or properties; (iii) require any consent of, notice to or other action by any Person under, conflict with, violate or result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give rise to any rights of acceleration, amendment,

---

(b)

No consent, approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or any other Person is required to be obtained, made or given by any Seller Party as a result of or in connection with such Seller Party’s execution, delivery and performance of this Agreement or consummation of the Transaction, other than any items the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Seller Party’s ability to timely perform his, her or its obligations hereunder or to timely consummate the Transaction.

Section 4.3	Ownership of the Shares; Capitalization and Control of the Sellers

Section 4.4	Legal Proceedings

Section 4.5	Residency

---

Section 5.1	Organization

Section 5.2	Authorization; Enforceability

(a)	The execution, delivery and performance by the Purchaser of this Agreement and each Ancillary Agreement to which the Purchaser is a party and the consummation by the Purchaser of the Transaction are within the Purchaser’s corporate powers and have been duly authorized and approved by all necessary corporate action on the part of the Purchaser.

(b)

This Agreement, and each Ancillary Agreement has been duly and validly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller Parties) this Agreement and each such Ancillary Agreement (assuming due authorization, execution and delivery by the other parties thereto) constitutes, a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as enforceability may be limited (i) by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or (ii) by general principles of equity.

Section 5.3	No Conflicts; Required Consents

(a)

Except as provided in Schedule 5.3(a), the execution, delivery and performance by the Purchaser of this Agreement and each Ancillary Agreement to which the Purchaser is a party do not, and the consummation by the Purchaser of the Transaction will not, (i) conflict with, violate or result in a breach of any provision of the Purchaser’s Organizational Documents, (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to the Purchaser, or (iii) require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give rise to any rights of acceleration, amendment, termination or cancellation or to a loss of any rights under, any material Contract to which the Purchaser is a party or by which the Purchaser or any of its material assets or properties are bound, other than, in the case of clause (ii) or (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to timely perform its obligations hereunder or to timely consummate the Transaction.

(b)

Except as provided in Schedule 5.3(a), no consent, approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or any other Person is required to be obtained, made or given by the Purchaser as a result of or in connection with its execution, delivery and performance of this Agreement or its consummation of the Transaction, other than any items the failure

---

Section 5.4	Investment Canada Status

Section 5.5	Privacy Laws

Section 6.1	Employee Matters

Section 6.2	Tax Returns

(a)	Preparation and Filing of Tax Returns.

(i)

The Seller Parties shall, at the Seller Parties’ sole cost and expense, prepare and timely file, or cause the Corporation to prepare and timely file, as required by and in order to comply with all Applicable Laws, all Tax Returns of the Corporation (after taking into account all appropriate extensions) for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date, which Tax Returns shall be prepared in accordance with existing procedures, practices and accounting methods of the Corporation. Tax Returns required to be prepared by the Sellers for periods ending on or before the Closing Date shall be submitted in draft form to the Purchaser at least forty five (45) days before the date on which such Tax Returns are required by law to be filed with the relevant Taxing Authority. The Purchaser shall have the right to review such filings and to make changes to any such Tax Return by communicating such changes in writing to the Sellers at least fifteen (15) days before the date on which such Tax Return is required by law to be filed with the relevant Tax Authority, provided always

---

(ii)	The Purchaser shall cause the Corporation, at the sole cost and expense of the Corporation, to prepare, or cause to be prepared, and timely file, all Tax Returns of the Corporation that are required to be filed for periods commencing after the Closing Date. Such Tax Returns shall be prepared in accordance with existing procedures, practices and accounting methods of the Corporation.

(iii)

Except as otherwise required by Applicable Law or with the consent of the Seller Parties, not to be unreasonably withheld, the Purchaser shall not: (i) file, cause or allow to be filed, any amended Tax Return of the Corporation for a Pre-Closing Period, (ii) apply to any Tax Authority for any binding or non-binding opinion, ruling, or other determination with respect to the Corporation solely in relation to any act, matter, or transaction that occurred on or before the Closing Date or that solely relates to any Pre-Closing Period, (iii) make or change any Tax election with respect to the Corporation for a Pre-Closing Period, or (iv) take any other action that is retroactive to a taxable period (or portion thereof) ending on or prior to the Closing Date that would result in any increased Tax liability of the Corporation with respect to any Pre-Closing Period, provided, however, that nothing in this paragraph 6.2(a)(iii) shall restrict the Purchaser’s ability to take any action with respect to a taxable period (or portion thereof) beginning after the Closing Date.

(b)

Assistance and Cooperation. After the Closing Date, the Seller Parties and the Purchaser shall (and, if requested to do so, shall cause their respective Affiliates to), at no cost to the other party: (i) assist each other in preparing any Tax Returns that any other party is responsible for preparing and filing; (ii) cooperate fully in preparing for or defending against any Tax Contests with taxing authorities regarding any Tax Returns of the Corporation; (iii) make available to the other parties and to any Tax Authority as reasonably requested all information, records and documents relating to Taxes of the Corporation; and (iv) furnish the other parties with timely notice of, and copies of all correspondence received from any Tax Authority in connection with, any Tax Contest relating to Taxes of the Corporation for the Pre-Closing Period.

(c)

Pre-Closing Dividends. If the Corporation is assessed or reassessed by a Governmental Authority under Parts III or III.1 of the Tax Act (or under an equivalent provision in the Tax legislation of any other jurisdiction) in respect of any deemed dividend or declared dividend prior to the Closing Date, or any such assessment or reassessment is so threatened, and if the Purchaser so requests, each of the Seller Parties agrees to execute (or to cause any recipient of such dividend to execute) elections pursuant to subsections 184(3) or 185.1(2) of the Tax Act (or under an equivalent provision in the Tax legislation of any other jurisdiction) as may be proposed by the Purchaser in its sole discretion, acting reasonably.

---

Section 6.3	Expenses

Section 6.4	Further Assurances

Section 7.1	Privacy Obligations of the Seller Parties and the Corporation

Section 7.2	Privacy Obligations of the Purchaser

---

Section 8.1	Survival

(a)

The representations and warranties of the parties contained in or made pursuant to this Agreement or in any certificate or other instrument delivered pursuant hereto or in connection herewith shall survive the Closing and continue in full force and effect until the eighteen (18) month anniversary of the Closing Date; provided, however, that: (i) the representations and warranties of the Seller Parties contained in Section 3.19 (Tax Matters) shall survive the Closing and continue in full force and effect until ninety 90 days after the expiration of the statute of limitations period applicable to the matters covered thereby (giving effect to any tolling, waiver, mitigation or extension thereof); (ii) the representations and warranties of the Seller Parties contained in Section 3.1 (Organization), Section 3.2 (Organizational Documents and Corporate Records), Section 3.4 (Capitalization), Section 3.5 (Subsidiaries and Investments), Section 3.7 (No Undisclosed Liabilities; Indebtedness and Liens), Section 3.13 (Title to and Sufficiency of Assets), Section 3.29 (No Broker), Section 4.1 (Authorization; Enforceability), Section 4.3 (Ownership of the Shares) and Section 4.5 (Residency) (the foregoing, collectively, the “Seller Fundamental Representations”) shall survive the Closing and continue in full force and effect indefinitely or until the latest date permitted by Applicable Law; (iii) the representations and warranties of the Seller Parties contained in Section 3.20 (Environmental Matters) shall survive the Closing and continue in full force and effect until the twenty-four (24) month anniversary of the Closing Date; (iv) the representations and warranties of the Purchaser contained in Section 5.1 (Organization) and Section 5.2 (Authorization; Enforceability) shall survive the Closing and continue in full force and effect indefinitely or until the latest date permitted by Applicable Law.

(b)

The covenants and agreements of the parties contained in or made pursuant to this Agreement or in any certificate or other instrument delivered pursuant hereto or in connection herewith (including the Seller Parties’ obligation to indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against all Indemnified Liabilities) shall survive the Closing and continue in full force and effect indefinitely or for the shorter period of time explicitly specified therein.

(c)

Notwithstanding the preceding paragraphs (a) and (b), if written notice of a claim for indemnification is given in accordance with Section 8.5(a) or Section 8.6 on or prior to the expiration of the applicable survival period, the representations, warranties, covenants and agreements that are the subject of such claim (with respect to such claim) shall survive until such time as such claim has been fully and finally resolved.

---

Section 8.2	Indemnification by the Seller Parties

(a)

Subject to the other provisions of this Article 8, each Seller Group severally but not jointly with the other Seller Group (with each Seller Group being liable for its Allocation Percentage) shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Damages incurred or suffered by the Purchaser Indemnified Parties (whether involving a Third Party Claim or a Direct Claim) arising out of, relating to, resulting from or in connection with:

(i)	any breach of or inaccuracy in any representation or warranty of any of the Seller Parties contained in or made pursuant to Article 3 of this Agreement or in any certificate or other instrument delivered pursuant hereto or in connection herewith; and

(ii)	any of the Indemnified Liabilities.

(b)

Subject to the other provisions of this Article 8, each Seller Group severally but not jointly with the other Seller Group shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against and reimburse the Purchaser Indemnified Parties for any and all Damages incurred or suffered by the Purchaser Indemnified Parties (whether involving a Third Party Claim or a Direct Claim) arising out of, relating to, resulting from or in connection with:

(i)	any breach of or inaccuracy in any representation or warranty of any of such Seller Group contained in or made pursuant to Article 4 of this Agreement or in any certificate or other instrument delivered pursuant hereto or in connection herewith by such Seller Group; and

(ii)	any breach of or failure to timely perform any covenant or agreement of such Seller Group contained in or made pursuant to this Agreement or in any certificate or other instrument delivered pursuant hereto or in connection herewith by such Seller Group.

Section 8.3	Indemnification by the Purchaser

(a)	any breach of or inaccuracy in any representation or warranty of the Purchaser contained in or made pursuant to Article 5 of this Agreement or in any certificate or other instrument delivered pursuant hereto or in connection herewith; or

---

(b)	any breach of or failure to timely perform any covenant or agreement of the Purchaser contained in or made pursuant to in this Agreement or in any certificate or other instrument delivered pursuant hereto or in connection herewith.

Section 8.4	Limitations on Indemnification

(a)

Threshold and Deductible. The Seller Parties shall not be liable for any indemnification obligations pursuant to Section 8.2(a)(i) or Section 8.2(b)(i): (i) unless the Damage in respect of such individual indemnification obligation exceeds $5,000; and (ii) until the aggregate amount of Damages with respect to the matters referred to in Section 8.2(a)(i) and Section 8.2(b)(i) exceed $400,000 (the “Threshold”); and once the Threshold is met the Seller Groups will be severally but not jointly responsible for such Damages in excess of $200,000.

(b)	Caps.

(i)

The maximum aggregate amount that the Seller Parties shall be required to pay in respect of any indemnification obligations pursuant to Section 8.2(a)(i) and Section 8.2(b)(i) (other than with respect to the breach of or inaccuracy of any of the Seller Fundamental Representations or the representations and warranties under Section 3.19 (Tax Matters) or fraud, wilful misconduct or intentional misrepresentation) is an amount equal to $10,000,000 (the “Liability Cap”).

(ii)

Except in the case of fraud, wilful misconduct or intentional misrepresentation or matter subject to the Liability Cap in Section 8.4(b)(i), (i) the maximum aggregate liability of the Seller Parties with respect to indemnification obligations pursuant to Section 8.2(a) plus the indemnification obligations pursuant to Section 8.2(b) shall be the Purchase Price, and (ii) the maximum liability of each Seller Group with respect to indemnification obligations pursuant to Section 8.2(a) plus the indemnification obligations pursuant to Section 8.2(b) shall be the portion of the Purchase Price received by such Seller Group.

---

(c)	Calculation of Damages.

(i)

The amount of any Damages for which indemnification is payable under this Article 8 shall be calculated net of any amounts actually recovered by the Indemnified Party for such Damages under any applicable third party insurance policies (excluding self-insurance arrangements) or from any third party alleged to be responsible therefor, less the costs and expenses incurred by the Indemnified Party to collect any such insurance proceeds or other amounts (including reasonable attorneys’ fees and expenses and, in the case of insurance proceeds, any deductibles or self-insured retentions, any increases in premium or any retroactive premium adjustments directly related to obtaining such insurance proceeds), it being agreed and understood that no Indemnified Party shall have any obligation to seek recovery under any insurance policy prior to making any claim for indemnification hereunder.

(ii)

If the Indemnified Party receives any amounts under applicable third party insurance policies, or from any other third party alleged to be responsible for any Damages, subsequent to receiving an indemnification payment from the Indemnifying Party, then the Indemnified Party shall promptly reimburse the Indemnifying Party for any such indemnification payment up to the amount received by the Indemnified Party from such insurance policies or other third party, net of any costs and expenses incurred by the Indemnified Party in collecting any such insurance proceeds or other amounts (including reasonable attorneys’ fees and expenses and, in the case of insurance proceeds, any deductibles or self-insured retentions, any increases in premium or any retroactive premium adjustments directly related to obtaining such insurance proceeds).

(iii)	The Purchaser Indemnified Parties shall not be entitled to indemnification for any Damages relating to any matter to the extent that the amount of such Damages is specifically reflected as a Current Liability in the calculation of the Closing Working Capital Statement.

(iv)	An Indemnified Party shall not be entitled to be compensated more than once for the same Damages under this Agreement.

(d)	Materiality Qualifiers. For purposes of calculating the amount of any Damages resulting from a breach or inaccuracy of any representation or warranty of this Agreement, all limitations and qualifications relating to materiality or Material Adverse Effect contained in any representation or warranty of this Agreement (other than Section 3.8(a)) shall be disregarded.

(e)

Mitigation. Each Indemnified Party shall use commercially reasonable efforts to mitigate any Damages for which such Indemnified Party seeks indemnification under this Article 8 to the extent required by Applicable Law, it being understood that any reasonable costs and expenses incurred by such Indemnified Party in connection with such mitigation shall constitute Damages that may be recovered hereunder.

---

(f)	Fraud. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Article 8 shall limit a party’s right to recovery for any fraud, wilful misconduct or intentional misrepresentation by any other party.

Section 8.5	Third Party Claim Procedures

(a)

Notice. If any Indemnified Party receives notice of the assertion of any claim or the commencement of any Action by a third party (including a Governmental Authority) in respect of which indemnification shall be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party prompt written notice (a “Claim Notice”) describing in reasonable detail (based on the information then available to the Indemnified Party) the basis for the Third Party Claim. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give a Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent (and only to the extent) that the Indemnifying Party shall have been materially and adversely prejudiced by such failure.

(b)

Defense. Subject to the limitations set forth in this Section 8.5, the Indemnifying Party shall have the right to elect to conduct and control the defense, compromise or settlement of any Third Party Claim, at its sole cost and expense and with counsel of its choice reasonably acceptable to the Indemnified Party, if the Indemnifying Party (i) has acknowledged in writing its indemnification obligations hereunder without qualification or reservation of rights and (ii) if requested by the Indemnified Party, has provided evidence reasonably satisfactory to the Indemnified Party of the Indemnifying Party’s financial ability to pay any Damages resulting from the Third Party Claim; provided, however, that the Indemnified Party may participate therein through separate counsel chosen by it and at its sole cost and expense. Notwithstanding the foregoing, the Indemnified Party shall have the right to conduct and control the defense, compromise or settlement of any Third Party Claim with counsel of its choice and at the Indemnifying Party’s sole cost and expense if: (1) the Indemnifying Party shall not have acknowledged in writing its indemnification obligations hereunder and given notice of its election to conduct and control the defense of the Third Party Claim within fifteen (15) days after the Indemnifying Party’s receipt of a Claim Notice, (2) the Indemnifying Party shall fail to conduct such defense diligently and in good faith, (3) the Indemnified Party shall reasonably determine that use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with an actual or potential conflict

---

(c)

Cooperation. From and after delivery of a Claim Notice of a Third Party Claim, the Indemnifying Party and the Indemnified Party shall, and shall cause their respective Affiliates and representatives to, cooperate with the defense or prosecution of such Third Party Claim, including furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party or the Indemnified Party in connection therewith. In connection with any Third Party Claim, the Indemnifying Party and the Indemnified Party shall use commercially reasonable efforts to avoid production of confidential information to the extent permitted by Applicable Law and to cause all communications among employees, counsel and other third parties representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. The party controlling the defense of any Third Party Claim shall keep the non-controlling party advised of the status thereof and shall consider in good faith any recommendations made by the non-controlling party with respect thereto.

(d)

Settlement Limitations. Except as set forth below, no Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, in each case which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 8 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditioned or delayed; and (B) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2) does not encumber any of the assets of the Indemnified Party and does not contain any restriction or condition that would reasonably be expected to have an adverse effect on the Indemnified Party or the conduct of its business, (3) does not include an admission of wrong doing on the part of the Indemnified Party or its Affiliates and (4) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party and its Affiliates from all liability in respect of such Third Party Claim.

(e)

Payments. The Indemnifying Party(ies) shall pay to the applicable Indemnified Party, by wire transfer of immediately available funds to an account designated in writing by such Indemnified Party, all amounts payable pursuant to this Section 8.5 promptly (and in no event later than fifteen (15) days) following receipt from such Indemnified Party of a bill or invoice, together with reasonable supporting

---

(f)

Tax Contest. Notwithstanding anything to the contrary in this Section 8.5, the Seller Parties shall have the right to represent the Corporation’s interests in any Tax Contest relating to Liabilities for Taxes for which the Seller Parties would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to the Pre-Closing Period; provided, however, that the Seller Parties shall have no right to represent the Corporation’s interests in any Tax Contest unless the Seller Parties shall have (A) first notified the Purchaser in writing of its intention to do so within thirty (30) days of receipt of notice of the Third Party Claim for Taxes, (B) agreed with the Purchaser in writing that, as between the Purchaser and the Seller Parties, the Seller Parties shall be liable for any Taxes that result from such Tax Contest, and (C) paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Corporation as and when required by Applicable Law, notwithstanding that such Tax Contest may not have been finally determined. Notwithstanding the foregoing, if (i) the Seller Parties shall not have given notice of their election to represent the Corporation’s interests in the Tax Contest within such 30-day period as described in (A), above, (ii) the Sellers have failed to agree in writing as described in (B), above, (iii) the Parties have failed to make the payment described in (C), above, (iv) the Parties shall fail to conduct such defense diligently and in good faith or (v) the Purchaser shall reasonably determine that use of counsel selected by the Parties to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller Parties’ sole cost and expense. Notwithstanding the foregoing, the Seller Parties shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may be withheld in the sole discretion of the Purchaser, unless the Seller Parties shall have indemnified the Purchaser in a

---

Section 8.6	Direct Claim Procedures

Section 8.7	Tax Treatment of Indemnification Payments

Section 8.8	Administration and Release of Holdback Amount

(a)

If the Purchaser and the Seller Parties agree in writing upon the estimated amount of the claim set forth in a Claim Notice or Direct Claim Notice, as applicable, (an “Estimated Amount”) then the Purchaser and the Seller Parties will provide instructions, set forth in a joint written notice, to the Escrow Agent to pay to the Purchaser an amount equal to the Estimated Amount from the Holdback Amount.

(b)	If the Purchaser and the Seller Parties do not agree upon the Estimated Amount, then the Estimated Amount will remain with the Escrow Agent until such dispute has been finally resolved by a court of competent jurisdiction following which the Purchaser and the Seller Parties will provide instructions, set forth in a joint written

---

(c)

Subject to the Escrow Agent paying or retaining, as applicable, any Estimated Amounts pursuant to Section 8.8(a) or Section 8.8(b), the Purchaser and the Seller Parties will provide instructions, set forth in a joint written notice, to the Escrow Agent to pay the Holdback Amount, less any such Estimated Amounts (without duplication), to the Seller Parties on the date that is fifteen (15) months from the Closing Date.

(d)	For greater certainty, the parties acknowledge and agree that the obligations and liabilities of the Seller Parties under this Article 8 shall not be limited to the amount of the Holdback Amount held by the Escrow Agent from time to time.

Section 8.9	Exclusive Remedy

Section 9.1	Each Seller Group - Joint and Several Liability

Section 9.2	Notices

---

(a)	If to the Purchaser, to:

(b)	If to the McCann Group, to:

(c)	If to the PMC Group, to:

---

Section 9.3	Counterparts

Section 9.4	Amendments and Waivers

Section 9.5	Severability

---

Section 9.6	Assignment; Successors and Assigns

Section 9.7	No Third Party Beneficiaries

Section 9.8	Governing Law

Section 9.9	Jurisdiction and Consent to Service

---

Section 9.10	Waiver of Right to Jury Trial

Section 9.11	Specific Performance

Section 9.12	Headings; Interpretation; Absence of Presumption

(a)	The table of contents, table of defined terms and headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(b)

In this Agreement, except to the extent otherwise provided herein or the context otherwise requires: (i) the definition of terms herein shall apply equally to the singular and the plural; (ii) any pronoun shall include the corresponding masculine, feminine and neuter forms; (iii) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (iv) the words “herein,” “hereof,” “hereto,” “hereunder” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement; (v) the use of the word “or” is not intended to be exclusive unless expressly indicated otherwise; (vi) the words “will” and “shall” have equal force and effect; (vii) reference to any Article, Section, Exhibit, Annex or Schedule shall mean such Article or Section of, or such Exhibit, Annex or Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition; (viii) reference to any Applicable Law shall mean such Applicable Law (including all rules and regulations promulgated thereunder) as amended, modified, codified or re-enacted, in whole or in part, and in effect at the time of determining compliance or applicability; and (ix) reference to “$” or “dollars” shall mean, and all payments hereunder shall be made in, the lawful currency of Canada.

---

(c)

Each party acknowledges and agrees that the parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Section 9.13	Non Merger

Section 9.14	Entire Agreement

Section 9.15	Gender and Number

Section 9.16	Headings, etc.

Section 9.17	Currency

Section 9.18	Certain Phrases, etc.

Section 9.19	Accounting Terms

---

Section 9.20	Incorporation of Exhibits and Schedules

---

---

---

---

---

---

---

---

---

---