Fox Dominion Lawsuit Exhibits 325-327 (Redacted)

Exhibit 325
EXECUTION VERSION
DOMINION VOTING SYSTEMS LIMITED
-and -
THE SHAREHOLDERS OF
DOMINION VOTING SYSTEMS LIMITED
- and -
JOHN POULOS, as Vendors’ Representative
- and -
CA DOMINION, INC.
SHARE PURCHASE AGREEMENT
July 12, 2018
LEGAL 1 a9201704 10
Confidential SS_001534
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION .___....................2

1.1 II BEITIIRTONS vy tr cbonesendon see coo amin os satin ta seoes one so at mare ots saa Fes Forse nats Fh dra asa 2
1.2 Certain Rules of TNerpretation ..............ccocooviviiiieiee cies 16
US | BOOWIBABE, ror cura: 505: 136 5008 58 iis 3 £605 30363 500005 0s Sa LUPEE £56 535 $08 45540 BHA Bu Door HIE 10 17
Vid: Entra BROOME. 1. isoe tutes ies au he abies foes ded sebodh aided Sed send duds bobeeidede ides oh hip 18
1.5 CREAR io5 ov smasivt im sic so) 5300 00007 Sharmin ta 50 33345 8070 FA PARA S04 £955 202570 Sad mind +6 18
ARTICLE 2 PURCHASE AND SALE ........ccooiiiiiiiieiisie os eieees esses mimesis vest snes sien 20
2.1 Action by the Vendors and the Purchaser... 20
2:2 Place OF CIASINE ..vniiviissisessssisisosmmasesss
sos ess ss ass iss snwess sas ss vos sosess sh soredass sss ias soko 20
yo TI 11Ti F< Spt SONC SOUPRRY FORCE OF gC SEFORPRT Ar 153: BLY Nt SETI Shot FOF SU on 10 20
ARTICLE 3 PURCHASE PRICE 0000: ccontvse cssnassrsrressasssrssssssesssssansresssasssssassstasssessssspapeossasssnsocy

20
3.1 PUEEHASE PICHIA Lit os 34 emt deombRencbo toed fogs <p rma go dosich oot usados fy asp sf shoo 20
32 Closing Consideration Statement ............ccoovvviviiiiiiiieeers eres 21
33 Satisfaction of the Purchase Price... 21
34 Company Options and Company WarTants ............cccoevioiiioniniaieieeennn 21
35 ESCEOW ALTAIR c.o-ous i scr ind oime beds fuss iaote £16 36 rhs Fed 50 50 hide masa bas an in Fda widd 22
36 Paying Agent ATTangement ............cooiiiiiiiiii eect 23
FET OTRO OUTIRE co ti sm ms RS BA 3 A sR ABER FSA TE EEE AR Sa fi 21RD
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE VENDORS ................... 23

4.1 UE ON BTN Li i ite AAS A ye A A AA th I PA 23
42 Right to Sell the Purchased Shares... 24
CC TRIN B11 CNT 11 Ta) ge 1) 1 CU 24
44 Enforceability of Obligations .................ccccooiiiiiieiieeeee eee, 24
45 LE 0 UP SOY EOC LS J JRE SS JEN JUL 24
A TEAOBARIOIT, (oops h boii osvn hsogot srodincsags peek dos dod rend Seow sb oh hm rd EBS Ea Bo Eo E05 5 Eh in 24
4.7 Disclaimer of Other Representations and Warranties ...............cccccocooninnin 25
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY ..................25

5.1 Status of the Company and the Subsidiaries... 25
52 Enforceability; AUthOTIZAtON coco 25
53 SD RIAIATIER 5. sce oe Ter TM PR PTY TTI a Fe ae Ba mg ay Ea fh at PTA
Sd HEADIN ZALIGHT A Cp we rer per ey ee se ee 26
55 Agente af on eS rE TR RT TR A Sr Ne 26
56 Regulatory Approvals... eee 27
Taf COIN 23 +1Cir G3 2: C0 ca 1 SO Ro ED SI CI Se RU WO EEA. 27
58 Absence of Changes and Unusual Transactions. ....................cccooeeien, 28
3 De Ter EAT ASTER, 5 ask cs ht bn ne ee ds fab Reds ib eh ERE sb 30
5.10 Business in Compliance with Law; Regulatory Matters .......................cccocooee, 31
S11 Inet actual PIOPETIY i: su iu sess scion 503505835350 fede 30055 7 mike dois BERT aE EeF0003 350 ne eidT sd 195054 32
3,12 Do Owned Real PrOREILY ic mii sisamto isi ssams isos es ods vi sivas (560830 50500 rs aeinii esos shoe 35
-l=
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TABLE OF CONTENTS
(continued)
Page
DAF ~Lensed Real Proper: ot rm arm rh ern Taal, JG £0 HELI Dag ins 3
5.14 Environmental Matters... srs sess ss sss eens as 36
3.15 Employment MEHErS «.... curbside imi ivi shisisaridrs 30
3.16 'Colletive ABTBEIIBIES.. ...,g ores srrsrmanr sires apsasnmrsvanses ass reratssssssssnss stats ressm res ssa ass ses 37
5.17 Pension and Other Benefit Plans... 37
SLB DIaterial COMPAGES cysoous coms sosiansssosspiaus sas os i353 153850885083 hes 8 S08 1307 1530330 98 nF oT 3300 0 50 39
pore RE 517214 117 Lif | L807
(11 Lot Se ANPP OPIS SII PIPRPI VP SIPRP lo 8 40
20 | ep al POURRA ci 23505005 00007 ren wnbiret E50 5405365 52053 wind sd S505 BoE BR ret EB 40
S21 LAE BALES: 50 ves amin in i056 4555 55009055550 pms 12056 5655 48 00405 ohms BR SHAE 3 SE D3 Boh apn Roi ch 2 41
5:22 (Corporate RECOrS iii miei amas rans siviaiabne seis se sesssnsaoioss sesninssois is iomssi 203
523 No Broker.. RAR AKA CREA EVAN SAAC AT Sd PS 5 0 pha as ds 43
5.24 Customers and Suppliers Nimatasens hound as shes hs mele refines 520 0 ser Renae a fans 1a 6 430s Lava dandrd 44
Der CIIBUITERICR ovr 3s omsmtes do 005 5450 2500 £00 0305600005 158 1056 5 AE A003 46500555 05035 9035.06 15538 E836 55 7055 BE R203) 44
F200 OEKEABINE 4 ged yest oi Fane bet i fi gee see don Ed dps ud ye bt sed rea eb web iateia 44
527 Disclaimer of Other Representations and Warranties ...............ccccocoooveeeen 45
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE HOLDCO

Te Ne one Prion re erty Si ry 0 i Snr NTF ry Rte my 46
6.1 Status of HOLACO .....coveeiiiii eee 46
6.2 No Subsidiaries, Other Assets, Employees or Liabilities .....................cccocoevn, 46
6:3 APIA ZANT: chcniiencnivasssn sons io iosssoasgusanidsdis shes bf 81 bbhsA ch wbamdsdon Fhvied ne B34 R Behan ibd rh ci 46
6.4 Due Authorization.. TE TP RN SS ir MPT SP WTOP ROTM |
6.5 Enforceability of Obligations .OS wr PP oo SRR A RPT ry SVP, 47
6.6 Legal ProCeedin@s.......oooooi ieee 47
6.7 Corporate Records .................. BET ALES 534 Bei TE SBA oe 0 LE SR ss sas Fe 47
0:8 Lae NIABSIR «bial ss bosom eds sbebdant Sitar be shoe dvr b de rb dnd ba tee afd bh faded £900 47
GFF BINANCHA] SEALCIICHTIR 8. 5-50-00 is ston sie 5702 fs Svhs 2 55S S50 and Sees rns ptf 48
6.10 NOBIOKEI o.oo 48
6.11 Disclaimer of Other Representations and Warranties ....................oooovee,. 49
ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER ............... 49

7:1 Status of the PUPChASEE: wii sm rmsaimiusis we ndsizs si wins fi9.:0 cb) day abas wi 1 iis 49
FZ DUE AUTROTIBEIION «0x5: 500:00 sae siiessionse does rus so sieiobos oh aitedoios sbnbod dois bere sists odode it 49
7.3 Enforceability of Obligations cocoa 49
7.4 Absence of Conflicts... A EA A BAGS ath Ap Ae ANE ab ago Endep i RD
7.5 Purchaser Regulatory Approvals. FAN Sp TIP Gre TPPRPRPy Sp Teor CU eoPpy Je pl 49
TH FINANCIAL ABTHIY cox csnisnscanms soa sass tomdsim bit ato ance 15 4a ak mod's on 258 akk 00 55458504 TE ws 50 122520002 50
Tl Investnent Canada. «sein it sma setat dein ff Mis boi snpigiabeiaidoind abate sists AEH 50
TH ACPA POCO. o ccocapiome co i piaemiiseinam eons ides so one Fodsins oe subnbed shot Srises dies amie os iy gaits 50
7.9 NO BT Re fa Ls iets Randi hs ieee Ter ETT Be Ee i TE re oS 50
7.10 Compliance with LaWs ...........cocooi iirc eevee eee 50
7.11 Due Diligence by Purchaser ...................cco iii 91
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TABLE OF CONTENTS
(continued)
Page
ARTICLE 8 CONDITIONS IN FAVOUR OF THE PURCHASER... 51

8.1 Truth and Accuracy of Representations ............ocooiiiviiiiiiiee
cee 51
8.2 Compliance with Vendors” Covenants... 52
B.3 NO PIOCEEAIMES coe cvecseer overcentre srs eras seen se essans semen cere ssne arene anes ease sassseeeseneos 52
BA IS SObSTAIANT SEE. oo oper ob aissirs im foresss dos oer duct davis te sogebrbns ivi isinst bond os 5h0t 52
8.5 No Material Adverse Effect. ..........ocociiiiiiiiiiii ie 52
8.6 Pre-Closing Reorganization ..............ccccvrviiiiiieiriiesiies oie sesee sess 0 92
ARTICLE 9 CONDITIONS IN FAVOUR OF THE VENDORS............... SRT 0 PEE.

9.1 Truth and Accuracy of Representations of the Purchaser at Closing ..................53
92 Performance of Obligations... 53
O31 NO PEOCCEHITIES rae ris sos si manss ss 555555000200: 355 05 56 50.3055 40818658 5507580805 9 460634308 26 6 7e 072 56nd ks 53
ARTICDE TO CO EN AINE Rtn sii sas hess om dort SR AL he eso od eon od Bion i A
BOLT 7 CCIOSTOE DRlIVETADIES: ove ove visto rites senssoarss eds sds te eri so veya des rissssss tesa sassy ns it 53
10.2 Conduct of Business Prior t0 ClOSING..............ocoooieioiiiciieeceeee
eee 55
10.3 Access for INVeStIZAION .......voeiiie cee eres ese 55
10.4 Actions to Satisty Closing Conditions... 50
10.5 Preservation 6f BECOTAS. .... ... ccorerireiecseriese srcecmsns res soe casme sm esssapsere eas ssessm ons ones 56
10:6 Stub Period TREIIIIIS iiio56150 ih oisaseimsimintsiin fas ss dre as dmsiedidod bates iris is 5 mapas beds omst si a 27
TO." TAR NIBIROIS cocaine sinsisii piss ons iiss sibrmmtintas Fri nabs e800 Fork ok 0000s Sh 100 5 48 050 be wii Sa a in 57
10.8 Directors’ and Officers’ Indemnification... 60
10.9 Pre-Closing REOrganiZation .......cocoo..ivviiieiiiiiiiieceiie cients essen 61
10.10 R&W Policy..........ccocoeiiinn. E A Pe be rr GA er BG pa sy Rr 61
TOIT US BubBidiary BPA io sid spam coms be debebde fda Bs sp messy aah eddy de tm sendy aOR E 61
LOL OnE BIRLA hrsnsirss seman soos eps iomes re 4 pec se geese rr Ep epgal Fw fo is fpr memes as tsp 61
ARTICLE 11 TERMINATION. ......coiiiiiiiiiieoe eee eee seen 03

DEL SOAs verre ais reses sos ssi sis Ci ins ror rie Cra moe CR CBee eee oi fren 63
ARTICLE 12 SURVIVAL AND INDEMNIFICATION... 64

12.1 Nature and Survival «o.oo. 08
122 Indemnification by the Vendors oii 05
12.3 Indemnification by the Purchaser...........cccocooiiiiiovicceceee ces 69
124 Indemnification PrOCBOUIES cow ms mi reisimmamriss tint 505 te tpsessssatstatt shot 985 5 1 pam 69
12.5 Third Party Indemnification Procedures.................ccccooooo ivi pe 71
12.6 Reductions and Subrogation ...................coieeeiiiisicseien esses 72
LEN AES oe de Le wy dA AE So a OEE Ee De ET eens Bed aie ee Sri ay De 73
128. EARClUSIVE RBINEAY wove cmoironser ins imines apse far sri oreysns pestas se soe fomspess sys sg 73
LR OE BR BONES Tres tniiutesr tshmmcorss hoi fos Bods Ei mommies feo do Beef Eoin oi Ge fon sna) 74
12.10 DOE FOMVAIEAYS. .. .vriersr vsrerervstsrssgapesasyts revs pusisssds sressrt 1 rthg sees bes bbs ose 851 HEV En 2 Fag FER 74
12.11 Adjustment to the Purchase Price..........cccocoiiiiiiiiiniiiie cers 74
ARTICLE 13 GENERAL coi vite: oviviy vzaroois avis assis 1 188 1568 0505 1005 0re04a 1036 06010580 00s dre 00 wrad aad 74
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13.1 Vendors! Re presamtalive:: qo. 0 ammo senor fared, J 805M 2 0 SHI Dein 74
13.2 UE ES IU IOI srs ae im or PR PE AS PTS ADORE Br Pe 77
13.3 PE LG ING CES sh doin iv pi rs BE i ee Dds Ro lr Be RP Bi vi TB
134 EXDEOSEE rs ci Siete ses era Ta Te Se Te Te CT mr th aes oe Fer a TT ae Je eye oF 78
13.5 BTC hh oes 1 bots dan Fence eB Gost Ef 8 Br Heir E08 Ba ps SP 79
13.6
13.7 BO EB cs fo vob 08 SE smh 56 3500 Eom 5 F565 2 £025 4B ef oe 36 HEHE 505 F085 BEA x 30 eh TE Foe 80
13.8
13.9
13.10 CARTE
1 TS) Ets comp viR rp pr per ws vy pe POE pp SE pr eos re Fr ATTRA Se Te ted |
13.11 BUTE SR OUIIIEEE cnrmcsc hiss pti Reb ho i G0 A ERE EE EE RE he A
13.12 Execution and Delivery o.oo 82
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LEGAL _1:49201 704.10
THIS SHARE PURCHASE AGREEMENT is made July 12, 2018
BETWEEN:
DOMINION VOTING SYSTEMS LIMITED, a corporation

governed by the laws of the Province of Ontario,
(the “Company”)
-and -
EACH OF THE SHAREHOLDERS OF THE COMPANY

LISTED ON SCHEDULE 1.1, including holders of Company
Options and Company Warrants that become shareholders of
the Company after the date of this Agreement, each of which is
identified on Schedule 1.1,
(the “Individual Vendors™)
-~and-
EACH OF THE HOLDCO VENDORS LISTED ON

SCHEDULE 1.1,
(the “Holdco Vendors” and together with the Individual Vendors,
the “Vendors” )
-and -
JOHN POULOS, as Vendors’ Representative,

(“Vendors® Representative”)
- and -
CA Dominion, Inc., a corporation governed by the laws of the

Province of Ontario,
(the “Purchaser”)
RECITALS:
A. The Individual Vendors and the Holdco Vendors, directly and beneficially own and control
all of the issued and outstanding shares of the Company (the “Company Shares™).
B. The Company’s wholly owned subsidiary DVSC owns directly all of the issued and
outstanding shares (the “US Subsidiary Shares™) in the capital of Dominion Voting
Systems, Inc. (the “US Subsidiary”), a corporation existing under the laws of the State of
Delaware.
C. Each of the Rollover Vendors has, concurrently with the execution of this Agreement,
executed a Rollover Agreement (the “Rollover Agreement”) with Purchaser. Upon the
terms and conditions set forth in the Rollover Agreement, each such Rollover Vendor has
agreed to, contemporaneously with the Closing, contribute, free and clear of any
Encumbrances, a number of Company Shares or Holdco Shares, as applicable (“Rollover
[E8]
i
i
Shares”) with an equity value set forth opposite such Rollover Vendor's name on Exhibit
D (such aggregate equity value, “Rollover Amount”), in exchange for (i) Exchangeable
Shares of Purchaser or (ii) Class A and Class B Units (as defined in the Limited Liability
Company Agreement) of SSC Dominion Holdings, LLC, as applicable, representing an
equivalent aggregate value. The equity contribution contemplated by the previous sentence
shall be referred to herein as the “Rollover”
D. On the terms and subject to the conditions set forth in this Agreement and the US
Subsidiary SPA:
(1) Effective prior to the Closing Date (i) pursuant to the US Subsidiary SPA, US
Dominion, Inc., a corporation governed by the laws of the State of Delaware (“US
Purchaser”), shall purchase for the US Subsidiary Purchase Price all of the US
Subsidiary Shares from DVSC and DVSC shall sell all of the US Subsidiary Shares
to US Purchaser, on the terms and conditions of the US Subsidiary SPA (the “US
Subsidiary Sale”), and then (ii) each holder of Company Options and Company
Warrants exercisable for Company Shares shall exercise such Company Options or
Company Warrants, and (iii) immediately thereafter, DVSC shall distribute the
proceeds of the US Subsidiary Sale to the Company, who shall use such proceeds
to make certain payments in respect of Indebtedness then distribute the balance of
the proceeds to its direct or indirect shareholders, including the cash amount
received by the Company from each holder of Company Options and Company
Warrants equal to the aggregate exercise prices of all Company Options and
Company Warrants (the “Pre-Closing US Sale Proceeds Distribution”), and
(2) On the Closing Date, Purchaser, a wholly owned subsidiary of US Purchaser, shall
purchase all of the Purchased Shares (but, to the extent the Rollover is
consummated in accordance with the Rollover Agreement, other than the Rollover
Shares) from the Vendors and the Vendors desire to sell all of the Purchased Shares
(but, to the extent the Rollover is consummated in accordance with the Rollover
Agreement, other than the Rollover Shares) to the Purchaser for the Purchase Price,
as adjusted in accordance with the terms and conditions hereof’
THEREFORE, the Parties agree as follows!
ARTICLE 1
DEFINITIONS AND PRINCIPLES OF INTERPRETATION
1.1 Definitions
Whenever used in this Agreement, the following words and terms shall have the meanings set out
below:
“2018 Tax Period” means any taxable period beginning after the Pre-2018 Tax Period that
ends on December 31, 2017 and ending on or prior to the Closing Date.
“Affiliate” has the meaning given in the Business (Corporations Act (Ontario), as at the
date of this Agreement.
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2G.
“Agreement” means this Share Purchase Agreement, including all attached schedules and
exhibits, and all amendments or restatements, as permitted, and references to an “Article”
or “Section” of this Agreement mean the specified Article or Section in this Agreement.
“Assessment” has the meaning given in Section 10.7.
“Balance Sheet” means (i) the unaudited consolidated balance sheet of DVSC and the
Subsidiaries as at March 31, 2018 and (11) the unaudited non-consolidated balance sheet of
the Company as at March 31, 2018, forming part of the Interim Financial Statements.
“Benefit Plans” means employee benefit or compensation plans, arrangements,

agreements, programs, policies, practices or undertakings, including any “employee
benefit plan” (as such term is defined in Section 3(3) or ERISA regardless of whether such
plan is subject to ERISA) and any other arrangement that provides an employee benefit,
bonus, incentive, retention or stay bonuses, sale or transaction bonuses, or other change in
control-related payments, profit sharing, pension, supplemental pension, retirement, stock
option, phantom stock option, stock purchase, restricted stock, restricted stock unit, stock
appreciation rights, equity-based compensation, severance, separation pay, health, welfare,
medical, dental, disability, life insurance and any similar benefit plan, in each case to which
the Company or any of the Subsidiaries is a party or bound or in which the Employees (or
any spouses, dependents, survivors or beneficiaries of any Employees) participate or under
which the Company or any of the Subsidiaries has. or will have, any liability, excluding
Statutory Plans and Multi-Employer Plans.
“Books and Records” means books and records of the Company and the Subsidiaries,
including financial, corporate, operations and sales books, records, books of account, sales
and purchase records, lists of suppliers and customers, formulae, business reports, plans
and projections and all other documents, surveys, plans, files, records, assessments,
correspondence, and other data and information, financial or otherwise, including all data,
information and databases stored on computer-related or other electronic media.
“Business Day” means any day, other than a Saturday or Sunday, on which Schedule I
banks under the Bark Act (Canada) in Toronto, Ontario are open for commercial banking
business
“Claims” means claims, demands, complaints, grievances, actions, applications, suits,

proceedings, causes of action, Orders, charges, indictments, prosecutions, audits,
investigations, informations or other similar processes, assessments or reassessments or
Judgments.
“Claim Notice” has the meaning given in Section 12 4(a).
“Class A Common Shares” means all of the issued and outstanding Class A Common
Shares in the capital of the Company.
“Closing” means the completion of the sale to and purchase by the Purchaser of the
Purchased Shares (but, to the extent the Rollover is consummated in accordance with the
Rollover Agreement, other than the Rollover Shares) under this Agreement on the Closing
Date.
LEGAL 19201704. 10
Confidential $S_001541
4:
“Closing Consideration Statement” has the meaning set forth in Section 3.2.
“Closing Date” means July 12, 2018, assuming the satisfaction or waiver of all of the
conditions set forth in Article 8 and Article 9 hereof, or such other date as the Purchaser
and the Vendors’ Representative may agree in writing as the date upon which the Closing
shall take place, provided that the Closing Date shall be no later than the Outside Date.
“Closing Payment” has the meaning given in Section 3.3(a)(i).
“Code” means the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.
“Collective Agreements” means the collective agreements, labour contracts, letters of

understanding, memoranda of understanding, letters of intent, voluntary recognition
agreements and other legally binding commitments with any trade union, employee
association, works council or similar entity to which the Company or the Subsidiaries are
bound.
“Common Shares” means all of the issued and outstanding Common Shares in the capital
of the Company.
“Company Indemnified Tax” means, without duplication, (i) all Taxes of the Company
or any Subsidiary for any Pre-2018 Tax Period, (ii) all Taxes of any member of an
affiliated, consolidated, combined or unitary group of which the Company or any
Subsidiary (or any predecessor of any of the foregoing) is or was a member on or prior to
the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any
analogous or similar state, local or other Law, (iii) any and all Taxes of any Person imposed
on the Company or any Subsidiary as a transferee or successor, by contract or pursuant to
any Law as the result of transactions or events occurring prior to the Closing Date, (iv) all
Taxes of the Company or any of its Subsidiaries for any Pre-Closing Tax Period and which
arise as a result of or in connection with the transactions contemplated by the Purchase
Agreements, and (v) the employer's share of any and all payroll, employment or similar
Taxes required to be made with respect to any payments made in connection with the
transactions contemplated by this Agreement (except to the extent included in the
calculation of Indebtedness, Leakage or Transaction Expenses and taken into account as a
dollar-for-dollar reduction to Purchase Price).
“Company Intellectual Property” means all Intellectual Property that is owned or used
by the Company or its Subsidiaries in the conduct of the Company's business as now
conducted and as presently proposed to be conducted.
“Company Options” means any option that is exercisable for Common Shares and that
was granted under the Option Plan.
“Company Products” means the Software and other products and services, that (i) are or
are intended to be developed, licensed, sold, or otherwise made available or
commercialized by or for the Company or any of its Subsidiaries, (ii) from which the
Company or any of its Subsidiaries derives or recognizes any revenue (including from
LEGAL 19201704. 10
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maintenance or services) or (iii) that are used or intended to be used to provide services to
customers of the Company or any of its Subsidiaries.
“Company Shares” means, collectively, the Common Shares, the Class A Common
Shares and the Series 1 Shares.
“Company Systems” means the Software, hardware, electronic data processing,

information, record keeping, communications and computer systems that are owned or
used by the Company or any of its Subsidiaries.
“Company Trade Secrets” has the meaning given in Section 5.11(f).
“Company Warrants” means the warrants issued by the Company to North Haven Credit
Partners 11, L.P. and exercisable for Company Shares.
“Confidential Information” means (A) all information of the Company of a confidential

or proprietary nature (whether or not specifically labeled or identified as “confidential™),
in any form or medium, that relates to the business, products, services, research and
development, relationships, proprietary rights or strategies of the Company and its
suppliers, customers, distributors, independent contractors and other material business
relations; (B) all information of the Company with respect to non-public individual
requirements and specifications of and specific contractual arrangements that the Company
has with suppliers, manufacturers, distributors, customers, independent contractors and
other material business relations; (C) all information or know-how of the Company
comprising trade secrets, manufacturing processes, designs, techniques, formulae or know-
how of systems and operations relating to the Company's products or services (including
product or service road maps, research projects, planned products or services and future
releases) and compilations of data and analyses, research and development information and
records, reports, manuals, documentation, models, data and data bases relating thereto; (D)
all information of the Company with respect to their inventions, innovations,
improvements, developments and all similar or related information (whether or not
patentable) in respect of the products and services of the Company; (E) non-public
information of the Company regarding the corporate business structure of the Company
(including historical and projected financial information and budgets and information
relating to strategic and staffing plans and practices, business, training, marketing,
promational and sales plans and practices, cost, rate and pricing structures and accounting
and business methods); (F) non-public internal business information of the Company
(including historical and projected financial information and budgets and information
relating to strategic and staffing plans and practices, business, training, marketing,
promotional and sales plans and practices, cost, rate and pricing structures); and (G) non-
public information of the Company concerning the acquisition plans, targets and strategies
of the Company; provided that Confidential Information shall not include any information
that is or becomes generally known to the public (other than as a result of a breach of
Section 10.12 by a Vendor) or was known to the public prior to its disclosure to such
Vendor (other than as a result of a breach of Section 10.12 or any other confidentiality
restriction by such Vendor).
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Py
“Confidentiality Agreement” means the confidentiality agreement dated October 25,

2017 between Stifel, Nicolaus & Company, Incorporated and Staple Street Capital Group,
LLC, an Affiliate of the Purchaser.
“Contracts” means contracts, licences, leases, agreements, obligations, promises,

undertakings, understandings, arrangements, documents, commitments, entitlements or
engagements to which the Company or any of the Subsidiaries is a party or by which any
of them are bound or under which the Company or any of the Subsidiaries has, or will have,
any liability or contingent liability, and includes any quotations, orders, proposals or
tenders which remain open for acceptance and warranties and guarantees.
“Credit Facilities” means the North Haven Promissory Notes and the RBC Loan.
“D&O Tail Policy” has the meaning given in Section 10.8(d).
“Deductible” has the meaning given in Section 12 2(c)(v).
“Deferred Revenue” means liabilities of the Company and the Subsidiaries for cash,
receivables and other consideration received for services not yet provided and computed
on a basis consistent with the amount of deferred revenue included in the current liabilities
of the Financial Statements.
“Directors and Officers” has the meaning given in Section 10.8(b).
“Dispute Deadline” has the meaning given in Section 12 4(b).
“Dispute Notice” has the meaning given in Section 12.4(b).
“DVSC” means Dominion Voting Systems Corporation, a corporation governed by the

laws of the Province of Ontario.
“Employees” means individuals employed by the Company or any of the Subsidiaries on

a full-time, part-time or temporary basis, including those on disability leave, parental leave
or other absence.
“Employment Contracts” means written Contracts, other than Benefit Plans, between an
Employee and the Company or any of the Subsidiaries.
“Encumbrances” means pledges, liens. charges, security interests, leases, title retention
agreements, licenses, mortgages, options, adverse claims or encumbrances of any kind or
character whatsoever.
“Environment” means the environment or natural environment, as defined in any

Environmental Laws and including air, surface water, ground water, land surface, soil and
subsurface strata.
“Environmental Laws” means Laws relating to pollution or the protection of the

Environment, including with respect to the storage, generation, use, handling, manufacture,
processing, transportation, treatment, Release and disposal of Hazardous Substances,
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occupational safety and health, or the protection of human health from exposure to
Hazardous Substances,
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended and
the rulings and regulations thereunder.
“ERISA Affiliate” means each entity that is treated as a single employer with the
Company or any Subsidiary for purposes of Section 414 of the Code.
“Escrow Agent” means the Laurel Hill Advisory Group.
“Escrow Agreement” means the Escrow Agreement between the Purchaser, the Vendors’
Representative and the Escrow Agent in the form attached as Exhibit A.
“Escrow Amount” means the Indemnity Escrow Amount, plus the Special Escrow
Amount.
“Escrow Fund” shall mean the amount held by the Escrow Agent pursuant to the Escrow
Agreement.
“Escrow Period Release Date” has the meaning given in Section 3.5(b).
“ETA” means the lxcise Tax Aci (Canada).
“Exchangeable Shares” means the Class A Exchangeable Shares of Purchaser that are
exchangeable for certain equity interests of SSC Dominion Holdings, LLC, a Delaware
limited liability company and DVSC SPV, Inc., a corporation governed by the laws of the
Province of Ontario.
“Fair Market Value” means, for the purposes of Section 12.2(g), the fair market value of
such Exchangeable Shares and/or Class A and Class B Units (as defined in the Limited
Liability Company Agreement) of SSC Dominion Holdings, LLC, as determined by the
Board of Managers of SSC Dominion Holdings, LLC in its judgment in such manner as it
deems reasonable and using all factors, information and data deemed by it to be pertinent
(which determination by the Board of Managers of SSC Dominion Holdings, LLC shall be
final and binding for all purposes hereunder).
“Financial Statements” means (i) the audited consolidated financial statements of DVSC
and the Subsidiaries for the years ended December 31, 2016 and December 31, 2017, and
(ii) the audited non-consolidated financial statements of the Company for the years ended
December 31, 2016 and December 31, 2017, and with respect to each clause (i) and (ii)
consisting of the consolidated balance sheets, consolidated statement of operations and
retained earnings, consolidated statement of cash flows and all notes thereto. copies of
which are attached as Schedule 5.7.
“Fundamental Representations” means each of the representations and warranties

regarding (a) the Individual Vendors set forth in Sections 4.1, 4.2, 4.3, 44 and 4.5, (b) the
Company and its Subsidiaries set forth in Sections 5.1, 52, 5.3, 54 and 523, and (c) the
Holdco Vendors in Sections 6.1, 6.2, 6.3, 6.4, 6.5, and 6.10.
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“GAAP” means Accounting Standards for Private Enterprises as defined by the

Accounting Standards Board of the Canadian Professional Accountants in the Handbook
of the Canadian Professional Accountants as they exist on the date of this Agreement.
“Government Contract” means any Contract for the sale of supplies or services currently
in performance or that has not been terminated that is between the Company or any of its
Subsidiaries on one hand and a Governmental Authority on the other or entered into by the
Company or any of its Subsidiaries as a subcontractor at any tier in connection with a
Contract between another Person and a Governmental Authority.
“Governmental Authorities” means governments, regulatory authorities, governmental

departments, agencies, commissions, bureaus, officials, ministers, Crown corporations,
courts, bodies (including arbitral bodies (public or private)), boards, tribunals or dispute
settlement panels or other law or regulation-making organizations or entities:
(a) having or purporting to have jurisdiction on behalf of any nation, province, territory
or state or any other geographic or political subdivision of any of them; or
(b) exercising, or entitled or purporting to exercise, any administrative, executive,

judicial, legislative, policy, regulatory or taxing authority or power.
“Governmental Authorizations” means authorizations, approvals, licences or permits

issued to the Company or any of the Subsidiaries by or from any Governmental Authority
having jurisdiction over the Company or such Subsidiary.
“GST/HST™ has the meaning given in Section 5.21(n).
“Hazardous Substances” means pollutants, contaminants, wastes of any nature,

hazardous substances. hazardous materials, toxic substances, prohibited substances,
dangerous substances or dangerous goods as defined, judicially interpreted or identified in
any Environmental Laws.
“Holdcos™ means the corporations owned or controlled by the Holdco Vendors as set forth
on Schedule 1.1.
“Holdco Original Dividend” has the meaning given in Section 10.7(e).
“Holdco Shares” means, the shares in the capital of each Holdco set forth on Schedule 1.1.
“Indebtedness” means, without duplication, the aggregate dollar amount (including all
principal, interest, penalties (including prepayment penalties), fees, expenses, indemnities
and breakage costs or similar charges) of. (i)(a) all indebtedness for borrowed money, (b)
all indebtedness or other liabilities evidenced by any note, bond, debenture or other debt
security or debt instrument and (c) any letters of credit, surety bonds, bankers’ acceptances
or similar arrangements or contingent reimbursement obligations with respect thereto
(except, in the case of this clause (i), as set forth in sub-clauses (1) and (5) of the
immediately following sentence); (ii) all lease obligations of the Company and its
Subsidiaries that under GAAP are required to be capitalized and purchase money
indebtedness; (iii) all guarantees, pledges or similar assurances by the Company and its
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Subsidiaries to pay another Person’s debt or to perform another Person’s obligation in the
case of default; (iv) all liabilities of the Company and its Subsidiaries secured by an
Encumbrance on any assets of the Company and its Subsidiaries; (v) all liabilities of the
Company and its Subsidiaries in respect of the deferred purchase price for any asset,
business or property; (vi) all Transaction Expenses; (vii) the net settlement amount of any
forward, swap or other similar contract or hedge, assuming settlement on the Closing Date,
including any breakage or other costs associated with terminating such contract or hedge;
(viii) loans and advances from, or other amounts owing to, any Insider or any of their
respective Affiliates; (ix) advances and other liabilities under accounts receivable and
inventory factoring facilities; (x) the Tax Liability Amount; (xi) liabilities or obligations in
excess of $150,000 for (A) unpaid legal fees, costs and expenses with respect to the 1P
Litigation Matter and (B) any settlement or amounts paid or payable in settlement of the
IP Litigation Matter. For avoidance of doubt, Indebtedness shall not include (1) the balance
of the revolving credit facility under the RBC Loan, (2) an amount up to, but not to exceed,
$150,000 for (A) legal fees, costs and expenses with respect to the IP Litigation Matter and
(B) any settlement or amounts paid or payable in settlement of the IP Litigation Matter, (3)
any Deferred Revenue, (4) with respect to clause (i)(a) above, item (1) of the definition of
Permitted Leakage, or (5) the performance bond and corresponding cash deposit for the
benefit of the State of New York in the amount of $200,000 effective January 23, 2014.
“Indemnified Party” has the meaning given in Section 12.4(a).
“Indemnity Equity” means (i) Exchangeable Shares of Purchaser or (ii) Class A and Class
B Units (as defined in the Limited Liability Company Agreement) of SSC Dominion
Holdings, LLC, held by a Rollover Vendor, as applicable.
“Indemnifying Party” has the meaning given in Section 12.4(a).
“Indemnity Escrow Amount” means $432,500
“Independent Auditor” means such independent auditing firm as the Purchaser and the
Vendors™ Representative may agree.
“Insider” means an officer, director, manager, equityholder, employee or Affiliate of the

Company or its Subsidiaries or any natural person related by marriage, blood or adoption
to any such natural person or any entity in which any such Person owns any beneficial
interest.
“Intellectual Property” means all of the following in any jurisdiction throughout the
world, and all corresponding rights: (a) patents, inventions (whether patentable or not) and
all improvements thereto, industrial designs, utility models, certificates of invention, all
reissues, continuations, continuations-in-part, revisions, divisionals, extensions and
reexaminations in connection with any patent application; (b) trademarks, service marks,
trade dress, trade names logos, and all other indicia of origin, together with all of the
goodwill associated therewith; (c) copyrights, Software, data, databases, and works of
authorship; (d) trade secrets and other confidential information, including source code,
know how, methods, processes, techniques, data, formulae, algorithms, research, records,
reports, industrial models, architectures, layouts, designs, drawings, plans, product
specifications, technical data, customer and supplier lists, pricing and cost information, and
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business and marketing plans and proposals; (e) domain names; (f) all other intellectual
property, and (g) all registrations, and applications for registration, of any of the rights
referred to in clauses (a) through (f) above and including the right to sue for past
infringement. if any.
“Interim Financial Statements” means (i) the unaudited consolidated financial

statements of DVSC and the Subsidiaries for the period from January 1, 2018 to March 31,
2018, and (ii) the unaudited non-consolidated financial statements of the Company for the
period from January 1, 2018 to March 31, 2018, and with respect to each clause (i) and (ii)
consisting of the Balance Sheet and the statements of income, copies of which is attached
as Schedule 5.7.
“IP Litigation Matter” means the dispute between Election Systems & Software, LLC
and the US Subsidiary in the United States District Court for the District of Delaware (Case
No. 1:17-cv-01172-CIB).
“Laws” means applicable statutes, by-laws, rules, regulations, Orders, ordinances or

judgments, in each case of any Governmental Authority having the force of law.
“Leakage” means the breach or failure to be true in all respects of any of the
representations and warranties set forth in Section 5.26 or in any certificate furnished by
the Vendor's Representative pursuant to this Agreement with respect to Section 5.26 and
any amounts involved in connection therewith (including any Taxes payable in connection
with any matter referred to in subsections (a) through (c) of Section 5.26) but, for the
avoidance of doubt, shall not include Permitted Leakage.
“Leased Real Property” means lands and premises that are used by the Company or any
of the Subsidiaries and that are leased, subleased, licensed or otherwise occupied by them
and the interest of the Company or any of the Subsidiaries in plants, buildings, structures,
fixtures, erections, improvements, easements, rights of way and other appurtenances situate
on or forming part of such premises.
“Limited Liability Company Agreement” means the limited liability company

agreement for SSC Dominion Holdings, LLC, in form and substance reasonably
satisfactory to the Vendors” Representative and the Purchaser.
“Losses” means all judgments, debts, liabilities, expenses, costs, damages, losses,
deficiencies, assessments, awards, Taxes, obligations, claims of any kind or nature, fines
or penalties, including reasonable fees, costs, expenses and disbursements of legal counsel
and other professionals, and all actual and documented costs and expenses incurred in
investigating, pursuing, defending or settling any of the foregoing or any proceeding
relating to any of the foregoing, excluding punitive damages unless pursuant to Third Party
Claims.
“Made Available” shall mean that the applicable document was placed in the virtual data
room at “https://smart144317 smartroom.com/Login aspx?ReturnUrl=%2f" at least two
Business Days prior to the Closing Date.
“Malicious Code” has the meaning given in Section 5.11(h).
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“Management Long-Term Cash Incentive Plan” means the Dominion Voting Systems
Management Long-Term Cash Incentive Plan, in form and substance reasonably
satisfactory to the Vendors” Representative and the Purchaser.
“Material Adverse Effect” means any change, effect, event, development or circumstance
that is or is reasonably likely to be materially adverse to (i) the business, condition
(financial or otherwise) or results of operations of the Company and the Subsidiaries, when
considered individually or taken as a whole, or (ii) the ability of the Vendors to
consummate the transactions as contemplated by this Agreement; but excluding any such
change, effect, event, development or circumstance arising out of:
(a) any change in global, national or regional political conditions,
(b) any change in economic or market conditions or in national or global financial or

capital markets, including interest rates or exchange rates, or any changes therein;
(c) any change, effect or circumstance relating to conditions generally affecting the
industry in which the Company or any of the Subsidiaries operates;
(d) war, act of terrorism, civil unrest or similar event;
(e) any tornado, hurricane, earthquake, flood or other natural disaster,
(H) any failure by the Company or any Subsidiaries to meet any estimates of revenues,
earnings, projections or other economic performance (as distinguished from the
underlying cause for such failure),
(g) any change in Laws or GAAP or the interpretation of Laws or GAAP,
(h) any action expressly required by this Agreement; or
(1) the public announcement of this Agreement or the transactions contemplated by

this Agreement,
provided, that, with respect to clauses (a) through (g) above, such change or condition does
not disproportionately adversely affect the businesses as operated by the Company and its
Subsidiaries compared to other companies operating in the industries in which the
Company and its Subsidiaries operate.
“Material Contracts” means Contracts involving aggregate required payments to or by

the Company or any of the Subsidiaries in the 2016 or 2017 fiscal year in excess of
$1,000,000 and each Contract listed or required to be listed on Schedule 5.18
“Material Customers” has the meaning given in Section 5.24.
“Material Suppliers” has the meaning given in Section 5.24.
“Multi-Employer Plans” means each Benefit Plan that is a “multi-employer plan” as

defined in the Income Tax Regulations (Canada).
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“North Haven Promissory Notes” means the senior secured promissory notes issued by
each of DVSC and US Subsidiary issued pursuant to a Note Purchase Agreement dated as
of August 14, 2015 with North Haven Credit Partners 11 L.P., as administrative agent.
“Notice” has the meaning given in Section 13.5.
“Open Source Software” has the meaning given in Section 5.11(j).
“Option Plan” means the Equity Incentive Plan of the Company dated December 22, 2015.
“Orders” means orders, injunctions, judgments, administrative complaints, writs, decrees,

rulings, awards, assessments, directions, instructions, penalties or sanctions issued, filed or
imposed by any Governmental Authority or arbitrator, including Remedial Orders.
“Original Dividend” has the meaning given in Section 10.7(f),
“Outside Date” means July 31, 2018.
“Parties” means, collectively, the Vendors and the Purchaser, and “Party” means any one
of them.
“Paying Agent” means the Laurel Hill Advisory Group.
“Payout Letter/Termination Letter” means customary payoff letters and lien release
documentation in form and substance reasonably satisfactory to Purchaser from the holders
of Indebtedness setting forth the aggregate amounts required to satisfy in full all such
Indebtedness and evidencing release and termination of all security interests in respect
thereof or secured by the documents governing such Indebtedness.
“Pension Plans” means each Benefit Plan that is a “registered pension plan” as defined in
subsection 248(1) of the Jncome Tax Act (Canada) or that is otherwise subject to applicable
Canadian federal or provincial pension standards legislation.
“Permitted Encumbrances” means the Encumbrances listed in Schedule 5.9.
“Permitted Leakage” means (1) any payment of interest on Indebtedness, (2) an amount
up to, but not to exceed, $150,000 for (A) legal fees, costs and expenses with respect to the
IP Litigation Matter and (B) any settlement or amounts paid or payable in settlement of the
IP Litigation Matter, (3) the Pre-Closing US Sale Proceeds Distribution, or (4)
contributions to The Delian Project in an amount up to, but not to exceed, CDN $135,000
since the Balance Sheet Date and in the ordinary course of business.
“Person” means any individual, sole proprietorship, partnership, limited liability company,
firm, entity, unincorporated association, unincorporated syndicate, unincorporated
organization, trust, body corporate, corporation, Governmental Authority, and where the
context requires any of the foregoing when they are acting as trustee, executor,
administrator or other legal representative.
“Pre-2018 Straddle Period” means any taxable period beginning before and ending after
December 31,2017.
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“Pre-2018 Tax Period” means any taxable period (or the portion of any Pre-2018 Straddle
Period) of the Company or any of its Subsidiaries ending on or before December 31, 2017
“Pre-Closing Reorganization” has the meaning set forth in Section 10.9
“Pre-Closing Tax Period” means any taxable period (or portion thereof) of the Company
or any of its Subsidiaries which ends on or before the Closing Date.
“Pro Rata Share” shall mean, with respect to a Vendor, the percentage equal to: (a) the
portion of the Purchase Price to be paid to each Vendor; divided by (b) the Purchase Price,
which Pro Rata Share in respect of each Vendor is as set forth across from such Vendor's
name on Closing Consideration Statement,
“Purchase Agreements” means, collectively, this Agreement and the US Subsidiary SPA
“Purchase Price” has the meaning given in Section 3.1.
“Purchased Shares” means, collectively, the Company Shares and the Holdco Shares.
“Purchaser Indemnified Parties” means, collectively, the Purchasers, their Affiliates and
its and their respective directors, officers, agents, employees, shareholders, representatives,
successors and assigns.
“Purchasers” means, collectively, the Purchaser and the US Purchaser.
“RBC Loan” means the Loan Agreement dated as of December 23, 2015 with DVSC, as
borrower, Royal Bank of Canada, as lender, and each of the Company, the US Subsidiary
and Dominion Voting Systems International Corporation as guarantors, in the aggregate
principal amount of $5,000,000.
“R&W Policy” has the meaning given in Section 10.10.
“Real Property Leases” means those leases and subleases pursuant to which the Company
and the Subsidiaries use or occupy the Leased Real Property,
“Refund” has the meaning given in Section 10.7(b).
“Registered Intellectual Property” has the meaning given in Section 5.11(a).
“Release” has the meaning prescribed in any Environmental Law and includes any release,
spill, leak, pumping, pouring, emission, emptying, discharge, injection, escape, leaching,
disposal, dumping, deposit, spraying, burial. abandonment, incineration. seepage,
placement or introduction.
“Remedial Orders” means Orders issued, filed or imposed by any Governmental

Authority pursuant to any Environmental Laws and include Orders requiring any
remediation of any site or any remediation or clean-up of any Hazardous Substance, or
requiring that any Release be reduced, monitored, modified or eliminated.
“Resolved Claim” has the meaning given in Section 12 4(f).
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“Rollover Vendors” means the Vendors set forth on Schedule 1.1 identified as Rollover
Vendors,
“Securityholders Agreement” means the securityholders agreement for SSC Dominion

Holdings, LLC, in form and substance reasonably satisfactory to the Vendors’
Representative and the Purchaser.
“Senior Manager Equity Incentive Plan” means the Dominion Voting Systems Senior
Manager Equity Incentive Plan, in form and substance reasonably satisfactory to the
Vendors’ Representative and the Purchaser.
“Series 1 Shares” means the Series 1 Shares in the capital of the Company.
“Schedules” has the meaning given in Section 1.5.
“Shareholders Agreements” means (i) the Investor Rights Agreement dated December
23, 2015 between the Company and certain of its shareholders, (ii) the Second Amended
and Restated Unanimous Shareholders Agreement of DVSC dated December 23, 2015,
and (iii) the Registration Rights Agreement between the Company and certain of its
shareholders dated December 23, 2015
“Special Escrow Amount” means $500,000.
“Software” means computer programs, operating systems, applications, firmware and

other code.
“Statutory Plans” means statutory benefit plans in which the Company or any of the
Subsidiaries is required to participate or with which any of them is required to comply,
including the Canada Pension Plan and plans administered pursuant to applicable health
tax, workplace safety insurance and employment insurance legislation,
“Subsidiaries” means those companies listed in Schedule 5.3.
“Survival Date” has the meaning given in Section 12.2(¢)(i).
“Tax Returns” means returns, reports, declarations, elections, notices, filings, forms,
statements and other documents (whether in tangible, electronic or other form) and
including any amendments, schedules, attachments, supplements. appendices and exhibits,
made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes.
“Tax Act” means the /ncome Tax Act (Canada) and the regulations thereunder
“Taxes” means taxes, duties, fees, premiums, assessments, imposts, levies and other
similar charges imposed by any Governmental Authority under Law, including all interest,
penalties, fines, additions to tax or other additional amounts imposed by any Governmental
Authority in respect of tax, and including those levied on, or measured by, or referred to
as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services,
harmonized sales, use, value-added, excise, stamp, withholding, business, franchising,
property, development, occupancy, employer health, estimated. payroll, employment,
health, social services, education and social security taxes, escheat, abandoned or
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unclaimed property, all surtaxes, all customs duties and import and export taxes,
countervail and anti-dumping, all licence, franchise and registration fees and all
employment insurance, health insurance and Canada and other government pension plan
premiums or contributions.
“Tax Liability Amount” means (i) the unpaid Taxes of the Company and any of its
Subsidiaries (whether or not such Taxes are due and payable as of the Closing Date) with
respect to any Pre-2018 Tax Period, (ii) the unpaid Taxes of any Holdco (whether or not
such Taxes are due and payable as of the Closing Date) with respect to any Pre-Closing
Tax Period, and (iii) the unpaid Taxes of the Company or any of its Subsidiaries or any
Holdco (whether or not such Taxes are due and payable as of the Closing Date) with respect
to any Pre-Closing Tax Period and which arise as a result of or in connection with the
transactions contemplated by the Purchase Agreements (including in respect of this clause
(iii), but not limited to, any Taxes arising under or a result of the Pre-Closing
Reorganization, the US Subsidiary Sale or the Pre-Closing Distribution), which, in the case
of each of clauses (i), (ii), and (iii), shall not be an amount less than zero and shall not
include any offsets or reductions with respect to Tax refunds, Tax credits, or overpayments
of Tax (other than 50% of the amount of the Scientific Research and Experimental
Development Tax credits).
“Third Party Claims” has the meaning given in Section 12.5(a).
“Third Party Components” means, with respect to Company Products, all of the
following that are not exclusively owned by the Company or any of its Subsidiaries: (i)
Software that is embedded in, used in, incorporated into, combined with, linked with,
distributed with, provided to any Person as a service with, provided via a network as a
service or application with or made available with such Company Products, including any
Software that is referenced or required to be present or available (including available via
another machine connected directly or through a network) in such Company Products for
such Company Product to properly function in accordance with its specifications or from
which any of the Company Software inherits, links or otherwise calls functionality
(including libraries or other shared-source repositories), and (ii) Intellectual Property that
are embodied in such Company Product.
“Transfer Taxes” has the meaning given in Section 10.7(d).
“Transaction Expenses” means the fees, costs and expenses incurred by or on behalf of
any Vendor or the Company or its Subsidiaries as a result of or in connection with the
negotiation, documentation or consummation of the transactions contemplated by the
Purchase Agreements, including: (i) the fees, costs and expenses of investment banking,
brokers, legal accounting and other advisors, (ii) any change in control, success, transaction
or other similar bonuses, any retention or severance obligations, any deferred compensation
obligations and any incentive bonus payments, including the employer portion of any
employment or payroll Taxes related thereto or in connection with the Company Options
or the Common Shares to which such Company Options relate, other than those arising
solely from any action taken by Purchaser following the Closing, (iit) 50% of the premium,
commitment, diligence, underwriting and similar fees incurred with respect to obtaining
the R&W Policy, (iv) 50% of the premium and any expenses associated with the D&O Tail
Policy and (v) the costs and expenses of the Paying Agent under the Paying Agent
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Agreement; provided, however, that Transaction Expenses shall not include any amounts
taken into account as a dollar-for-dollar reduction to Purchase Price in the calculation of
Indebtedness.
“Unobjected Claim” has the meaning given in Section 12 4(c)
“US Subsidiary SPA” means that certain Stock Purchase Agreement by and between
DVSC and US Purchaser attached hereto as Exhibit C, consummating and giving effect to
the US Subsidiary Sale.
“US Subsidiary Purchase Price” means $28,893 459.51.
“Vendor Indemnified Parties” means, collectively, the Vendors, their respective

Affiliates and the Vendors’ and their Affiliates” respective directors, officers, agents,
employees and shareholders.
“Vendor Indemnified Tax” means, without duplication, (i) all Taxes of the Vendors for
any taxable period (or portion thereof), (ii) all Taxes of any Holdco for any Pre-Closing
Tax Period, (iit) all Taxes of any member of an affiliated, consolidated, combined or
unitary group of which any Holdco (or any predecessor of any of the foregoing) is or was
a member on or prior to the Closing Date, including pursuant to Treasury Regulation
Section 1.1502-6 or any analogous or similar state, local or other Law, (iv) any and all
Taxes of any Person imposed on a Holdco as a transferee or successor, by contract or
pursuant to any Law as the result of transactions or events occurring prior to the Closing
Date, (v) all Taxes of any Holdco for any Pre-Closing Tax Period and which arise as a
result of or in connection with the transactions contemplated by the Purchase Agreements,
“Vendors’ Representative Expenses” has the meaning given in Section 13. 1(b)
1.2 Certain Rules of Interpretation
In this Agreement:
(a) Currency — Unless otherwise specified, all references to money amounts are to
lawful currency of the United States.
(b) Governing Law — This Agreement is a contract made under and shall be governed
by and construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable in the Province of Ontario.
(c) Headings — Headings of Articles and Sections are inserted for convenience of
reference only and do not affect the construction or interpretation of this
Agreement.
(d) Including — Where the word “including” or “includes” is used in this Agreement,
it means “including (or includes) without limitation”.
(e) No Strict Construction — The language used in this Agreement is the language
chosen by the Parties to express their mutual intent, and no rule of strict
construction shall be applied against any Party.
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(f) Other — Unless otherwise indicated to the contrary herein by the context or use
thereof: (i) the word “or” is disjunctive but not necessarily exclusive; and (ii)
references to the “ordinary course of business” shall mean the ordinary course of
business consistent with past practice (including with respect to nature, magnitude
and frequency). The Parties hereto intend that each representation and warranty
contained herein shall have independent significance If a Party has breached any
representation or warranty contained herein in any respect, the fact that there exists
another representation or warranty relating to the same subject matter (regardless
of the relative levels of specificity) which such Party has not breached shall not
detract from or mitigate the fact that such Party is in breach of the first
representation or warranty.
(g) Number and Gender — Unless the context otherwise requires, words importing the
singular include the plural and vice versa and words importing gender include all
genders.
(h) Severability — If, in any jurisdiction, any provision of this Agreement or its
application to any Party or circumstance is restricted, prohibited or unenforceable,
such provision shall, as to such jurisdiction, be ineffective only to the extent of such
restriction, prohibition or unenforceability (so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any Party) without invalidating the remaining provisions of
this Agreement and without affecting the validity or enforceability of such
provision in any other jurisdiction or without affecting its application to other
Parties or circumstances.
(i) Statutory references — A reference to a statute includes all regulations and rules
made pursuant to such statute and, unless otherwise specified, the provisions of any
statute or regulation which amends, supplements or supersedes any such statute or
any such regulation.
a Time — Time is of the essence in the performance of the Parties’ respective

obligations under this Agreement.
(k) Time Periods — Unless otherwise specified, time periods within or following which
any payment is to be made or act is to be done shall be calculated by excluding the
day on which the period commences and including the day on which the period
ends and by extending the period to the next Business Day following if the last day
of the period is not a Business Day.
1.3 Knowledge
In this Agreement, references to the knowledge of any Party means the actual knowledge of’
(a) in the case of the Company, John Poulos and Tan MacVicar (after reasonable due
inquiry of the following members of the Company's management: Michael
Frontera, Waldeep Singh, Christina Reich and Nicole Nollette);
LEGAL 1 aw2m70d 10
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(b) in the case of each Vendor that is an individual, such Vendor after reasonable due
inquiry;
(c) in the case of each Vendor that is a corporation, the most senior officer of such
Vendor and the shareholders of such corporation after reasonable due inquiry; and
(d) inthe case of the Purchaser, Hootan Yaghoobzadeh after reasonable due inquiry.
1.4 Entire Agreement
This Agreement, the Confidentiality Agreement and the other agreements, Exhibits, Schedules,
and documents required to be delivered pursuant to this Agreement (including the US Subsidiary
SPA) constitute the entire agreement between the Parties and set out all the covenants, promises,
warranties, representations, conditions and agreements between the Parties in connection with the
subject matter of this Agreement and supersede all prior agreements, understandings, negotiations
and discussions, whether oral or written, pre-contractual or otherwise, related to such subject
matter. There are no covenants, promises, warranties, representations, conditions, understandings
or other agreements, whether oral or written, pre-contractual or otherwise, express, implied or
collateral, whether statutory or otherwise, between the Parties in connection with the subject matter
of this Agreement except as specifically set forth in this Agreement and the Confidentiality
Agreement and any document required to be delivered pursuant to this Agreement, and the
Purchaser shall acquire the Purchased Shares subject to the benefit of the representations and
warranties in this Agreement and any document required to be delivered pursuant to this
Agreement. Other than the representations and warranties set forth herein or in any document
required to be delivered pursuant to this Agreement, any cost estimates, projections or other
predictions contained or referred to in any other material that has been provided to the Purchaser
or any of its Affiliates, agents or representatives (including any due diligence presentations or
documents, and in particular any descriptive memoranda transmitted to the Purchaser relating to
the sale of the Purchased Shares, and any supplements or addenda to such memoranda) are not and
shall not be deemed to be representations or warranties of any of the Vendors or any of their
Affiliates, agents, employees or representatives. For all purposes of the representations,
warranties, covenants, agreements, definitions and indemnity provisions of this Agreement (other
than as expressly provided for in this Agreement), the transactions contemplated by the US
Subsidiary SPA shall be disregarded such that the US Subsidiary will be deemed to be owned by
DVSC (and thus will be a Subsidiary of the Company) at all times prior to the Closing and not by
US Purchaser or any of its Affiliates.
1.5 Schedules
The schedules (the “Schedules™) and exhibits to this Agreement, listed below, are an integral part
of this Agreement:
Schedule Description
Schedule 1.1 Individual Vendors, Holdco Vendors, Rollover Vendors and
Purchased Shares
Schedule 5,3 Subsidiaries
Schedule 5.4 Capitalization
Schedule 5.5 Absence of Conflicts
Schedule 5.6 Regulatory Approvals
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Schedule Description
Schedule 5.7 Financial Statements
Schedule 5.7(h) Deferred Revenue
Schedule 5.8 Absence of Changes and Unusual Transactions
Schedule 5.9 Permitted Encumbrances and Bank Accounts
Schedule 5.10 Business in Compliance with Laws; Regulatory Matters
Schedule 5.11 Intellectual Property
Schedule 5.13 Leased Real Property
Schedule 5.15 Employment Matters
Schedule 5.17 Pension and Other Benefit Plans
Schedule 5.18 Material Contracts
Schedule 5.20 Legal Proceedings
Schedule 5.21 Tax Matters
Schedule 5.24 Customers and Suppliers
Schedule 5.25 Insurance
Schedule 6.2 No Subsidiaries, Other Assets, Employees or Liabilities
Schedule 6.9 Holdco Financial Statements
Schedule 7.5 Purchaser Regulatory Approvals
Schedule 10 1(b)(xi) Terminated Agreements
Schedule 10.2 Conduct of Business Prior to Closing
Schedule 10.9 Pre-Closing Reorganization
Schedule 12 2(a)(vi) Indemnification by the Vendors
Exhibit Description
Exhibit A Escrow Agreement
Exhibit B Paying Agent Agreement
Exhibit C US Subsidiary SPA
Exhibit D Rollover Shares
The Schedules shall be deemed to be attached to this Agreement and made a part of this
Agreement. All references to this Agreement shall include the Schedules. The disclosure of any
item in any Schedule (or section of such Schedule) is a disclosure of that item for all other
appropriate sections of the Schedules to which such disclosure is reasonably apparent on the face
thereof. No reference to or disclosure of any item or other matter in any Schedule (or any section
of such Schedule) shall be construed as an admission or indication that such item is required to be
referred to or disclosed in any Schedule (or any section of such Schedule). Inclusion of any item
in a Schedule (or any section of such Schedule) does not constitute a determination by the
representing party that such item is material and shall not be deemed to establish a standard of
materiality. No disclosure in a Schedule (or any section of such Schedule) relating to any possible
breach or violation of any Contract, Law or any potential adverse contingency shall be construed
as an admission or indication that any such breach or violation exists or has actually occurred or
that such adverse contingency will actually occur.
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ARTICLE 2
PURCHASE AND SALE
2.1 Action by the Vendors and the Purchaser
Subject to the provisions of the Purchase Agreements, at the Closing:
(a) Purchase and Sale of Purchased Shares — each Vendor shall sell, free and clear
of any Encumbrances, and the Purchaser shall purchase the Purchased Shares (but,
to the extent the Rollover is consummated in accordance with the Rollover
Agreement, other than the Rollover Shares, in which case, for the avoidance of
doubt, the Rollover Shares shall have been contributed by the Rollover Vendors to
Purchaser immediately prior to the Closing as part of the Rollover) as set forth
opposite such Vendor's name, as set out in the Closing Consideration Statement;
(b) Payment of the Purchase Price — the Purchaser shall pay the Closing Payment to
the Paying Agent and all other payments as provided in Section 3.3;
(c) Transfer and Delivery of the Purchased Shares — the Vendors shall transfer and
deliver to the Purchaser share certificates representing the Purchased Shares (but,
to the extent the Rollover is consummated in accordance with the Rollover
Agreement, other than the Rollover Shares, in which case, for the avoidance of
doubt, the Rollover Shares shall have been contributed by the Rollover Vendors to
Purchaser immediately prior to the Closing as part of the Rollover) duly endorsed
in blank for transfer, or accompanied by irrevocable security transfer powers of
attorney duly executed in blank, in either case by the holders of record; and
(d) Other Documents — the Vendors and the Purchaser shall deliver the agreements
set out in Section 10.1.
2.2 Place of Closing
The Closing shall take place by electronic means on the Closing Date.
2.3 Tender
Any tender of documents under this Agreement shall be made upon the recipient Party or its
respective counsel.
ARTICLE 3
PURCHASE PRICE
3.1 Purchase Price
The amount payable by the Purchaser for the Purchased Shares (other than the Rollover Shares)
(the “Purchase Price”), shall be the amount of $86,500,000
(a) less the amount of any Indebtedness outstanding as at the Closing that has not
otherwise been repaid through proceeds of the Pre-Closing US Sale Proceeds
Distribution;
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(b) less the amount of any Leakage as at the Closing;
(c) less the Rollover Amount; and
(d) less the US Subsidiary Purchase Price,
3.2 Closing Consideration Statement
At least three Business Days prior to Closing, the Company shall deliver a schedule, in form and
substance reasonably acceptable to Purchaser, (the “Closing Consideration Statement”) that sets
forth (i) a good faith estimate of the Purchase Price and each component thereof; (ii) the portion
of the Purchase Price payable to each Vendor at Closing; (iii) the portion of the Indemnity Escrow
Amount allocated to each Vendor; (iv) the portion of the Special Escrow Amount allocated to each
Vendor; (v) the Indebtedness outstanding as of the Closing and the amount of Indebtedness to be
repaid through proceeds of the Pre-Closing US Sale Proceeds Distribution; (vi) the Leakage as of
the Closing; and (vii) the portion of the proceeds to be held back from each Rollover Vendor as
consideration for the Exchangeable Shares. The Closing Consideration Statement shall be
certified, without personal liability, on behalf of the Company by the Chief Executive Officer and
the Chief Financial Officer of the Company (or, in each case, a Person acting in a similar capacity)
as being true and correct in all material respects. Purchaser shall have a reasonable opportunity to
review and comment on the Closing Consideration Statement and the components thereof and the
Company shall consider and incorporate such comments in good faith to the extent they are
reasonable. Purchaser shall be entitled to rely on the Closing Consideration Statement without any
liability.
3.3 Satisfaction of the Purchase Price
The Purchaser shall satisfy the Purchase Price as follows:
(a) at the Closing:
(i) by payment to the Paying Agent of an amount equal to the Purchase Price,
less the Escrow Amount (the “Closing Payment”) in accordance with the
distributions set out in the Closing Consideration Statement;
(il) by depositing the Indemnity Escrow Amount in an account to be established

by the Escrow Agent and to be held pursuant to the terms the Escrow
Agreement (the “Indemnity Escrow Account”); and
(iii) by depositing the Special Escrow Amount in an account to be established

by the Escrow Agent and to be held pursuant to the terms the Escrow
Agreement (the “Special Escrow Account”).
3.4 Company Options and Company Warrants
Prior to the Closing, the Company shall take all actions (including, if appropriate, adopting board
of director resolutions, and, if applicable, obtaining the consent of each holder of Company
Options and Company Warrants or delivering such Persons notices) that are necessary to ensure
that each outstanding Company Option and each outstanding Company Warrant exercisable for
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Company Shares that has not been exercised for Company Shares as of the Closing is cancelled
and the Option Plan and all Company Warrants are terminated.
3.5 Escrow Arrangements
(a) The Escrow Fund shall be available as provided for in this Agreement to
compensate the Purchaser Indemnified Parties for any Claims by such parties for
any Losses suffered or incurred by them and for which they are entitled to recovery
under Article 12. The Escrow Amount shall be invested and distributed as provided
in the Escrow Agreement.
(b) Subject to the following requirements:
(i) the Indemnity Escrow Account shall be in existence immediately following

the Closing and shall terminate at 5:00 p.m. Toronto time on the Survival
Date (the “Indemnity Escrow Period Release Date”), or if such date is not
a Business Day, then the Business Day immediately following such date
and the Escrow Agent shall promptly upon receipt of a joint written
instruction delivered to the Escrow Agent by the Purchaser and Vendors’
Representative, acting reasonably and in good faith, release and distribute
the amounts held in Indemnity Escrow Account to the Paying Agent
following such termination; provided, however, that the Indemnity Escrow
Account shall not terminate with respect to any amount in respect of any
Claims specified in any Claim Notice delivered prior to the Indemnity
Escrow Period Release Date, and any such amount shall not be distributed
to the Paying Agent at such time. As soon as all such Claims have been
resolved in accordance with Article 12 and the Escrow Agreement, the
Escrow Agent shall promptly upon receipt of a joint written instruction
delivered to the Escrow Agent by the Purchaser and Vendors’
Representative, deliver to the Paying Agent the applicable remaining
portion of the amounts held in the Indemnity Escrow Account, if any, not
required to satisfy such Claims, Deliveries of the funds constituting the
Indemnity Escrow Amount to the Paying Agent pursuant to this Section
3.5(b) shall be made in accordance with the distributions set out in Closing
Consideration Statement (and, in the case of any Vendor subject to a
Resolved Claim for indemnification pursuant to Article 12, less the amount
of such Resolved Claim).
(ii) The Special Escrow Account shall be in existence immediately following

the Closing and shall terminate at 5:00 p.m. Toronto time on January |,
2020 (the “Special Escrow Period Release Date”), or if such date is not a
Business Day, then the Business Day immediately following such date and
the Escrow Agent shall promptly upon receipt of a joint written instruction
delivered to the Escrow Agent by the Purchaser and Vendors’
Representative, acting reasonably and in good faith, release and distribute
the amounts held in Special Escrow Account to the Paying Agent following
such termination; provided, however, that the Special Escrow Account shall
not terminate with respect to any amount in respect of any Claims specified
in any Claim Notice delivered prior to the Special Escrow Period Release
LEGAL 1 aw2m70d 10
Date, and any such amount shall not be distributed to the Paying Agent at
such time. As soon as all such Claims have been resolved in accordance
with Article 12 and the Escrow Agreement, the Escrow Agent shall
promptly upon receipt of a joint written instruction delivered to the Escrow
Agent by the Purchaser and Vendors® Representative, deliver to the Paying
Agent the applicable remaining portion of the amounts held in the Special
Escrow Account, if any, not required to satisfy such Claims. Deliveries of
the funds constituting the Special Escrow Amount to the Paying Agent
pursuant to this Section 3.5(b) shall be made in accordance with the
distributions set out in Closing Consideration Statement (and, in the case of
any Vendor subject to a Resolved Claim for indemnification pursuant to
Article 12, less the amount of such Resolved Claim).
3.6 Paying Agent Arrangement
At or prior to the Closing, the Purchaser and the Vendors™ Representative shall: (a) enter into an
agreement with the Paying Agent requiring the Purchaser to make available to the Paying Agent
on the Closing Date cash in the amount necessary for the payment of the Purchase Price to the
Vendors as specified and allocated in accordance with the Closing Consideration Statement; and
(b) cause such cash amount to be deposited with the Paying Agent.
3.7 Withholding
Notwithstanding anything in the Purchase Agreements to the contrary, Purchasers (or their
designees) and the Company shall be entitled to withhold and deduct from any amounts payable
pursuant to the Purchase Agreements (including, for the avoidance of doubt, amounts in respect of
the Company Options or the Common Shares to which such Company Options relate) such
amounts as Purchasers (or their designees) and the Company are required to deduct and withhold
with respect to the making of such payment under any applicable Tax law, provided, however,
that, other than with respect to any amounts that are treated as compensatory for applicable Tax
purposes, the applicable Purchaser shall notify such Person in respect of which such withholding
is proposed to be made of its intent to withhold within a reasonable time prior to making such
withholding and shall cooperate with any reasonable request from such Person to obtain reduction
or relief from such withholding, if possible, including through the provision of any tax forms,
information, reports or certificates. To the extent that amounts are so withheld or deducted, such
amounts shall be treated for all purposes of the Purchase Agreements and any of the transactions
contemplated thereby as having been paid to the Person in respect of which such withholding or
deduction was made.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE VENDORS
Each Vendor, severally and not jointly, represents and warrants to the Purchaser the matters set
out below solely with respect to such Vendor as of the date hereof and as of the Closing.
4,1 Status of the Vendor
Such Vendor (if such Vendor is not an individual) is an entity duly formed, validly existing and in
good standing under the laws of its jurisdiction of organization. Such Vendor has all requisite
LEGAL 1 aw2m70d 10
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power and authority and full legal capacity to execute and deliver this Agreement and to perform
such Vendor’s obligations hereunder.
4.2 Right to Sell the Purchased Shares
(a) Such Vendor is the sole registered and beneficial owner of the Purchased Shares as
set forth opposite such Vendor's name in Schedule 1.1, free and clear of all
Encumbrances.
(b) Such Vendor has the exclusive right to dispose of the Company Shares or Holdco
Shares, as applicable, as provided in this Agreement and such disposition will not
violate, contravene, breach or offend against or result in any default under any
Contract, charter or by-law provision, Order, judgment, decree, licence, permit or
Law, to which such Vendor is a party or subject or by which such Vendor is bound
or affected. The Purchased Shares are not subject to the terms of any shareholders
agreement to which such Vendor is a party other than the Shareholders Agreements
4.3 Due Authorization
The execution and delivery of this Agreement and the consummation of the transactions
contemplated by this Agreement have been duly authorized by all necessary corporate action on
the part of each Vendor (if such Vendor is not an individual) and no other notices, filings,
authorizations, consents or approvals (including by their respective equityholders (if such Vendor
is not an individual)) on the part of such Vendor is necessary to authorize this Agreement, each
other agreement to be executed by such Vendor in connection with the Closing or to consummate
the transactions contemplated hereby and thereby.
4.4 Enforceability of Obligations
This Agreement constitutes, and each other agreement to be executed by each such Vendor in
connection with the Closing will constitute, a valid and binding obligation of such Vendor
enforceable against such Vendor in accordance with its terms subject to any limitations imposed
by Law.
4.5 Broker
Except for Stifel, Nicolaus & Company, Incorporated and Morgan Stanley & Co. LLC, financial
and investment banking advisors to the Company and the Vendors, whose fees, commissions and
expenses are the sole responsibility of the Vendors, no broker, investment banker, financial advisor
or other person is entitled to any broker's, finder’s, financial advisors or other similar fee or
commission in connection with the transactions contemplated under this Agreement.
4,6 Litigation
There is no Order issued preventing, and no pending or threatened Claim or judicial or

administrative proceeding, or investigation against any Vendor, that seeks restraint, prohibition,
damages or other relief in connection with this Agreement or the consummation of the transactions
contemplated hereby or that would reasonably be expected to prevent or materially delay the
consummation of the transactions contemplated hereby.
LEGAL 1 aw2m70d 10
4.7 Disclaimer of Other Representations and Warranties
Except as expressly set forth in this Article 4, each Vendor makes no representation or warranty,
express or implied, at law, by statute or in equity. in respect of such Vendor or any of its respective
assets, liabilities or operations, including with respect to merchantability or fitness for any
particular purpose, and any such other representations, warranties or conditions are expressly
disclaimed.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Purchaser the matters set out below as of the date
hereof and as of the Closing,
5.1 Status of the Company and the Subsidiaries
(a) The Company is a corporation duly incorporated and validly existing under the laws
of the Province of Ontario and has all necessary corporate power, authority and
capacity to enter into this Agreement, to own its assets and to carry on its business
as presently conducted. The Company (i) is duly qualified to do business and (ii) is
in good standing (where such concept is recognized) in all jurisdictions in which it
is required to be so qualified or in good standing, except in the case of clause (ii),
where the failure to be so qualified or in good standing would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.
(b) Each of the Subsidiaries is a corporation duly incorporated and validly existing
under the laws of its jurisdiction of incorporation and has all necessary corporate
power, authority and capacity to own its assets and to carry on its business as
presently conducted. Each of the Subsidiaries (i) is duly qualified to do business
and (ii) is in good standing (where such concept is recognized) in all jurisdictions
in which it is required to be so qualified or in good standing, except in the case of
clause (ii), where the failure to be so qualified or in good standing would not
reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect.
52 Enforceability; Authorization
The Company has the requisite corporate power and authority to execute and deliver this
Agreement and each other agreement contemplated hereby to which the Company is party and to
consummate the transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and each other agreement contemplated hereby to which the Company is a party and
the consummation of the transactions contemplated hereby and thereby have been duly authorized
by all necessary corporate action on the part of the Company. This Agreement has been (and the
execution and delivery of each of each other agreement contemplated hereby to which the
Company will be a party will be) duly executed and delivered by the Company and, will constitute,
upon execution and delivery thereof, a valid, legal and binding agreement of the Company,
enforceable against the Company in accordance with their terms, except as otherwise provided
under Law
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5.3 Subsidiaries
The Company does not own or have any interest in any shares or have an ownership interest in
any other Person other than the Subsidiaries. Except as set forth on Schedule 5.3, the Company is
the sole registered and beneficial owner of all of the issued and outstanding shares in the capital
of each of the Subsidiaries, free and clear of all Encumbrances.
5.4 Capitalization
The authorized and issued share capital of the Company and each of the Subsidiaries and the legal
owners thereof is as set forth in Schedule 5.4. All of the Purchased Shares and all the issued and
outstanding shares or other securities in each of the Subsidiaries have been duly and validly issued
(in accordance with all applicable Laws) and are outstanding as fully paid and non-assessable
shares, free and clear of any Encumbrance, other than restrictions on transfer arising under
applicable securities law. Except as set forth on Schedule 5.4, there are no (i) options, warrants or
other rights to purchase shares or other securities of the Company or of any of the Subsidiaries,
(it) securities or obligations convertible into or exchangeable for shares or other securities of the
Company or any of the Subsidiaries, (iii) other obligations of the Company or any Subsidiary to
issue, transfer or sell, any shares or other securities in the Company or any Subsidiary or securities
convertible into or exercisable or exchangeable for shares or other securities in the Company or
any Subsidiary. (iv) voting trusts, proxies or other similar agreements or understandings to which
any Vendor or the Company or any Subsidiary is a party or by which any Vendor or the Company
or any Subsidiary is bound with respect to the voting of any shares or other securities in the
Company or any Subsidiary or (v) contractual obligations or commitments of any character
restricting the transfer of, or requiring the registration for sale of, any shares or other securities in
any the Company or any Subsidiary. There are no outstanding obligations of the Company or any
Subsidiary to repurchase, redeem or otherwise acquire any Purchased Shares or shares or other
securities of any Subsidiary.
5.5 Absence of Conflicts
(a) Except as disclosed in Schedule 5.5, none of the Company or any of the
Subsidiaries is a party to, bound or affected by or subject to any:
(i) Contract,
(ii) charter or by-law provision; or
(iii) Laws or Governmental Authorizations,
material to the Company and the Subsidiaries taken as a whole that would be
violated or breached by, or under which a material breach or default would occur
or an Encumbrance would be created, or that would give rise to any right of
termination, cancellation or acceleration of any material right or material obligation
of the Company or any of the Subsidiaries or to a loss of any material benefit to
which the Company or any of the Subsidiaries is entitled or require the consent of
or notice to any third party, as a result of the execution and delivery of, or the
performance of obligations under, this Agreement, or any other agreement to be
entered into under the terms of this Agreement.
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(b) Other than pursuant to the US Subsidiary SPA, there has been no sale, assignment,
subletting, licensing or granting of any rights in or other disposition of or in respect
of any of the Companys or any of the Subsidiaries’ assets or any granting of any
agreement or right capable of becoming an agreement or option for the purchase,
assignment, subletting, licensing or granting of any rights in or other disposition of
any of such assets other than pursuant ta the provisions of, or as disclosed in, this
Agreement.
5.6 Regulatory Approvals
Except for those disclosed in Schedule 5.6, and assuming the representations and warranties set
forth in Article 7 are true and correct in all respects no approval, Order, consent, license, permit,
registration or other similar authorization of or filing with any Governmental Authority is required
on the part of the Vendors or the Company or any of the Subsidiaries in connection with the
execution, delivery and performance of this Agreement or the performance of such Vendor's
obligations under this Agreement, other than those approvals, Orders, consents, licenses, permits,
registrations or other similar authorizations of or filings with any Governmental Authority where
any failure to obtain or perform would not be material to the Company or the Subsidiaries,
5.7 Financial Statements
(a) The Financial Statements (including the notes thereto) were prepared in accordance
with GAAP applied on a consistent basis throughout the periods covered thereby
and present fairly in all material respects the financial position of the Company and
the Subsidiaries on a consolidated basis as at December 31, 2016 and December
31, 2017 and the results of the operations and cash flows of the Company and the
Subsidiaries on a consolidated basis for the fiscal years ended December 31, 2016
and December 31, 2017.
(b) The Interim Financial Statements were prepared in accordance with GAAP applied
on a consistent basis throughout the periods covered thereby (except for the absence
of footnotes and subject to year-end adjustments (none of which are material)) and
present fairly in all material respects the financial position of the Company and the
Subsidiaries on a consolidated basis as at March 31, 2018 and the results of the
operations and cash flows of the Company and the Subsidiaries on a consolidated
basis for the period ended March 31, 2018.
(c) The Company has established and adhered to a system of internal accounting
controls appropriate for its size and the industry in which it operates which are
designed to provide assurance regarding the reliability of financial reporting. There
has never been (i) any significant deficiency or weakness in the system of internal
accounting controls used by the Company or the Subsidiaries, (ii) any fraud or other
wrongdoing that involves any of the management of the Company or the
Subsidiaries or other employees who have a role in the preparation of the Financial
Statements, the Interim Financial Statements or the internal accounting controls
used by the Company or the Subsidiaries or (ii1) any claim or allegation regarding
any of the foregoing. The Financial Statements and Interim Financial Statements
were prepared based on and are consistent with the Books and Records of the
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Company and the Subsidiaries (which, in turn, were true, accurate and complete in
all material respects).
(d) Except (a) for liabilities and obligations disclosed or adequately reserved against in
the Financial Statements and Interim Financial Statements and (b) for liabilities and
obligations of the type set forth in the Interim Financial Statements incurred in the
ordinary course of business since the date of the Balance Sheet (none of which are
a liability arising as a result of any breach of contract, breach of warranty, tort or
violation of Law), none of the Company or the Subsidiaries has any material
liabilities or obligations (whether absolute, accrued, contingent or otherwise).
(e) Since the Company’s incorporation, the Company has not engaged in any business
activities or conducted any operations other than solely as a holding company and
has no assets or liabilities other than pursuant to its equity interests in DVSC.
() All accounts receivable of the Company and the Subsidiaries (i) are bona fide and
valid receivables arising from sales actually made or services actually performed
and were incurred in the ordinary course of business, (ii) are properly reflected on
the Company's and the Subsidiaries’ Books and Records and balance sheets in
accordance with GAAP consistently applied and (iii) are not subject to any setoffs,
counterclaims, credits or other offsets. No Person has any Encumbrance on any
accounts receivable or any part thereof, and no agreement for deduction, free goods
or services, discount or other deferred price or quantity adjustment has been made
by the Company and the Subsidiaries with respect to any accounts receivable other
than in the ordinary course of business.
All of the Company’s and the Subsidiaries’ inventory consists of a quantity and
quality usable and salable in the ordinary course of business, is not slow-moving,
obsolete, expired, defective or damaged, is merchantable and fit for its intended
use. and is being actively marketed in normal commercial channels and in normal
commercial quantities, subject only to the reserve for inventory write-down set
forth in the Interim Financial Statement.
(h) Schedule 5.7(h) sets for a true, complete and accurate list of any Deferred Revenue
as of the month end prior to the Closing Date.
5.8 Absence of Changes and Unusual Transactions
Except as disclosed in Schedule 5.8 and as contemplated by this Agreement, since the date of the
Balance Sheet:
(a) there has not been a Material Adverse Effect;
(b) the business of the Company and the Subsidiaries, taken as a whole, has been
carried on in the ordinary course except in connection with the Pre-Closing
Reorganization;
(c) none of the Company or the Subsidiaries (other than pursuant to the US Subsidiary
SPA and in connection with the Pre-Closing Reorganization) has transferred,
LEGAL 19201704. 10
_20.
assigned, sold or otherwise disposed of a material portion of the assets shown or

reflected in the Balance Sheet, except, in the ordinary course of business;
(d) none of the Company or the Subsidiaries has, except for a Permitted Encumbrance,
created or permitted to exist any Encumbrance maternally impairing the material
assets and properties of the Company and the Subsidiaries;
(e) except in connection with the Pre-Closing Reorganization, none of the Company or
the Subsidiaries, directly or indirectly, has declared or paid any dividends or
declared or made any other payments or distributions on or in respect of any of its
shares or other equity interests or, directly or indirectly, purchased or otherwise
acquired any of its shares or other equity interests;
(fH) none of the Company or the Subsidiaries has (i) made or changed any Tax election,
(ii) filed any amended Tax Return, (iii) entered into any closing agreement or
otherwise settled any Tax claim or assessment, (iv) surrendered any right to claim
a refund of Taxes, (v) consented to any extension or waiver of the limitation period
applicable to any Tax claim or assessment, (vi) failed to pay any Tax that becomes
due and payable, or (vii) adopted or changed any Tax accounting method,
(2) none of the Company or the Subsidiaries has settled or compromised, or agreed to
settle or compromise, any claim if such settlement or compromise would result in
payments in excess of $100,000 or impose any material obligation on the Company
or any of the Subsidiaries after the date of this Agreement;
(h) none of the Company or the Subsidiaries has (i) entered into, terminated or
amended any Contract that is for the employment or engagement of any person on
a full-time, part-time or consulting basis, including directors, officers, Employees,
consultants or agents at annual compensation in excess of $150,000; or (ii)
increased any form of compensation or other benefits payable or to become payable
to any Employees, contractors, consultants or agents of the Company or the
Subsidiaries, except increases made in the ordinary course of business which, in the
case of Employees, do not exceed 5% in the aggregate, of the amount of the
aggregate annual compensation payable to all Employees prior to such increase;
(i) none of the Company or the Subsidiaries have sold, transferred, licensed, assigned,
abandoned or otherwise disposed of any Intellectual Property, except in the
ordinary course of business;
(G0) (i) acquired (by merger, amalgamation, acquisition of shares or assets or otherwise)
or organized any Person, (ii) acquired any rights, assets or properties other than in
the ordinary course of business or (iii) acquired any equity interests or other
securities of any Person;
(x) other than pursuant to the US Subsidiary SPA or the Pre-Closing Reorganization,
none of the Company or the Subsidiaries have issued, sold or granted any capital
stock or other equity interests, or any securities or rights convertible into,
exchangeable for or evidencing the right to subscribe for any capital stock or other
equity interests, or any warrants, options, calls, commitments or rights to acquire
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any capital stock or other equity interests or any securities or rights convertible into,
exchangeable for, or evidencing the right to subscribe for, any capital stock or other
equity interests,
(1h) none of the Company or the Subsidiaries have incurred any Indebtedness in excess
of $50,000 in the aggregate;
(m) none of the Company or the Subsidiaries have made any capital expenditure (or
series of related capital expenditures) in excess of $100,000 or failed to make any
capital expenditure (or series of related capital expenditures) as set forth on the
Company's and the Subsidiaries’ approved budget;
(n) except in connection with the Pre-Closing Reorganization, none of the Company or
the Subsidiaries have canceled any debts owed to it or claims held by it;
(0) none of the Company or the Subsidiaries have entered into any joint venture,
partnership, limited liability company, profit sharing or other similar Contract;
(p) none of the Company or the Subsidiaries have (i) entered into any new Contract
(other than the US Subsidiary SPA) that would be a Material Contract if entered
into prior to the date hereof, (ii) modified, amended, canceled, failed to renew or
terminated any Material Contract in any respect (other than completion or
expiration of any Material Contract in accordance with its existing terms), or (iii)
waived, released or assigned any of the rights or claims of the Company or the
Subsidiaries thereunder,
(q) except in connection with the Pre-Closing Reorganization, none of the Company or
the Subsidiaries have entered into any Contracts between or among the Company
or any of the Subsidiaries, on the one hand, and a Vendor, Insider or any of their
Affiliates, on the other hand;
(r) none of the Company or the Subsidiaries have adopted any amendments to its
organizational documents;
(s) none of the Company or the Subsidiaries have made any material change in their
policies with respect to the payment of accounts payable or accrued expenses or the
collection of the accounts receivable or other receivables, including any
acceleration or deferral of the payment or collection thereof, as applicable; and
(t) none of the Company or the Subsidiaries has authorized, agreed or otherwise
become committed to do any of the foregoing.
5.9 Title to Certain Assets
Except as identified elsewhere in this Agreement or pursuant to the US Subsidiary SPA, each of
the Company and the Subsidiaries is the sole legal and beneficial owner of all of its material assets,
tangible or intangible, and interests in its assets used in its business and has good and valid title,
free and clear of all Encumbrances other than Permitted Encumbrances. The Company or its
Subsidiaries owns or has a valid license or leasehold interest in all properties and assets, tangible
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or intangible, used in or necessary for the conduct of the business of the Company and its
Subsidiaries. No Affiliate of the Company (other than a Subsidiary) or any Insider owns, whether
directly or indirectly, any assets used by the Company or its Subsidiaries in the conduct of its
business. The bank and identifying details of each bank account of the Company and its
Subsidiaries are set forth on Schedule 5.9.
5.10 Business in Compliance with Law; Regulatory Matters
(a) The Company and each Subsidiary is, and, for the past three years, has been, in
compliance in all material respects with all Laws applicable thereto, including with
respect to the conduct by the Company and each Subsidiary of its business and the
ownership or use of its assets. No event has occurred or circumstance exists that
(with or without the lapse of time or the giving of notice) (i) would reasonably be
expected to constitute or result in a violation by any of the Company or a Subsidiary
of, or a failure on the part of any of the Company or a Subsidiary to comply in any
material respect with, any Law applicable to it, or (ii) would reasonably be expected
to give rise to any material obligation on the part of any of the Company or a
Subsidiary under any Law applicable to it to undertake, or to bear all or any portion
of the cost of, any material remedial action of any nature.
(b) The Company and each Subsidiary possesses and has Made Available to the
Purchaser true, correct and complete copies of, all Governmental Authorizations
required by any Governmental Authority to permit it to own or lease, operate and
use its assets and conduct its business and operations as presently conducted.
Schedule 5.10 sets forth a true, correct and complete list of all material
Governmental Authorizations held by the Company and its Subsidiaries. The
Company and each Subsidiary is in compliance in all material respects with all
terms and conditions of each Governmental Authorization held by it
(c) Neither the Company nor any of its Subsidiaries, nor any of their respective
officers, directors or Employees, nor to the knowledge of the Company, any agent
or other third party representative acting on behalf of the Company or any of its
Subsidiaries, is currently, or has been in the last three years: (1) organized, resident
or located in any country or region that is currently, or has been during the last three
years, the subject or target of a comprehensive embargo under U.S. or other relevant
Laws (including Cuba, Belarus, Iran, North Korea, Sudan, Syria, and the Crimea
region of Ukraine) (each, a “Sanctioned Country”), (ii) a Person listed on or
deemed by virtue of ownership or control to be designated pursuant to any
restricted party list, including the Office of Foreign Assets Control's Specially
Designated Nationals and Blocked Persons List and the Canadian Consolidated
List; or (iii) in violation of any Laws pertaining to economic, financial, or trade
sanctions or embargoes, export or import controls, or antiboycott requirements.
(d) Neither the Company nor any of its Subsidiaries, nor any of their respective
officers, directors or Employees, nor to the knowledge of the Company, any agent
or other third party representative acting on behalf of the Company or any of its
Subsidiaries, has at any time made any unlawful payment or given, offered,
promised, or authorized or agreed to give, any money or thing of value, directly or
indirectly, to any Person in violation of any applicable Laws relating to the
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prevention of corruption and bribery, including the Foreign Corrupt Practices Act
of 1977 (such Laws collectively. “Anti-Corruption Laws”). The Company and
its Subsidiaries have maintained complete and accurate books and records,
including records of payments to any agents, representatives. other third parties and
Governmental Authorities,
(e) Neither the Company nor any of its Subsidiaries has, in connection with or relating
to the business of the Company or any of its Subsidiaries, received any notice,
inquiry, whistleblower report, or internal or external allegation; made any voluntary
or involuntary disclosure to a Governmental Authority; or conducted any internal
investigation or audit concerning any actual or potential violation or wrongdoing
related to trade control Laws or Anti-Corruption Laws.
5.11 Intellectual Property
(a) Schedule 5.11(a) lists all patents, patent applications, registered trademarks, service
marks, and tradenames (and any applications therefor), registered domain names
and registered copyrights, in each case that are owned by the Company and its
Subsidiaries (collectively, “Registered Intellectual Property™). All Registered
Intellectual Property which is issued by or registered with, as applicable, the U.S.
Patent and Trademark Office, the U.S. Copyright Office or in any similar office,
agency or registrar anywhere in the world are currently in compliance with formal
legal requirements (including, as applicable, payment of filing, examination and
maintenance fees, proofs of working or use, timely post-registration filing of
affidavits of use and incontestability and renewal applications) are valid and
enforceable.
(b) Excluding Intellectual Property licensed to the Company pursuant to the Contracts
set forth on Schedule 5.18, the Company and its Subsidiaries, taken together, are
the sole and exclusive owners of all right, title and interest in and to all Company
Intellectual Property, with good and marketable title thereto without any conflict
with, or infringement of, the rights of others and free and clear of all Encumbrances
except for Permitted Encumbrances. The Company and its Subsidiaries own all
right, title, and interest in and to or are licensed to use or otherwise have the right
to use all Intellectual Property used in or necessary to the conduct of their
businesses as currently conducted, free and clear of any Encumbrances other than
Permitted Encumbrances.
(9) Neither the operation of the business of the Company and its Subsidiaries, nor any
activity by the Company and its Subsidiaries, nor the manufacture, use, importation,
offer for sale and/or sale of any product or service marketed, licensed, distributed
or sold by the Company and its Subsidiaries has violated, violates or will violate
any license, has infringed, infringes or will infringe, or has misappropriated,
misappropriates or will misappropriate any Intellectual Property of any other
Person.
(d) Except as set forth in Schedule 5.11(d), the Company and its Subsidiaries have not
received any communications alleging, and there are no pending or, to the
Company's knowledge, threatened Claims against the Company, that the Company
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or any of its Subsidiaries have infringed, misappropriated, or otherwise violated, or
by conducting its business, would violate any Intellectual Property of any other
Person.
(e) To the Company's knowledge, no Person is infringing on, violating or

misappropriating any Company Intellectual Property. Other than with respect to
commercially available Software products licensed to the Company or any of its
Subsidiaries under standard end-user object code license agreements and as set
forth in Schedule 5.11(e), there are no material outstanding options, licenses,
agreements, Claims, Encumbrances or shared ownership interests of any kind
relating to the Company Intellectual Property. nor is the Company or any of its
Subsidiaries bound by or a party to any material options, licenses or agreements of
any kind with respect to the Intellectual Property of any other Person, other than
source code escrow agreements/arrangements as set forth on Schedule 5.11(e).
(f) The Company and its Subsidiaries have taken commercially reasonable security
measures to protect the secrecy, confidentiality and value of all trade secrets and
other material confidential information used in its business (the “Company Trade
Secrets”), including requiring all Company and Subsidiary employees and
consultants and all other persons with access toa Company Trade Secrets to execute
a confidentiality agreement, and, to the Company’s knowledge, there has not been
any breach by any party to such confidentiality agreements.
The Company and its Subsidiaries have not directly or indirectly granted any rights,
licenses or interests in the source code and no source code for any Company
Products has been disclosed, released, made available or delivered (and no Person
has agreed to disclose, release, or deliver such source code under any circumstance)
to any third party (other than the developers of the same and third-parties certifying
compliance with governmental standards applicable to such Company Products, in
each case subject to written agreements executed by such developers and requiring
such developers to maintain the confidentiality of such source code and other than
source code escrow agreements/arrangements as set forth on Schedule 5.11(e)).
(h) The Company and its Subsidiaries have taken commercially reasonable measures
to ensure that the products do not contain any “viruses”, “time bombs”, “key locks”,
or any other similar devices that could disrupt or interfere with the operation of the
products or the integrity of the data, information or signals they produce
(collectively, “Malicious Code”). To the Company’s Knowledge, none of the
Company Systems contain any Malicious Code.
(1) The Company and its Subsidiaries are not currently using and. to the Companys
knowledge, it will not be necessary to use any inventions of any of their employees
or consultants (or Persons it currently intends to hire) made prior to their
employment or engagement by the Company and its Subsidiaries. All former and
current employees, consultants and contractors of the Company have executed
written instruments with the Company and its Subsidiaries that waive all moral
rights in and to and assign to the Company and its Subsidiaries all rights, title and
interest in and to any and all inventions, improvements, discoveries, works of
authorship, and other work product relating to the business of the Company and its
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Subsidiaries or any of the products or services being researched, developed or sold

by the Company and its Subsidiaries and intellectual property relating thereto.
(i Other than as set forth in Schedule 5 11(j), the Company and its Subsidiaries have
not embedded or otherwise used any open source, copyleft or community source
code, including but not limited to any libraries or code, Software, technologies or
other materials that are licensed or distributed under any General Public License,
Lesser General Public License or similar license arrangement, or any other
Software that is licensed pursuant to any license that is, or is substantially similar
to, a license now or in the future approved by the Open Source Initiative and listed
at http://www .opensource.org/licenses (collectively “Open Source Software”), in
connection with any of the Company Products or any other products or services
that are generally available or in development. None of the Software included in
the Company Products is subject to a license for Open Source Software in any
manner that would materially restrict the ability of the Company and its
Subsidiaries to protect their proprietary interests in any such product or service or
in any manner that requires (i) any Company Intellectual Property (other than the
Open Source Software itself) be disclosed or distributed in source code form or be
licensed for the purpose of making derivative works; (ii) any restriction on the
consideration to be charged for the distribution of any Company Intellectual
Property; or (iii) the creation of any obligation for the Company and its Subsidiaries
with respect to Company Intellectual Property owned by the Company and its
Subsidiaries, taken together, or the grant to any third party of any rights under
Company Intellectual Property owned by the Company and its Subsidiaries, taken
together.
(k) No Governmental Authority, university, college or other educational institution or

research center has any right, title or interest in or to any Intellectual Property
owned or purported to be owned by the Company or any of its Subsidiaries.
(1 All Company Intellectual Property shall be owned or available for use by the
Company and its Subsidiaries immediately after the Closing on terms and
conditions identical to those under which the Company and its Subsidiaries owned
or used such Company Intellectual Property immediately prior to the Closing.
(m) With respect to data collection, use, privacy, protection, and security, the Company
and its Subsidiaries have complied with all applicable Laws, all industry standards
(including the Payment Card Industry Data Security Standard, as applicable) or
requirements applicable to the conduct of the business of the Company and its
Subsidiaries, and all of the Company's and its Subsidiaries’ internal or customer-
facing policies, respectively. In the last three years, the business of the Company
and its Subsidiaries has not experienced any incident in which confidential or
sensitive information, payment card data, personally identifiable information, or
other protected information relating to individuals was or may have been stolen or
improperly accessed, including any breach of security and neither the Company or
any of its Subsidiaries has received any written notices or complaints from any
Person with respect thereto.
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(n) The Company and each of its Subsidiaries use commercially reasonable efforts to
protect the confidentiality, integrity and security of the Company Systems from any
unauthorized use, access, interruption, or modification. The Company Systems are
sufficient for the immediate and currently anticipated future needs of the Company
and its Subsidiaries. In the last three years, there have been no unauthorized
intrusions, failures, breakdowns, continued substandard performance, or other
adverse events affecting the Company Systems that have caused any substantial
disruption of or substantial interruption in or to the use of the Company Systems,
The Company and its Subsidiaries maintain commercially reasonable disaster
recovery and business continuity plans, act in compliance therewith, and have taken
commercially reasonable steps to test such plans and procedures periodically.
(0) Section 5.11(0) of the Schedules includes a list of all jurisdictions that are
beneficiaries (each, an “Escrow Beneficiary”) of any source code escrow account
maintained by the Company. Neither the Company nor its escrow agent has any
obligation to release from escrow or otherwise make source code available to any
Escrow Beneficiary except upon the Company's bankruptcy, insolvency, failure to
provide support for the Company software that is licensed to such Escrow
Beneficiary, as required by any Laws or Governmental Authorities, or pursuant to
a customer’s voting system certification requirements.
5.12 No Owned Real Property
None of the Company and the Subsidiaries is the legal or beneficial owner of any real property in
fee simple.
5.13 Leased Real Property
(a) Schedule 5.13 sets forth a list of the material Leased Real Property by reference to
municipal address and description of corresponding Real Property Leases.
(b) Except as listed on Schedule 5.13, with respect to each Real Property Lease: (i) All
interests held by the Company or any of the Subsidiaries as lessee or occupant under
the Real Property Leases are free and clear of all Encumbrances other than
Permitted Encumbrances and except for Encumbrances that in the aggregate would
not have a Material Adverse Effect, (ii) such lease is legal, valid, binding,
enforceable agreement of the Company or Subsidiary, as applicable, and in full
force and effect; and (iii) the Company or Subsidiary has not subleased, licensed or
otherwise granted any Person the right to use or occupy such Leased Real Property
or any portion thereof.
(c) All payments required to be made by the Company or any of the Subsidiaries
pursuant to the Real Property Leases have been paid and neither of the Company
nor any of the Subsidiaries is in default in meeting any of its material obligations
under any of the Real Property Leases, other than a default which does not have a
Material Adverse Effect.
(d) The Leased Real Property identified in Schedule 5.13 comprises all of the real
property used or intended to be used in, or otherwise related to, the business.
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5.14 Environmental Matters
(a) All operations of the Company and the Subsidiaries including those conducted on
the Leased Real Property are and have been in compliance in all material respects
with all Environmental Laws.
(b) There are no actions, proceedings, notices, Orders, demands or directions relating
to Environmental Laws pending, or to the knowledge of the Company, threatened
against the Company or any Subsidiary, including any requiring or notifying any
of the Company or the Subsidiaries that it is or may be responsible for the
decommissioning, investigation, containment, clean-up, remediation or other
corrective action or any work, repairs, construction or capital expenditures to be
made under Environmental Law.
(c) Neither the Company nor any of its Subsidiaries has Released, handled, disposed
of, or exposed any person to any Hazardous Substances, in each case as would give
rise to material liabilities or obligations under Environmental Laws.
5.15 Employment Matters
(a) Schedule 5.15(a) sets forth a list of the Employees and each other person receiving
remuneration for work or services being provided to the Company or its
Subsidiaries at the date of this Agreement including contractors, consultants, agents
and agency employees, together with their titles, salaries or hourly rate of pay, hire
dates, benefits, vacation entitlement and commissions, bonus and other incentive
compensation entitlements (including equity-based compensation) and whether any
Employee is on leave of absence together with the reason for such Employee's
leave and such Employee’s expected date of return to work.
(b) Except for those Employment Contracts listed in Schedule 5.15(b), (i) there are no
Employment Contracts, consulting contracts, agency contracts or similar
agreements or arrangements, and (ii) there are no agreements for the employment
of any Employee, that are not terminable on the giving of reasonable notice in
accordance with Laws.
(c) The Company and its Subsidiaries have paid in full all amounts owing under the
Workplace Safety and Insurance Act, 1997 (Ontario) and comparable legislation of
other applicable jurisdictions and to the knowledge of the Company, there are no
circumstances which would permit or require a reassessment, penalty, surcharge or
other additional payment under such legislation. There are no outstanding charges
or orders requiring the Company or its Subsidiaries to comply with the
Occupational Health and Safety Act (Ontario) or comparable legislation of any
other applicable jurisdiction.
(d) The Company and its Subsidiaries are not, and for the past three years have not
been, in any material respect, in breach or violation of, or default under any
applicable Law relating to labor and employment, including provisions thereof
relating to wages, hours, overtime, classification (e.g., status as employee and non-
employee, and status as exempt or non-exempt), meal and rest breaks, vacation,
LEGAL 1 aw2m70d 10
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human rights, accessibility, equal employment opportunity, employee leave

requirements, labor relations, pay equity, immigration, plant closures and layoffs,
occupational health and safety, workers compensation, and collective bargaining.
Except as would not result in material Losses, (i) during the last three years, the
Company and each of its Subsidiaries has fully and timely paid all wages, salaries,
wage premiums, commissions, bonuses, fees, and other compensation that has
come due and payable to current and former employees and individual service
providers pursuant to applicable Law, Contract or Company policy, and (ii) all
individuals who are providing, or within the past three years have provided,
services to the Company or any of its Subsidiaries and are or were classified and
treated by the Company or any of its Subsidiaries as independent contractors or
other non-employee service providers are and were during the past three years
properly classified and treated as such for all applicable purposes. The Company
and its Subsidiaries have not implemented any “plant closing” or “mass layoff” of
employees that would trigger the Worker Adjustment and Retraining Notification
Act of 1988 or any other similar Law (the “WARN Act”). Schedule 5.15(d) sets
forth the name, termination date, and work location of each employee terminated
by the Company or its Subsidiaries in the ninety (90) days immediately preceding
the Closing Date.
5.16 Collective Agreements
Neither the Company nor any of its Subsidiaries is bound by or party to any Collective
Agreements. To the knowledge of the Company, there is, and for the past three years there has
been no, attempt to organize, certify or establish any labour union, employee association or similar
entity in relation to any Employees. There are no, and for the past three years there have been no,
strikes, slowdowns, work stoppages, hand billing, picketing, lockouts or material labour disputes,
involving any employees and, to the knowledge of the Company, no such dispute has been
threatened.
5.17 Pension and Other Benefit Plans
(a) Schedule 5.17 sets forth a list of each material Benefit Plan and each Multi-
Employer Plans. The Company has Made Available to Purchaser, as applicable, (i)
current and complete copies of all Benefit Plans, (ii) summaries of the material
terms where such Benefit Plans are oral commitments, (iii) the latest summary plan
description (including any summaries of material modification), (iv) the applicable
insurance policy and the certificate of insurance pursuant to which such Benefit
Plan is maintained or benefits thereunder are offered, (v) any trust agreement and
the latest financial statements, (vi) any handbooks describing the terms and
conditions of any such Benefit Plan, and (vii) any material written communications
to or from any Governmental Authority, or any material notices to or from any
Governmental Authority within the past three years, addressing any matter
involving actual or potential material liability relating to a Benefit Plan.
(b) Except as disclosed in Schedule 5.17, none of the Benefit Plans is a Multi-Employer
Plan. None of the Benefit Plans is a Pension Plan. None of the Benefit Plans
provide post-retirement benefits to present or former employees or any of their
beneficiaries or dependants.
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(c) Each Benefit Plan has been established, administered and funded in all material
respects in compliance with its terms and Laws and to the knowledge of the
Company. no event has occurred and no condition exists, that has subjected, or
would reasonably be expected to subject, the Company or any of its Subsidiaries to
any material tax, fine, lien, penalty or other liability imposed by ERISA, the Code
or any other applicable Law. All contributions or premiums required to be made or
paid by the Company and its Subsidiaries to the Benefit Plans have been made or
paid in a timely fashion. All employee contributions to Benefit Plans required to be
made by way of authorized payroll deduction have been properly withheld and fully
paid into the Benefit Plans and the Company and its Subsidiaries have obtained
appropriate consents from Employees for such deductions. There is no unfunded
liability under any Benefit Plan.
(d) Neither the Company nor any ERISA Affiliate maintains, sponsors, contributes to,
has any obligation to contribute to, or has any liability or potential liability under
or with respect to (i) any “defined benefit plan” as defined in Section 3(35) of
ERISA or any other plan subject to the funding requirements of Section 412 of the
Code or Section 302 of Title IV of ERISA, (ii) any “multiemployer plan” as defined
in Section 3(37) or 4001(a)(3) of ERISA; (iii) “multiple employer welfare
arrangement” (as such term is defined in Section 3(40) of ERISA); or (iv) any
“multiple employer plan”: within the meaning of 210 of ERISA or Section 413(c)
of the Code.
(e) Except as disclosed in Schedule 5.17, the Company and the Subsidiaries have no
formal plan, and have made no promise, to improve or change the benefits provided
under any Benefit Plan. No contractors, consultants, agents or agency employees
are eligible for or entitled to benefits under any Benefit Plan.
(H) No Benefit Plan, Multi-Employer Plan or any related trust or other funding medium
thereunder is subject to any current, pending or threatened investigation,
examination or other proceeding, action or Claim (other than routine claims for
payment of benefits), and, to the knowledge of the Company, there exists no state
of facts which after notice or lapse of time or both could reasonably be expected to
give rise to any such investigation, examination or other legal proceeding.
(8) Except as set forth on Schedule 5.17 or in respect of the Option Plan, the
transactions contemplated by this Agreement could not, either alone or in
combination with any other event (such as a termination of employment), (a)
accelerate the time of payment or vesting or increase the amount of compensation
or benefits due under any Benefit Plan, (b) result in the limitation of or restriction
of the right of the Company or the Company to merge, amend or terminate any
Benefit Plans, (c) result in the forgiveness of any loan or indebtedness to any
Employee or former executive, officer, director or employee, or (d) result in any
payment which would not be deductible under Section 280G of the Code.
(h) No Employee or other service provider is entitled to receive any additional

payment, gross up or indemnification from the Company or any of its Subsidiaries
in the event that tax required by Section 409A or Section 4999(a) of the Code is
imposed on such current or former Employee or other service provider.
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(i) Each Option was originally granted with an exercise price that was equal to or
greater than the fair market value of a Common Share on the date of grant.
5.18 Material Contracts
Schedule 5.18 sets forth a list of all of the following Contracts, including all amendments and
supplements thereto to which the Company or any of its Subsidiaries is a party:
(a) any Contract relating to Indebtedness (or guarantees of Indebtedness),
(b) any joint venture, partnership, limited liability company, profit sharing or other
similar Contract;
(c) any agreements (other than the US Subsidiary SPA) for (i) the sale, assignment,
transfer or other disposition of shares or other securities or material assets of the
Company or its Subsidiaries (or entity that would be considered a Subsidiary other
than for such disposition prior to the date hereof) since January 1, 2015 or (ii) the
acquisition of any other Person (whether by asset or stock purchase, merger or
otherwise), in each case, under which the Company or its Subsidiaries has any
continuing liability or obligation;
(d) any Contract between the Company or its Subsidiaries, on the one hand, and each
of the Material Customers, on the other hand;
(e) any Contract between the Company or its Subsidiaries, on the one hand, and each
of the Material Suppliers, on the other hand;
( any Contract that (i) limits or purports to limit the freedom of the Company or its
Subsidiaries to compete in any line of business or with any Person or in any
geographic area or that would so limit the freedom of the Company or its
Subsidiaries after the Closing, (ii) contains material exclusivity obligations or
restrictions binding on the Company or its Subsidiaries, (iii) grants any Person any
“most favored nation” pricing or exclusive rights or (iv) limits or purports to limit
the ability of the Company or its Subsidiaries to solicit any customers or suppliers
or solicit or employ any Persons in any geographic area or during any period of
time;
(2) any Contracts between or among the Company or its Subsidiaries, on the one hand,
and any Vendor or its Affiliates (other than the Company or its Subsidiaries), on
the other hand or otherwise with respect to any Insiders;
(h) all lease Contracts (including any sale leaseback arrangement) with future payment
obligations greater than $100,000, including all Leases;
(i) any collective bargaining Contract or other Contract with any labor union, works
council or other labor organization,
@ any settlement, conciliation, or similar Contract (i) with any Governmental

Authority or (ii) that imposes any monetary or other material obligation upon any
of the Company or its Subsidiaries after the date of this Agreement; or
LEGAL 1 aw2m70d 10
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(k) any Contract under which (i) the Company or any of its Subsidiaries has licensed,
sublicensed or otherwise granted rights in or with respect to (including any
covenant not to sue) any Intellectual Property to any Person (except for any non-
exclusive license, express or implied, granted to customers in connection with the
sale of a product or service to customers in the ordinary course of business), or
(i1) any Person has sold, licensed or sublicensed to the Company or any of its
Subsidiaries, or otherwise authorized the Company or any of its Subsidiaries to use
or granted any other rights with respect to, any material Intellectual Property
(except for internally used shrink-wrap software).
Each Material Contract is a valid and binding agreement of the Company or its Subsidiary that 1s
a party to such Material Contract and, to the Knowledge of the Company, the other parties thereto
(subject to the effects of applicable Law) and is in full force and effect. There are no material
outstanding defaults or violations under the Material Contracts on the part of the Company or any
of the Subsidiaries and, to the knowledge of the Company, no other party thereto is in default or
breach in any material respect under (or is alleged to bein default or breach in any material respect
under) the terms of any Material Contract, and, to the knowledge of the Company. no event or
circumstance has occurred that, with notice or lapse of time or both, would constitute an event of
default under any Material Contract or result in a termination thereof. True and complete copies
of the Material Contracts have been Made Available to Purchaser,
5.19 Government Contracts
The Company and its Subsidiaries have not (a) breached or violated any certification,
representation. clause, provision or requirement pertaining to any Government Contract; (hb) been
suspended or debarred from bidding on Government Contracts by a Governmental Authority; (c)
been audited or investigated by any Governmental Authority with respect to any Government
Contract, (d) conducted or initiated any internal investigation or made any disclosure with respect
to any alleged or potential irregularity, misstatement or omission arising under or relating to a
Government Contract; (e) had any Government Contract terminated by any Governmental
Authority or any other Person for default or failure to perform; (f) received any small business set-
aside contract, any other set aside contract or other order or contract requiring small business or
other preferred bidder status; or (g) entered any Government Contracts payable on a cost-
reimbursement basis. The Company and its Subsidiaries have established and maintain adequate
internal controls for compliance with their Government Contracts. All pricing discounts have been
properly reported to and credited to the customer and all invoices and claims for payment,
reimbursement or adjustment submitted by the Company and its Subsidiaries were current,
accurate and correct complete in all material respects as of their respective submission dates.
5.20 Legal Proceedings
Except as disclosed in Schedule 5.20, there are no, and for the past three years there have been no,
material Claims, investigations or other proceedings, including appeals and applications for
review, in progress, or pending or. to the knowledge of the Company, threatened against or relating
to the Company or any of the Subsidiaries by or before any Governmental Authority. Except as
set forth on Schedule 5.20, none of the Company or any of its Subsidiaries is subject to any
outstanding order, writ, injunction or decree.
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5.21 Tax Matters
Except as specifically disclosed in Schedule 5.21:
(a) Each of the Company and the Subsidiaries has duly and timely made or prepared
all Tax Returns required to be made or prepared by it, has duly and timely filed all
Tax Returns required to be filed by it with the appropriate Governmental Authority
and has duly, completely and correctly reported all income and all other amounts
and information required to be reported thereon.
(b) Each of the Company and the Subsidiaries has duly and timely paid all Taxes due
and owing (whether or not shown or required to be shown on any Tax Return).
There are no Encumbrances for Taxes (other than Taxes not yet due and payable)
upon any of the assets of the Company or any Subsidiary,
(c) None of the Company and the Subsidiaries has requested or entered into any
agreement or other arrangement, or executed any waiver, providing for any
extension of time within which (i) to file any Tax Return; (ii) to file any elections,
designations or similar filings relating to Taxes; (iii) the Company or any of the
Subsidiaries is required to pay or remit any Taxes or amounts on account of Taxes;
or (iv) any Governmental Authority may assess or collect Taxes for which the
Company or any of the Subsidiaries is or may be liable.
(d) None of the Company and the Subsidiaries has within the last three years made,
prepared or filed any elections, designations or similar filings relating to Taxes or
entered into any agreement or other arrangement in respect of Taxes or Tax Returns
that is not disclosed in the Company’s or the relevant Subsidiary’s Tax Returns,
(e) There are no proceedings, investigations, audits or Claims now pending, or to the
knowledge of the Company, threatened or currently being conducted against the
Company or any of the Subsidiaries in respect of any Taxes and there are no matters
under discussion, audit or appeal by the Company or any of the Subsidiaries with
any Governmental Authority relating to Taxes. Neither the Company nor any of its
Subsidiaries has received any claim in writing by a Governmental Authority in a
jurisdiction where neither Company nor any Subsidiary has filed Tax Returns that
the Company or such Subsidiary is or may be subject to taxation by that jurisdiction.
(H) Each of the Company and the Subsidiaries has duly and timely withheld all Taxes
and other amounts required by Law to be withheld by it (including Taxes and other
amounts required to be withheld by it in respect of any amount paid or credited or
deemed to be paid or credited by it to or for the account or benefit of any Person,
including any Employees, officers or directors and any non-resident Person), and
has duly and timely remitted to the appropriate Governmental Authority such Taxes
and other amounts required by Law to be remitted by it.
(8) Each of the Company and the Subsidiaries has duly and timely collected all
amounts on account of any sales or transfer Taxes, including goods and services,
harmonized sales, value added, and provincial or territorial sales Taxes, required
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by Law to be collected by it and has duly and timely remitted to the appropriate
Governmental Authority any such amounts required by Law to be remitted by it.
(h) Neither the Company nor any Subsidiary is a party to or bound by any Tax
allocation, sharing, or similar agreement and neither the Company nor any
Subsidiary (i) has been a member of an affiliated group (within the meaning of
Code Section 1504) filing a combined, consolidated, or unitary Tax Return (other
than a group the common parent of which was the Company or any Subsidiary) or
(ii) has any successor or transferee liability or other secondary liability for the
Taxes of any Person (other than the Company or any Subsidiary) as a result of
transactions or events occurring, or contracts or agreements entered into, on or prior
to the Closing, or as a result of any member of the Company Group being part of
or owned by, or ceasing to be part of owned by, an affiliated, combined,
consolidated, unitary, or similar group on or prior the Closing.
(1) Neither the Company nor any Subsidiary will be required to include any item of
income in, or exclude any item of deduction from, taxable income for any taxable
period (or portion thereof) ending after the Closing Date as a result of any:
(i) change in or use of an improper method of accounting for a taxable period
ending on or prior to the Closing Date; (ii) closing agreement or other settlement
agreement with any Governmental Authority that is executed on or prior to the
Closing Date; (iii) installment sale or open transaction disposition made on or prior
to the Closing Date; (iv) prepaid amounts received or deferred revenue accrued on
or prior to the Closing Date; or (v) election by the Company or any Subsidiary
under Code Section 108(1).
(i) Neither the Company nor any Subsidiary is or has been a party to any “reportable
transaction” as defined in Code Section 6707A(¢)(1) and Treasury Regulation
Section 1.601 1-4(b).
(k) Neither the Company nor any Subsidiary has in the past three years distributed
stock of another Person, or has had its stock distributed by another Person, in a
transaction that was purported or intended to be governed in whole or in part by
Code Section 355 or Code Section 361.
0) Neither the Company nor any Subsidiary is subject to Tax in any jurisdiction other
than its place of incorporation or formation by virtue of having a permanent
establishment or other place of business.
(m) All transactions between the Company or any Subsidiary and any other Subsidiary,
or between the Company or any Subsidiary and any current or past Affiliate of any
Vendor have been and are on fully arm’s-length terms. For all transactions, if any,
between the Company or a Subsidiary and any Person that is a non-resident of
Canada for purposes of the Tax Act with whom the Company or such Subsidiary,
as applicable, was not dealing at arm’s-length and to which subsection 247(3) of
the Tax Act could apply, the Company or the Subsidiary, as applicable, has made
or obtained records or documents that meet the requirements of paragraphs
247(4)a) to (c) of the Tax Act.
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(n) DVSC is duly registered under Part IX of the fxcise Tax Act (Canada) (“ETA”)
with respect to the goods and services tax and harmonized sales tax (“GST/HST”)
with GST/HST number 86282 6757 RT0001, and for any other applicable
provincial or other sales Tax purposes. All input tax credits and rebates claimed by
for GST/HST purposes were calculated and claimed in accordance with applicable
Law. Neither the Company nor the Subsidiaries are registered, or required to be
registered, under An Act respecting the Québec Sales Tax (Quebec) for purposes of
the Québec sales tax,
(0) There are no circumstances existing prior to the date hereof which could result in
the application to the Company or any Subsidiary of any of sections 80 to 80.04 of
the Tax Act or any analogous provision of any applicable Law.
(p) Neither the Company nor any Subsidiary has any unpaid amounts that may be
required to be included in its income for Canadian federal income Tax purposes
after the Closing Date under section 78 of the Tax Act or any analogous provision
of any applicable Law
(q) No circumstances exist and no transaction or event or series of transactions or

events has occurred which has resulted or could result in a liability for Tax to the
Company or any Subsidiary, either before, on or after the Closing Date, under
section 17 of the Tax Act or any analogous provision of any applicable Law.
(r) More than 50% of the fair market value of the Purchased Shares is not derived, and
at no time during the 60-month period preceding the Closing Date was more than
50% of the fair market value of the Purchased Shares derived, directly or indirectly
from one or any combination of: (i) real or immovable property situated in Canada,
(ii) Canadian resource properties (within the meaning of the Tax Act); (iii) timber
resource properties (within the meaning of the Tax Act); or (iv) options in respect
of, or interests in, or for civil law rights in, property described in (i), (ii) or (iii)
above, whether or not the property exists. The Purchased Shares have not been
deemed to be “taxable Canadian property” (within the meaning of the Tax Act)
under a provision of the Tax Act,
5.22 Corporate Records
True, accurate and complete copies of the articles and by-laws (or the equivalent) of the Company
and each of the Subsidiaries, including any and all amendments, modifications or supplements
thereto have been Made Available to the Purchaser and such articles and by-laws (or the
equivalent) as so amended, modified or supplemented are in full force and effect, and no other
organizational documents are applicable to or binding upon the Company or its Subsidiaries.
5.23 No Broker
Except for Stifel, Nicolaus & Company, Incorporated and Morgan Stanley & Co. LLC, financial
and investment banking advisors to the Company and the Vendors, whose fees, commissions and
expenses are the sole responsibility of the Vendors, no broker, investment banker, financial advisor
or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or
commission in connection with the transactions contemplated under this Agreement.
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5.24 Customers and Suppliers
Schedule 5.24(a) sets forth the customers that purchased more than $500,000 of products or services
in the aggregate (on a consolidated basis) during the twelve (12) month period ended December 31,
2017 (the “Material Customers”) and the aggregate amount of revenue attributable thereto for
such period. Schedule 5.24(b) sets forth the suppliers that supplied more than $500,000 of products
and services to the Company or any Subsidiary in the aggregate (on a consolidated basis) during
the twelve (12) month period ended December 31, 2017 (the “Material Suppliers”) and the
aggregate amount of gross purchases made from such Material Suppliers for such period. No
Material Customer or Material Supplier has canceled, terminated or adversely modified, or notified
the Company or any Subsidiary of any intention to cancel or otherwise terminate or adversely
modify, its relationship with respect to the Company or any Subsidiary and there are no material
disputes with any such Material Customer or Material Supplier.
5.25 Insurance
Schedule 5.25 contains a list of all material policies of fire, liability, workers’ compensation,
property, casualty and other forms of insurance owned or held by the Company or any Subsidiary
as of the date of this Agreement, including (a) the name of the insurer, (b) the policy number, (c)
a description of the policy, (d) the coverage dates and (e) the amount of coverage under such
policy. The Company has Made Available to Purchaser true and correct copies of all such policies.
All such policies are, as of the date of this Agreement, in full force and effect, all premiums with
respect thereto covering all periods up to and including the Closing Date will have been paid, and
as of the date hereof no written or, to the Company's knowledge, oral notice of cancellation or
termination has heen received by the Company or any Subsidiary with respect to any such policy.
Except as set forth on Schedule 5.25, none of the Company or any Subsidiary has made any claim
under any such policy during the three years prior to the date of this Agreement with respect to
which the insurer has denied or disputed or otherwise reserved its rights with respect to coverage,
5.26 Locked-Box
(a) Since 11:59 p.m. (Toronto time) on the date of the Balance Sheet, other than for
Permitted Leakage, there has been no:
(i) dividend or distribution of reserves, capital, assets or income, declared, paid

or made, whether in cash or in kind, or any payment in lieu of any such
dividend or distribution, by the Company or any of its Subsidiaries to or for
the benefit of (whether directly or indirectly) any Vendor or any of their
respective Affiliates (other than the Company or any of its Subsidiaries) or
any present or former officer. director or manager, shareholder, partner,
member or employee thereof or any other Insider (collectively, “Restricted
Parties”), other than any ordinary course compensation payments made to
any employees of the Company or any of its Subsidiaries;
(ii) repurchase, redemption, repayment or return of capital (including by

reduction of capital or redemption of equity interests or other property or
assets) by the Company or any of its Subsidiaries to or for the benefit of
(whether directly or indirectly) any Restricted Party;
LEGAL 1 aw2m70d 10
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(iii) payment payable or made (including, for the avoidance of doubt,

management, monitoring, service or directors’ fees), whether in cash or in
kind, or other remittance of cash or other funds by the Company or any of
its Subsidiaries to or for the benefit of (whether directly or indirectly) any
Restricted Party;
(iv) transfer or other conveyance of any non-cash property or asset (whether real
or perscnal and whether tangible or intangible and including) to or for the
benefit of (whether directly or indirectly) any Restricted Party;
(v) assumption or other incurrence, discharge or payment of any liabilities,

losses, charges. commitments, guarantees, Taxes, obligations, payments,
costs and expenses, indemnities or similar obligations (whether actual or
contingent and including, for the avoidance of doubt, the granting of
security or comparable interests or rights) by the Company or any of its
Subsidiaries for the benefit of (whether directly or indirectly) any Restricted
Party;
(vi) waiver, deferral, release or forgiveness (whether or not conditional) of any

amount owed or due to the Company or any of its Subsidiaries for the
benefit of (whether directly or indirectly) any Restricted Party; or
(vii) charitable or political pledge made by the Company or its Subsidiaries.
(b) Without limiting any of the foregoing, other than Permitted Leakage, none of the
Company or any of its Subsidiaries has paid or otherwise remitted, transferred or
conveyed any cash or other funds in payment or satisfaction of any liabilities or
obligations which would have constituted Indebtedness if outstanding as of the
Closing.
(c) Neither the Company nor any of its Subsidiaries has entered into any agreement or
arrangement to give effect to any of the matters referred to in (a) through (b) of this
Section 5.26.
Except as expressly set forth in this Article 5, the Company makes no representation or warranty,
and there is no condition, in each case, express or implied, at law, by statute or in equity, in respect
of the Company or any of the Subsidiaries or any of their respective assets, liabilities or operations,
including with respect to merchantability or fitness for any particular purpose, and any such other
representations, warranties or conditions are expressly disclaimed. Additionally, Section 5.21
contains the sole and exclusive representations and warranties of the Company with respect to
Taxes and any claim for breach of representation or warranty with respect to Taxes shall be based
on the representations and warranties made in Section 5.21 and shall not be based on the
representations and warranties set forth in any other provision of this Agreement. No
representation or warranty contained in Section 5.21 shall be deemed to apply directly or indirectly
with respect to any taxable period (or portion thereof) beginning after the Closing Date.
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ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF THE HOLDCO YENDORS
Each Holdco Vendor, severally and not jointly and severally, represents and warrants to the
Purchaser the matters set out below with respect to the Holdco it owns or controls as set forth on
Schedule 1.1 as of the date hereof and as of the Closing,
6.1 Status of Holdco
Such Holdco Vendor's Holdco is a corporation validly existing and in good standing under the
laws of the jurisdiction of its organization and has all necessary corporate power, authority and
capacity to own its assets and to carry on its business as presently conducted.
6.2 No Subsidiaries, Other Assets, Employees or Liabilities
Except as set out in Schedule 6.2, such Holdco Vendor's Holdco:
(a) since its date of incorporation, has operated solely and strictly as a non-operating,
holding company;
(b) does not own, has never owned, and does not have and has never had any interest
in any shares or any ownership interest in any other Person, other than the Company
Shares owned by it;
(c) does not own, has never owned and does not have and never had any interest in any
assets other than the Company Shares owned by it;
(d) does not have and has never had any employees;
(e) is not a party to any contracts;
(f) does not have any indebtedness or any outstanding liabilities or obligations,
whether accrued, absolute, contingent or otherwise.
6.3 Capitalization
The authorized and issued share capital of such Holdco Vendor's Holdco is as set forth in Schedule
1.1. All of the issued and outstanding shares in such Holdco Vendor's Holdco have been duly and
validly issued and are outstanding as fully paid and non-assessable shares, which shares were
offered, issued, sold and delivered in compliance with all applicable Laws and were not offered,
issued, sold or delivered in violation of and are not subject to, any preemptive, anti-dilution,
subscription or other similar rights. No options, warrants or other rights to purchase shares or
other securities of such Holdco Vendor's Holdco, and no securities or obligations convertible into
or exchangeable for shares or other securities of such Holdco Vendor's Holdco, have been
authorized or agreed to be issued or are outstanding. There are no voting trusts, proxies or other
agreements to which such Holdeo Vendor's Holdco is a party with respect to the voting of its
equity securities.
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6.4 Due Authorization
The consummation of the transactions contemplated by this Agreement have been duly authorized
by all necessary corporate action on the part of such Holdco Vendor's Holdco, and no further
corporate action on its part is or will be required to authorize the transactions contemplated hereby
and no other notices, filings. authorizations, consents or approvals on the part of such Holdco
Vendor's Holdco is necessary to authorize this Agreement, each other agreement to be executed
by such Holdco Vendor’s Holdco in connection with the Closing or to consummate the
transactions contemplated hereby and thereby.
This Agreement constitutes, and each other agreement to be executed by each such Holdco
Vendor's Holdco in connection with the Closing will constitute, a valid and binding obligation of
such Holdco Vendor's Holdco enforceable against such Holdco Vendor's Holdco in accordance
with its terms subject to any limitations imposed by Law.
There are no Claims, investigations or other proceedings, including appeals and applications for
review, in progress, or pending or threatened against or relating to such Holdco Vendor's Holdco
before any Governmental Authority.
6.7 Corporate Records
The articles and by-laws of such Holdco Vendor's Holdco, including any and all amendments,
have been Made Available to the Purchaser and such articles and by-laws as so amended are in
full force and effect. Such Holdco Vendor's Holdco is not in default under or in violation of any
of the provisions of its articles or by-laws currently in effect.
6.8 Tax Matters
(a) Such Holdco Vendor's Holdco has duly and timely made or prepared all Tax
Returns required to be made or prepared by it, has duly and timely filed all Tax
Returns required to be filed by it with the appropriate Governmental Authority and
has duly, completely and correctly reported all income and all other amounts and
information required to be reported thereon.
(b) Such Holdco Vendor's Holdco has duly and timely paid all Taxes due and owing
(whether or not shown or required to be shown on any Tax Return), including all
instalments on account of Taxes for the current year that are due and payable by it.
There are no Encumbrances for Taxes (other than Taxes not yet due and payable)
upon any of the assets of such Holdco Vendor's Holdco.
(c) Such Heldco Vendor's Holdco has not requested or entered into any agreement or
other arrangement, or executed any waiver, providing for any extension of time
within which (i) to file any Tax Return; (ii) to file any elections, designations or
similar filings relating to Taxes; (iii) such Holdco Vendor's Holdco is required to
pay or remit any Taxes or amounts on account of Taxes; or (iv) any Governmental
LEGAL 1 aw2m70d 10
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Authority may assess or collect Taxes for which such Holdco Vendor's Holdco is
or may be liable.
(d) Such Holdco Vendor's Holdco has not within the last three years made, prepared
or filed any elections, designations or similar filings relating to Taxes or entered
into any agreement or other arrangement in respect of Taxes or Tax Returns that is
not disclosed in Holdco Vendor’s Holdco’s Tax Returns.
(e) There are no proceedings, investigations, audits or Claims now pending, or to the
knowledge of such Holdco Vendor's Holdco, threatened or currently being
conducted against such Holdco Vendor's Holdco in respect of any Taxes and there
are no matters under discussion, audit or appeal by such Holdco Vendor’s Holdco
with any Governmental Authority relating to Taxes.
(f) Such Holdco Vendor's Holdeo has duly and timely withheld all Taxes and other
amounts required by Law to be withheld by it (including Taxes and other amounts
required to be withheld by it in respect of any amount paid or credited or deemed
to be paid or credited by it to or for the account or benefit of any Person, including
any officers or directors and any non-resident Person), and has duly and timely
remitted to the appropriate Governmental Authority such Taxes and other amounts
required by Law to be remitted by it.
(2) Such Holdco Vendor's Holdco is not subject to Tax in any jurisdiction other than
its place of incorporation or formation by virtue of (i) having a permanent
establishment or other place of business or (ii) having a source of income in that
jurisdiction.
6.9 Financial Statements
Attached hereto as Schedule 6.9 are true, correct and complete copies of the financial statements
of Holdco Vendor's Holdco as of December 31, 2016 and December 31, 2017, including the
balance sheets and statements of income for the fiscal years then ended. The foregoing financial
statements fairly present the financial condition of Holdco Vendor's Holdco as of the respective
dates thereof and the operating results of Holdco Vendor's Holdco for the periods covered thereby
and, except as set forth on Schedule 6.9 and the immediately following sentence, have been
prepared in accordance with GAAP consistently applied throughout the periods covered thereby.
The absence of footnote disclosures and changes resulting from normal year end adjustments for
recurring accruals in the foregoing financial statements would not, alone or in the aggregate, be
materially adverse to the business, operations, assets, liabilities, financial condition, operating
results, value, cash flow or net worth of Holdco Vendor's Holdco.
6.10 No Broker
No broker, investment banker, financial advisor or other person of such Holdco Vendor is entitled
to any broker's, finder’s, financial advisor’s or other similar fee or commission in connection with
the transactions contemplated under this Agreement.
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Except as expressly set forth in this Article 6, each Holdco Vendor makes no representation or
warranty, and there is no condition, in each case, express or implied. at law, by statute or in equity,
in respect of its Holdco or any of its assets, liabilities or operations, including with respect to
merchantability or fitness for any particular purpose, and any such other representations,
warranties or conditions are expressly disclaimed.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Vendors the matters set out below as of the date
hereof and as of the Closing Date:
7.1 Status of the Purchaser
The Purchaser is a corporation existing under the laws of the Province of Ontario.
7:2 Due Authorization
The Purchaser has all necessary power, authority and capacity to enter into this Agreement and to
carry out its obligations under this Agreement. The execution and delivery of this Agreement and
the consummation of the transactions contemplated by this Agreement have been duly authorized
by all necessary corporate action of the Purchaser.
This Agreement constitutes a valid and binding obligation of the Purchaser enforceable against it
in accordance with its terms subject to any limitations imposed by Law
7.4 Absence of Conflicts
The Purchaser is not a party to, bound or affected by or subject to any material;
(a) indenture, mortgage, lease, agreement, obligation or instrument;
(b) charter or by-law provision; or
(c) Laws or Governmental Authorizations,
that would be violated or breached by, or under which default would occur or an Encumbrance
would be created as a result of the execution and delivery of, or the performance of obligations
under, this Agreement or any other agreement to be entered into under the terms of this Agreement
7.5 Purchaser Regulatory Approvals
Except for those disclosed in Schedule 7.5 and assuming the representations and warranties set
forth in Article 4 and Article 5 are true and correct in all respects, no approval, Order, consent,
license, permit, registration or other similar authorization of or filing with any Governmental
Authority is required on the part of the Purchaser in connection with the execution, delivery and
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performance of this Agreement or the performance of the Purchaser's obligations under this
Agreement, other than those approvals, Orders, consents, licenses, permits, registrations or other
similar authorizations of or filings with any Governmental Authority where any failure to obtain
or perform would not have a Material Adverse Effect.
7.6 Financial Ability
The Purchaser has cash on hand or firm commitments from lenders (copies of which have been
provided to the Vendors™ Representative) in amounts sufficient to allow it to pay the Purchase
Price including any adjustments, and all other costs and expenses in connection with the
consummation of the transactions contemplated by this Agreement.
7.7 Investment Canada
The Purchaser is a “WTO investor” within the meaning of the fnmvesiment Canada Act (Canada)
There are no Claims, investigations or other proceedings, including appeals and applications for
review, in progress or, to the knowledge of the Purchaser, pending or threatened against or relating
to the Purchaser, which, if determined adversely ta the Purchaser, would,
(a) prevent the Purchaser from paying the Purchase Price to the Vendors;
(b) enjoin, restrict or prohibit the transfer of all or any part of the Purchased Shares as
contemplated by this Agreement; or
(c) prevent the Purchaser from fulfilling any of its obligations set out in this Agreement
or arising from this Agreement.
7.9 No Broker
The Purchaser has carried on all negotiations relating to this Agreement and the transactions
contemplated in this Agreement directly and without the intervention on its behalf of any other
party in such manner as to give rise to any valid claim for a brokerage commission, finder’s fee or
other like payment.
7.10 Compliance with Laws
(a) Neither the Purchaser nor Staple Street Capital Group, LLC (collectively, the
“Purchaser Group”) is currently, or has been in the last three years: (i) organized,
resident or located in any country or region that is currently, or has been during the
last three years, the subject or target of a comprehensive embargo under U.S. or
other relevant Laws (including Cuba, Belarus, Iran, North Korea, Sudan, Syria, and
the Crimea region of Ukraine) (each, a “Sanctioned Country™); (ii) a Person listed
on or deemed by virtue of ownership or control to be designated pursuant to any
restricted party list, including the Office of Foreign Assets Control's Specially
Designated Nationals and Blocked Persons List and the Canadian Consolidated
LEGAL 1 aw2m70d 10
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List; or (iii) in violation of any Laws pertaining to economic, financial, or trade

sanctions or embargoes, export or import controls, or antiboycott requirements,
(b) No member of the Purchaser Group has at any time in the last three years made any
unlawful payment or given, offered, promised, or authorized or agreed to give, any
money or thing of value, directly or indirectly, to any Person in violation of any
Anti-Corruption Laws,
(c) No member of the Purchaser Group has received any written notice, inquiry,
whistleblower report, or internal or external allegation, made any voluntary or
involuntary disclosure to a Governmental Authority or conducted any internal
investigation or audit, in each case, concerning any actual or potential violation or
wrongdoing related to trade control Laws or Anti-Corruption Laws.
(d) To the knowledge of the Purchaser, no director or officer of the Purchaser Group
(i) holds an appointed or elected position with, (ii) serves as a spokesperson for,
(iit) actively fundraises for, (iv) actively participates in a campaign for, or (v) has
donated more than $5.000 in any calendar year in the last three years to, a political
party.
7.11 Due Diligence by Purchaser
The Purchaser acknowledges that it has conducted an independent investigation of the financial
condition, assets, liabilities, results of operations and projected operations of the Company and the
Subsidiaries and the nature and condition of their respective properties and assets and, in making
the determination to proceed with the transactions contemplated by this Agreement, has relied
solely on the results of its own independent investigation and the representations, warranties,
conditions and statements in Article 4, Article 5 and Article 6 and any other document delivered
in connection with this Agreement. Such representations and warranties contained in Article 4,
Article 5 and Article 6 and any other document delivered in connection with this Agreement as set
forth in Section 10.1(b) constitute the sole and exclusive representations and warranties of the
Vendors and the Company to the Purchaser in respect of the Company and the Subsidiaries, and
the Purchaser understands, acknowledges, and agrees that all other representations and warranties
of any kind or nature express or implied (including, but not limited to, any relating to the future or
historical financial condition, assets, liabilities, results of operations, prospects and projected
operations of the Company and the Subsidiaries) are specifically disclaimed by the Vendors.
ARTICLE 8
CONDITIONS IN FAVOUR OF THE PURCHASER
The obligation of the Purchaser to complete the purchase of the Purchased Shares and the other
transactions under this Agreement is subject to the satisfaction of, or compliance with, at or before
the Closing, each of the following conditions precedent (each of which is acknowledged to be
inserted for the exclusive benefit of the Purchaser and may be waived by it in whole or in part):
8.1 Truth and Accuracy of Representations
Each of the representations and warranties of the Vendors, the Company and the Holdco Vendors
contained in this Agreement (other than the Fundamental Representations) shall be true and correct
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(in each case, without giving effect to materiality, Material Adverse Effect or similar qualifications
in such representation or warranty) as of the date hereof and as of the Closing with the same force
and effect as if such representation and warranty was made on and as of such date (except to the
extent that any such representation and warranty speaks only as of a specific date, in which case,
it shall be true and correct as of such date), except where the failure of such representation and
warranty to be so true and correct would not, individually or in the aggregate, have or reasonably
be expected to have a Material Adverse Effect. Each of the Fundamental Representations
contained in this Agreement shall be true and correct in all but de minimis respects as of the date
hereof and as of the Closing with the same force and effect as if such representation and warranty
was made on and as of such date (except to the extent that any such representation and warranty
speaks only as of a specific date, in which case, it shall be true and correct in all but de minimis
respects as of such date). The Vendors and the Company shall deliver to the Purchaser at the
Closing a certificate confirming compliance with this Section 8.1 and Section 8.2.
8.2 Compliance with Vendors’ Covenants
Each of the Vendors shall have performed or complied with, in all material respects, all of such
Vendor's respective obligations, covenants and agreements under this Agreement, including,
delivering all of the items required to be delivered by the Company in accordance with Section
10.1(b).
8.3 No Proceedings
There shall be no Order issued preventing, and no pending Claim or judicial or administrative
proceeding, or investigation against any Party by any Governmental Authority, for the purpose of
enjoining or preventing the consummation of the transactions contemplated in this Agreement.
8.4 US Subsidiary Sale
The US Subsidiary Sale shall have occurred.
8.5 No Material Adverse Effect
Since the date of this Agreement, there shall not have been a Material Adverse Effect.
8.6 Pre-Closing Reorganization
The Pre-Closing Reorganization shall have been completed on terms and conditions reasonably
acceptable to the Purchaser,
ARTICLE 9
CONDITIONS IN FAVOUR OF THE VENDORS
The obligation of the Vendors to complete the sale of the Purchased Shares and the other
transactions under this Agreement shall be subject to the satisfaction of or compliance with, at or
before the Closing, each of the following conditions precedent (each of which is acknowledged to
be inserted for the exclusive benefit of the Vendors and may be waived by the Vendors’
Representative in whole or in part):
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9.1 Truth and Accuracy of Representations of the Purchaser at Closing
Each of the representations and warranties of the Purchaser contained in this Agreement shall be
true and correct (in each case, without giving effect to materiality, material adverse effect or similar
qualifications in such representation or warranty) as of the date hereof and as of the Closing with
the same force and effect as if such representation and warranty was made on and as of such date
(except to the extent that any such representation and warranty speaks only as of a specific date,
in which case, it shall be true and correct as of such date), except where the failure of such
representation and warranty to be so true and correct would not reasonably be expected to have a
material and adverse effect on the Purchaser's ability to timely consummate the transactions
contemplated hereby without incremental liability to the Vendors. The Purchaser shall deliver to
the Vendors’ Representative at the Closing a certificate confirming compliance with this Section
9.1 and Section 9.2.
9.2 Performance of Obligations
The Purchaser shall have performed or complied with, in all material respects, all of its obligations,
covenants and agreements under this Agreement, including, delivering all of the items required to
be delivered by it in accordance with Section 10.1(a).
9.3 No Proceedings
There shall be no Order issued preventing, and no pending claim or judicial or administrative
proceeding, or investigation against any Party by any Governmental Authority, for the purpose of
enjoining or preventing the consummation of the transactions contemplated in this Agreement.
ARTICLE 10
COVENANTS
10.1 Closing Deliverables
(a) Closing Deliverables of the Purchaser — At the Closing, the Purchaser shall
deliver or cause to be delivered to the Vendors™ Representative:
(i) a certificate of status or compliance, as applicable, for each of the

Purchasers;
(ii) a certified copy of (A) the articles and by-laws of each of the Purchasers;
and (B) a resolutions of the director(s) for each of the Purchasers approving
the entering into of this Agreement and all related matlers;
(iii) the certificate contemplated in Section 9.1;
(iv) an executed copy of the Escrow Agreement;
(v) an executed copy of the Paying Agent Agreement;
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(vi) evidence of adoption of the Management Long-Term Cash Incentive Plan

and the Senior Management Equity Plan;
(vii) an executed copy of the Limited Liability Company Agreement;
(viii) an executed copy of the Securityholders Agreement;
(ix) the exchange and support agreement executed by the Purchaser, SSC
Dominion Holdings, LL.C and DVSC SPV, Inc: and
(x) each Rollover Agreement executed by the Purchaser and/or US Purchaser,

as applicable.
(b) Closing Deliverables of the Company — At the Closing, the Company shall deliver
or cause to be delivered to the Purchaser:
(i) share certificates evidencing the Purchased Shares (but, to the extent the
Rollover is consummated in accordance with the Rollover Agreement, other
than the Rollover Shares, in which case, for the avoidance of doubt, the
Rollover Shares shall have been contributed by the Rollover Vendors to
Purchaser immediately prior to the Closing as part of the Rollover) duly
endorsed in blank for transfer, or accompanied by irrevocable security
transfer powers of attorney duly executed in blank, in either case by the
holders of record of such Purchased Shares (but, to the extent the Rollover
is consummated in accordance with the Rollover Agreement, other than the
Rollover Shares, in which case, for the avoidance of doubt, the Rollover
Shares shall have been contributed by the Rollover Vendors to Purchaser
immediately prior to the Closing as part ofthe Rollover);
(ii) the Closing Consideration Statement;
(iii) certificates of status (or the equivalent thereof) for the Company and each
of its Subsidiaries;
(iv) a certified copy of (A) the articles and by-laws of the Company; and (B) a
resolution of the director(s) the Company approving the entering into of this
Agreement, the transfer of the Purchased Shares to the Purchaser and all
related matters;
(v) the certificate contemplated in Section 8.1;
(vi) resignations and releases, duly executed by James Hoover in respect of the
Company and DVSC and Ryan A. Highland in respect of Dominion Voting
Systems International Corporation,
(vii) each Payout Letter/Termination Letter,
(viii) an executed copy of the Escrow Agreement;
(ix) an executed copy of the Paying Agent Agreement;
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(x) restrictive covenant agreements executed by John Poulos, lan MacVicar,

Nick lkonomakis, Goran Obradovie, James Hoover and Howard Cramer, in
a form reasonably acceptable to the Purchaser;
(xi) evidence reasonably satisfactory to the Purchaser that the agreements on

Schedule 10.1(h)(x1) have been terminated and that none of the Company
or its Subsidiaries have any liabilities or further obligations thereunder;
(xii) duly executed amendments to the employment agreements of each of (A)

John Poulos and (B) Ian and MacVicar;
(xiii) an executed copy of the Limited Liability Company Agreement by each

Rollover Vendor,
(xiv) an executed copy of the Securityholders Agreement by each Rollover

Vendor;
(xv) the exchange and support agreement executed by each Rollover Vendor;
and
(xvi) each Rollover Agreement executed by each Rollover Vendor.
The Vendors hereby (i) irrevocably waive section 4.13 of the Investor Rights Agreement dated
December 23, 2015 between the Company and certain of its shareholders, and (ii) agree that the
Shareholders Agreements shall terminate effective as of the Closing Date.
10.2 Conduct of Business Prior to Closing
During the period from the date of this Agreement to the Closing, the Company shall and shall
cause each of the Subsidiaries to, do the following, except as otherwise agreed in writing by the
Purchaser or as disclosed in Schedule 10.2:
(a) Conduct Business in the Ordinary Course — except as otherwise expressly

contemplated or permitted by this Agreement, conduct its business in all material
respects in the ordinary course, consistent with past practice;
(b) Continue Insurance — use commercially reasonable efforts to continue in force all
policies of insurance maintained by or for the benefit of the Company or any of the
Subsidiaries;
(c) Other Changes — take any action that if taken prior to the date hereof would have
required disclosure in accordance with Section 5.8 or Section 5.26
10.3 Access for Investigation
(a) The Company shall permit the Purchaser and its representatives, between the date
of this Agreement and the Closing, without interference to the ordinary conduct of
business, to have reasonable access during normal business hours upon reasonable
advance notice, for purposes consistent with this Agreement, to (i) the Leased Real
Property, (ii) the Books and Records and (iii) the properties and assets of the
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Company or any of the Subsidiaries, provided that the Purchaser may not (A)
conduct any environmental investigations in, on, under or near any Leased Real
Property including any sampling or (B) interview any Employees without the prior
written consent of the Company. The Company shall make available to the
Purchaser copies of Books and Records (subject to any confidentiality agreements
or covenants relating to any such Books and Records) as the Purchaser shall from
time to time reasonably request to enable confirmation of the matters warranted in
Article 5. Notwithstanding the foregoing, without the prior written consent of the
Company, the Purchaser shall not contact, and shall instruct its counsel, financial
advisors, auditors and other authorized representatives not to contact, any of the
suppliers, customers, clients or financing sources of the Company or any of the
Subsidiaries with respect to the Company or any of the Subsidiaries or the
transactions contemplated by this Agreement.
(b) Notwithstanding Section 10.3(a), the Company shall not be required to disclose any
information, records, files or other data to the Purchaser where prohibited by any
Laws or that would result in the disclosure of any trade secrets of third parties or
violate any obligation of any of the Company or the Subsidiaries to any third party
or that would have the effect of causing the waiver of any solicitor-client privilege.
10.4 Actions to Satisfy Closing Conditions
Except as otherwise provided in this Agreement, each of the Parties shall use commercially
reasonable efforts to take all such actions as are within its power to control, and shall use
commercially reasonable efforts to cause other actions to be taken which are not within its power
to control, so as to ensure compliance with each of the conditions and covenants set forth in Article
8, Article 9 or Article 10 which are for the benefit of any other Party.
10.5 Preservation of Records
From and after the Closing Date, the Purchaser shall take all reasonable steps to preserve and keep
the Books and Records for a period of six years from the Closing Date, or for any longer period as
may be required by any Laws or Governmental Authority, in each case, to the extent consistent
with any bona fide internal policy as of the date hereof or required by Law, and shall, upon
reasonable notice, during normal business hours and in a manner as to not unreasonably interfere
with the normal operations of the Company and its Subsidiaries, make such Books and Records
available to the Vendors’ Representative on a reasonably timely basis, for any reasonable purpose
with respect to periods or occurrences prior to or on the Closing Date, as may be requested by any
of them. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be
required to disclose any information to the Vendors’ Representative if (a) such disclosure would
contravene any applicable Laws or Contract, (b) such disclosure would jeopardize any attorney-
client or other legal privilege or the attorney work-product doctrine, or (c) such information is
pertinent to any dispute in which the Purchaser, the Company or any of their respective Affiliates,
on the one hand, and any Vendor, the Vendors® Representative or any of their respective Affiliates,
on the other hand, are adverse parties.
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10.6 Stub Period Returns
(a) The Company shall duly and timely make or prepare all Tax Returns for the
Company and the Subsidiaries required to be made or prepared by them and to duly
and timely file all Tax Returns required to be filed by them, in each case for any
taxable period which ends on or before December 31, 2017 (each such Tax Return,
the “Pre-2018 Tax Returns”). The Company shall duly and timely make or prepare
all Tax Returns required to be made or prepared by the Company and the
Subsidiaries and to duly and timely file all Tax Returns required to be filed by them,
in each case for Pre-2018 Straddle Periods (the “Straddle Period Returns”).
(b) The Vendors and the Purchaser shall co-operate fully with each other and make
available to each other in a timely fashion such data and other information as may
reasonably be required for the preparation of any Pre-2018 Tax Return or Straddle
Period Return of the Company or any of the Subsidiaries and shall preserve such
data and other information until the expiration of any applicable limitation period
under any applicable Law with respect to Taxes.
(c) All Pre-2018 Tax Returns and Straddle Period Returns required to be prepared by
the Company pursuant to the terms of this Section 10.6 and which have not been
filed as of the Closing Date shall be prepared and filed on a timely basis and in a
manner consistent with prior practice of the Company and its Subsidiaries (to the
extent such treatment is reasonable in the circumstances and unless otherwise
required by applicable Law). The Company shall use its commercially reasonable
efforts to submit any such Pre-2018 Tax Return or Straddle Period Return that is
an income Tax Return to the Vendors” Representative in draft form at least 30 days
before the date on which such Pre-2018 Tax Returns are required by Law to be filed
with the relevant Governmental Authority (taking into account any valid
extensions) for the Vendors” Representative’s review and approval (such approval
not to be unreasonably withheld, conditioned, or delayed). The Company shall
make, or cause to be made, such changes required by the Purchaser and shall file
such Pre-2018 Tax Return on or before the date on which it is required by Law to
be filed with the relevant Governmental Authority (taking into account any valid
extensions).
10.7 Tax Matters
(a) Tax Proceedings —
(i) If, at any time, the Company or any Subsidiary receives a notice of an audit
or ather proceeding, an assessment, a reassessment, an indication in writing
that an assessment is being considered or proposed, or any similar notice in
writing from any Governmental Authority relating to an amount that is
solely for a Pre-2018 Tax Period, and which, would be reasonably expected
to give rise to a Claim against the Vendors under this Agreement (an
“Assessment”), the Purchaser shall cause the Company or the Subsidiary,
as applicable, to deliver to the Vendors’ Representative promptly after
receiving the Assessment, a copy of the Assessment, together with a
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statement setting out the obligations of the Vendors, on the assumption that
the Assessment is valid and binding.
(ii) The Vendors’ Representative (on behalf of the Vendors) shall have the
right, at the sole expense of the Vendors, to elect in writing to control the
contest of any Assessment and to employ counsel chosen by the Vendors’
Representative, to contest such Assessment; provided that, such Assessment
is solely with respect to Pre-2018 Tax Periods and would not reasonably be
expected to materially impact Taxes or Tax positions for any taxable period
or portion thereof beginning after the Closing Date; provided further that,
the Purchaser shall have the right to participate fully in the defense thereof
and to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of the Purchaser. Except with the consent of the Purchaser
(which shall not be unreasonably withheld, conditioned, or delayed), the
Vendors shall not, and shall not permit the Company or any of the
Subsidiaries, to agree to any settlement with respect to any Assessment.
(iit) If, the Vendors’ Representative does not elect in writing to control the
contest of any Assessment pursuant to Section 10.7(a)(iii) or is not
permitted to control any Assessment, then the Purchaser shall have the right,
at the Vendors® Representative’s sole expense, to control the contest of such
Assessment and to employ counsel chosen by the Purchaserto contest such
Assessment; provided that, the Vendors’ Representative (on behalf of the
Vendors) shall have the right to participate fully in the defense thereof and
to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of the Vendors. Except with the consent of the Vendors’
Representative (which shall not be unreasonably withheld, conditioned, or
delayed), the Purchaser shall not, and shall not permit the Company or any
of the Subsidiaries, to agree to any settlement with respect to any such
Assessment.
(iv) The failure of the Purchaser to give the Vendors” Representative any notice
required by this Section 10.7(a) with respect to any Assessment shall not
relieve the Vendors of any obligations under this Agreement with respect to
such Assessment,
(b) Refunds — If a refund of Taxes (the “Refund”) is received by or credited to the

account of the Company or any Subsidiary in respect of Taxes paid by the Company
or any of its Subsidiaries in any Pre-2018 Tax Period, the Purchaser shall cause
such recipient to pay the amount of the Refund to the Vendors, after deduction of
an amount equal to the amount of reasonable costs and expenses (including Taxes),
if any, to which the recipient, or any of the Purchaser, the Company or a Subsidiary,
would be subject as a result of the receipt, crediting, or payment of such Refund,
This Section 10.7(b) shall not apply to a Refund received by or credited to the
account of the Company or any Subsidiary in any Pre-2018 Tax Period, to the extent
such Refund arises as a result of the carry-back of any loss from a taxable period
ending after the Closing Date. In the event that Purchaser, the Company, or any
Subsidiary is required to repay any Refund to any Governmental Authority due to
the successful challenge of such Refund by such Governmental Authority, the
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Vendors’ Representative (on behalf of the Vendors) shall repay to the Purchaser,
the Company, or such Subsidiary, as applicable, an amount equal to such Refund
immediately upon written request therefor.
(c) Pre-2018 Straddle Period Allocation —To the extent it is necessary for purposes
of this Agreement to determine the allocation of Taxes for a Pre-2018 Straddle
Period, Taxes of the Company and its Subsidiaries based on or measured by
income, gross or net sales, or payments, payroll or receipts shall be allocated
between the portion of such Pre-2018 Straddle Period ending on December 31,
2017 and the portion of such Pre-2018 Straddle Period beginning after December
31, 2017 based on an interim closing of the books as of the close of business on
December 31, 2017 and any other Taxes of the Company and its Subsidiaries shall
be allocated between the portion of such Pre-2018 Straddle Period ending on
December 31, 2017 and the portion of such Pre-2018 Straddle Period beginning
after December 31, 2017 on a per diem basis.
(d) Transfer Taxes —The Parties shall share equally, any transfer, documentary, sales,
use, stamp, registration and other such Taxes, and all conveyance fees, recording
charges and other fees and charges (including any penalties and interest) incurred
in connection with consummation of the transactions contemplated by this
Agreement imposed on the Company and its Subsidiaries or one or more Vendors
as a result of the transactions contemplated by this Agreement (collectively,
“Transfer Taxes”). The parties hereto agree that any Tax Returns with respect to
Transfer Taxes shall be filed by the party required by applicable law to file such
Tax Returns and the other party shall cooperate in the filing of any such Tax
Returns, as applicable, including promptly supplying any information in their
possession that is reasonably necessary to complete such returns.
(e) Each Holdco Vendor hereby concurs, for purposes of subsection 184(4) of the Tax
Act, to the making of an election under Part III of the Tax Act with respect to any
dividend (the “Holdco Original Dividend”) that: (i) is paid or deemed to have been
paid by such Holdco Vendor's Holdco at any time before the Closing, (ii) is the
subject of a designation under subsection 83(2) of the Tax Act and (iii) exceeds
the balance of such Holdco Vendor Holdco’s “capital dividend account” (as
defined in subsection 89(1) of the Tax Act) immediately before that time, such that
such Holdco will not have any liability under Part TIT of the Tax Act in respect of
the Holdeco Original Dividend. Each such Holdco Vendor covenants and agrees to
do all things necessary and execute (or cause to have executed) any and all forms
or other instruments as may be reasonably requested by the Purchaser in order to
give full effect to this Section 10.7(e).
(f) Each Vendor hereby concurs, for purposes of subsection 184(4) of the Tax Act, to
the making of an election under Part III of the Tax Act with respect to any dividend
(the “Original Dividend”) that: (i) is paid or deemed to have been paid by the
Company to the Vendor at any time before the Closing, (ii) is the subject of a
designation under subsection 83(2) of the Tax Act and (iii) exceeds the balance of
the Company’s “capital dividend account” (as defined in subsection 89(1) of the
Tax Act) immediately before that time, such that the Company will not have any
liability under Part III of the Tax Act in respect of the Original Dividend. Each such
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Vendor covenants and agrees to do all things necessary and execute (or cause to
have executed) any and all forms or other instruments as may be reasonably
requested by the Purchaser in order to give full effect to this Section 10.7(f)
(2) Each Vendor hereby concurs, for the purposes of subsection 185.1(3) of the Tax
Act, to the making of an election by any of the Company, a Subsidiary or a Holdco
(as the case may be) under Part IIL 1 of the Tax Act, in the event such entity is
assessed as having made an “excessive eligible dividend designation” (as defined
in subsection 89(1) of the Tax Act) in respect of any dividend paid, or deemed to
have been paid, by such entity to such Vendor on or before the Closing, such that
such entity will not have any liability under Part 111.1 of the Tax Act in respect of
the payment, or deemed payment, of such dividends. Each such Vendor covenants
and agrees to do all things necessary and execute (or cause to have executed) any
and all forms or other instruments as may be reasonably requested by the Purchaser
in order to give full effect to this Section 10.7(g).
10.8 Directors’ and Officers’ Indemnification
(a) From and after the Closing Date, the Purchaser, the Company and the Subsidiaries
(or any successor(s)) to, until the sixth anniversary of the Closing Date (or, in the
case of clause (ii), for so long after that date as any claim for indemnification
asserted on or prior to such date has not been finally adjudicated) shall:
(i) indemnify the current and former directors and officers of the Company and
the Subsidiaries to the fullest extent to which the Company and the
Subsidiaries are permitted by applicable Laws to indemnify such officers
and directors with respect to any Claims arising from facts or events that
occurred on or prior to the Closing; and
(ii) except to the extent required by Laws, not take any action so as to amend,
modify or repeal the provisions for indemnification of directors or officers
contained in the organizational documents of any of the Company and the
Subsidiaries in such a manner as would adversely affect in any material
respect the rights of any individual who shall have served as a director or
officer of any of the Company or the Subsidiaries prior to the Closing to be
indemnified by such corporations in respect of their serving in such
capacities at or prior to the Closing,
(b) The provisions of this Section 10.8 shall survive the consummation of the
transactions contemplated by this Agreement and are intended to be for the benefit
of, and will be enforceable by, each individual referred to in this Section 10.8, his
or her heirs and successors and his or her legal representatives (collectively, the
“Directors and Officers”). The Purchaser, the Company and the Subsidiaries agree
to pay from time to time as necessary all reasonable and documented out-of-pocket
expenses, including reasonable legal fees, that may be incurred by the Directors
and Officers in enforcing the indemnity and other obligations provided for in this
Section 10.8,
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(c) If any of the Purchaser, the Company, the Subsidiaries or any of their respective
successors or assigns shall:
(i) amalgamate, consolidate with or merge or wind up into any other Person
and shall not be the continuing or surviving entity; or
(if) transfer all or substantially all of its assets to any Person,
then, and in each such case, proper provisions shall be made so that the successors
and assigns of the Purchaser, the Company or the Subsidiaries, as applicable, shall
assume all of the obligations set forth in this Section 10.8.
(d) Prior to the Closing, the Company will, obtain a prepaid “tail policy”, the cost of
such to be split 50/50 between the Parties, which provides liability insurance
coverage for the individuals who were directors, managers or officers of the
Company and any of its Subsidiaries at or prior to the Closing covering the six year
period following the Closing Date (the “D&O Tail Policy”).
10.9 Pre-Closing Reorganization
At any time and from time to time prior to Closing, the Vendors shall be permitted to effect such
reorganizations and transfers of the Purchased Shares and any other securities of the Company or
the Subsidiaries as set forth on Schedule 10.9 (the “Pre-Closing Reorganization”), provided that
the Pre-Closing Reorganization is not, individually or in the aggregate, in the opinion of the
Purchaser, acting reasonably, prejudicial to any of the Company or the Subsidiaries.
10.10 R&W Policy
The Purchaser and its Affiliates shall not amend, waive or otherwise modify the Buyer-Side
Representations and Warranties Insurance Policy with VALE Insurance Partners, LLC, dated as
of the date hereof (the “R&W Policy”), in any manner that would allow the insurer thereunder or
any other Person to subrogate or otherwise make or bring any Claim or other proceeding against
any Vendor or any of its Affiliates or any past, present or future director, manager, officer,
employee, shareholder or advisor of any of the foregoing based upon, arising out of, or related to
this Agreement, or the negotiation, execution or performance of this Agreement, except, in each
case, with respect to claims based upon or arising out of fraud.
10.11 US Subsidiary SPA
DVSC and US Purchaser shall execute and deliver the US Subsidiary SPA, which shall be effective
one day prior to the Closing Date.
10.12 Confidentiality
(a) From and after the Closing Date, each Vendor shall treat and hold as strictly
confidential and shall (A) not make available, sell, disclose or otherwise
communicate to any Person any Confidential Information (other than pursuant to
such Vendor's employment with and for the benefit of the Company), (B) refrain
from using any Confidential Information (other than pursuant to such Vendor's
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employment with and for the benefit of the Company) and (C) upon the request of
Purchasers or the Company, deliver promptly to Purchasers or the Company (or
destroy with written certification thereof) all tangible embodiments (and all copies)
of the Confidential Information that are in such Vendor's possession or under such
Vendors control. In the event that such Vendor is requested or required (by oral
question or request for information or documents in any Claim) to disclose any
Confidential Information, such Vendor shall notify Purchasers and the Company
promptly of the request or requirement, which notification shall include the nature
of the legal requirement and the extent of the required disclosure, so that Purchasers
and/or the Company may seek an appropriate protective order or waive compliance
with the provisions of this Section 10.12(a). If, in the absence of a protective order
or the receipt of a waiver hereunder, such Vendor is compelled to disclose any
Confidential Information to any court or tribunal, such Vendor may disclose the
Confidential Information to such court or tribunal; provided that such Vendor shall
use such Vendor’s reasonable best efforts to obtain, at the request and expense of
the Purchasers or the Company, as applicable, an order or other assurance that
confidential treatment shall be accorded to such portion of the Confidential
Information required to be disclosed. Nothing herein shall be deemed to prohibit or
restrict such Vendor from (i) disclosing any such information to such Vendor's
advisers, agents or attorneys (as applicable) as long as such recipients have been
instructed to maintain the confidentiality of such information on terms substantially
consistent with this Section 10.12(a) and (ii) retaining such Confidential
Information that is personal, and relates exclusively, to such Vendor for archival
and record keeping purposes (provided that such Vendor will use reasonable best
efforts to safeguard such information).
(b) If such Vendor is a resident of the United States, the following applies:
18 U.S.C. § 1833(b) provides:
“An individual shall not be held criminally or civilly liable under any Federal or
State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in
confidence to a Federal, State, or local government official, either directly or
indirectly, or to an attorney; and (ii) solely for the purpose of reporting or
investigating a suspected violation of law; or (B) is made in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under seal.”
Accordingly, nothing in this Agreement is intended to conflict with 18 U.S.C

§ 1833(b) or create liability for disclosures of trade secrets that are expressly
allowed by 18 U.S.C. §1833(b). Such Vendor has the right to disclose in
confidence trade secrets to federal, state, and local governments officials, or to an
attorney, for the sole purpose of reporting or investigating a suspected violation of
Law. Such Vendor also has the right to disclose trade secrets in a document filed in
a lawsuit or other Claim, but only ifthe filing is made under seal and protected from
public disclosure.
(c) Each Vendor expressly acknowledges that (i) the value of the Company's trade
secrets and other Confidential Information arises in part from the fact that such
information is not generally known in the marketplace, (ii) the Company’s trade
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secrets and other Confidential Information will have continuing vitality beyond the
date of this Agreement, (iii) the covenants and agreements set forth in this Section
10.12 are a material inducement to Purchaser to enter into this Agreement and to
perform its obligations hereunder and Purchaser and its Affiliates would not obtain
the benefit of the bargain set forth in this Agreement as specifically negotiated by
the Parties if a Vendor breached the provisions set forth in this Section 10.12, and
(iv) the restrictions contained in this Section 10.12 are necessary to protect
Purchasers’ interest in, and the value of, the Company (including the goodwill
inherent therein).
ARTICLE 11
TERMINATION
11.1 Termination
(a) Vendors’ Right to Terminate — The Vendors’ Representative shall have the right
to terminate this Agreement at any time prior to the Closing:
(i) if (A) at any time any of the representations or warranties of the Purchaser
in this Agreement becomes untrue or inaccurate such that the condition set
forth in Section 9.1 would not be satisfied (treating such time as if it were
the Closing for purposes of applying this Section 11.1{a)(i)) or (B) there has
been a breach on the part of the Purchaser of any of its covenants or
agreements contained in this Agreement such that the condition set forth in
Section 9.2 would not be satisfied (treating such time as if it were the
Closing for purposes of applying this Section 11.1(a)(i)), and, in the case of
any covenant breach, such breach (if curable) has not been cured at least
prior to the Outside Date;
(ii) by mutual written consent of the Parties;
(iii) any Order is issued preventing the consummation of the transactions

contemplated in this Agreement; or
(iv) if the Closing Date shall not have occurred on or prior to the Outside Date;
in each case with immediate effect by delivery of written notice of termination by

the Vendors’ Representative to the Purchaser; provided, however that the Vendors’
Representative shall not be entitled to exercise any right of termination under this
Section 11.1(a) if, at the time of giving notice of termination, any Vendor, the
Company or any Holdco Vendor is in material breach of any of its representations,
warranties, covenants or agreements under this Agreement,
(b) Purchaser’s Right to Terminate — The Purchaser shall have the right to terminate
this Agreement at any time prior to the Closing:
(i) if (A) at any time any of the representations or warranties of the Company,
the Vendors or the Holdco Vendors in this Agreement becomes untrue or
inaccurate such that the condition set forth in Section 8.1 would not be
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satisfied (treating such time as if it were the Closing for purposes of

applying this Section 11.1(b)(i)) or (B) there has been a breach on the part
of the Company, any Vendor or any Holdco Vendor of any of its covenants
or agreements contained in this Agreement such that the condition set forth
in Section 8.2 would not be satisfied (treating such time as if it were the
Closing for purposes of applying this Section 11,1(b)(i)), and, in the case of
any covenant breach, such breach (if curable) has not been cured at least
prior to the Outside Date;
(ii) by mutual written consent of the Parties;
(iii) any Order is issued preventing the consummation of the transactions

contemplated in this Agreement; or
(iv) if the Closing Date shall not have occurred on or prior ta the Outside Date;
in each case with immediate effect by the Purchaser's delivery of written notice of
termination to the Vendors’ Representative; provided, however that the Purchaser
shall not be entitled to exercise any right of termination under this Section 11.1(b)
if, at the time of giving notice of termination, the Purchaser is in material breach of
any of its representations, warranties, covenants or agreements under this
Agreement.
(c) Effect of Termination — In the event of the termination of this Agreement pursuant
to this Section 11.1, each Party's further rights and obligations shall cease
immediately, except that (i) the provisions of this Section 11.1 and Article 13 shall
continue in full force and effect and (i1) nothing in this Section 11.1 shall be deemed
to release any party from any liability for any breach by such party of the terms and
provisions of this Agreement.
ARTICLE 12
SURVIVAL AND INDEMNIFICATION
12.1 Nature and Survival
All representations and warranties contained in this Agreement on the part of each of the Parties
shall survive:
(a) the Closing;
(b) the execution and delivery under the Purchase Agreements of any share or security
transfer instruments or other documents of title to any of the Purchased Shares or
the US Subsidiary Shares; and
(c) the Rollover and the payment of the consideration for the Purchased Shares and the
US Subsidiary Shares,
in each case, for the same period of time during which an obligation to indemnify exists pursuant
to Section 12.2(c) or 12.3(b).
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12.2 Indemnification by the Vendors
(a) From and after the Closing, each Vendor shall severally and not jointly, in
accordance with such Vendor's Pro Rata Share, indemnify, defend and save
harmless and shall pay and reimburse each of the Purchaser Indemnified Parties,
from and against all Losses, which the Purchaser Indemnified Parties may suffer,
incur, or become subject to as a result of or in connection with, relating to or arising
from:
(i) any non-fulfilment or breach of any covenant or agreement on the part of

the Company contained in the Purchase Agreements;
(ii) any misrepresentation or any incorrectness in or breach of any

representation or warranty regarding the Company or its Subsidiaries
contained in Article 5 of this Agreement or any agreement or instrument
entered into or delivered by the Vendors’ Representative, the Company or
the Subsidiaries pursuant to the Purchase Agreements;
(iii) any Indebtedness or Leakage to the extent not taken into account in the
calculation of the Purchase Price;
(iv) any Company Indemnified Taxes;
(v) any claim (including the exercise of any equitable remedy) by or on behalf
of any Person (or his, her or their heirs, successors and/or assigns) whois a
current or former holder of securities (including any options) of the
Company or any of its Subsidiaries, in each case, in their capacity as such
and in connection with or arising from the transactions contemplated
hereby; and
(vi) any matters set forth on Schedule 12.2(a)(vi).
(b) From and after the Closing, each Vendor shall severally and not jointly indemnify,
defend and save harmless and shall pay and reimburse each of the Purchaser
Indemnified Parties, from and against all Losses, which the Purchaser Indemnified
Parties may suffer, incur, or become subject to as a result of or in connection with,
relating to or arising from:
(i) (A) any non-fulfilment or breach of any covenant or agreement on the part
of such Vendor contained in the Purchase Agreements, or (B) any Vendor
Indemnified Taxes;

representation or warranty regarding such Vendor or such Vendor's Holdco,
if applicable, contained in Article 4 or Article 6 of this Agreement or any
agreement or instrument entered into or delivered by such Vendor pursuant
to the Purchase Agreements,
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(c) The obligations of the Vendors under Section [2.2(a) and Section 12.2(b) shall be
subject to the following limitations:
(i) subject to Section 12.2(¢)(i) and 12.2(c)(iii), the obligations of the Vendors
under Section 12.2(a)(ii) and Section 12.2(b)(ii) shall terminate on the first
anniversary of the Closing Date (the “Survival Date”) except with respect
to Losses of the Purchaser Indemnified Parties set forth in any Claim Notice
delivered to the Vendors’ Representative prior to such date (in which case
the obligations of the Vendors under Section 12.2(a)(it) and Section
12.2(b)(ii) shall survive until final resolution thereof in accordance with the
terms hereof);
(ii) the obligations of the Vendors under (A) Section 12.2(a)(ii) relating to Tax
matters set out in Section 5.21 or Section 6.8, and (B) 12.2(a)(iv) and
12.2(b)(1)(B), in respect of any Loss shall terminate on the date which is the
earlier of (x) 90 days after the relevant Governmental Authorities shall no
longer be entitled to assess liability for Taxes against the Company or any
of the Subsidiaries for that particular period (which date shall not be
extended by any waiver given by any of the Purchaser, the Company or the
Subsidiaries after the Closing Date without the consent of the Vendors’
Representative) and (y) the 15th anniversary of the Closing Date, except
with respect to Losses by the any Purchaser Indemnified Party set forth in a
Claim Notice delivered by the Purchaser to the Vendors” Representative
prior to such date (in which case the obligations of the Vendors relating to
or impacted by (1) Tax matters set out in Section 5.21, Section 6.8 or (2)
12.2(a)(iv) and 12.2(b)(i)(B) shall survive until final resolution thereof in
accordance with the terms hereof);
(iii) the obligations of the Vendors under Section 12.2(a)(ii) and Section
12.2(b)(i1) in respect of any Fundamental Representations shall terminate
on the third anniversary of the Closing Date except with respect ta Losses
by the Purchaser Indemnified Parties set forth in any Claim Notice delivered
to the Vendors’ Representative prior to such date (in which case the
obligations of the Vendors under Section 12.2(a)(i1) and Section 12.2(b)(ii)
in respect of Fundamental Representations shall survive until final
resolution thereof in accordance with the terms hereof);
(iv) with respect to the obligations of the Vendors under Section 12.2(a)(ii) and
Section 12.2(b)(ii) (other than for Losses with respect to Fundamental
Representations, Section 6.8, Section 5.21, Section 5.26 or actual fraud), the
Vendors shall not be required to pay any amounts with respect to any
individual Losses of less than $43,250;
(v) with respect to the obligations of the Vendors under Section 12.2(a)(ii) and
Section 12.2(b)(ii) (other than for Losses with respect to Fundamental
Representations, Section 6.8, Section 5.21, Section 5.26 or actual fraud), the
Vendors shall not be required to pay any amount until the aggregate amount
of Losses which the Purchaser Indemnified Parties would recover exceeds
$432,500 (the “Deductible”) and then only the excess over such amount;
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(vi) with respect to the obligations of the Vendors under Section 12.2(a)(ii) and
Section 12.2(b)(ii), the total liability of the Vendors in aggregate shall not
exceed the amount of the Indemnity Escrow Amount (other than for Losses
with respect to Fundamental Representations, Section 6.8. Section 5.21,
Section 5.26 or actual fraud);
(vii) with respect to the obligations of the Vendors under Section 12.2(a)(ii) and
Section 12.2(b)(ii), the total liability of each Vendor shall not exceed such
Vendor's Pro Rata Share (without, for the purposes hereof, taking into
account the Rollover) of the amount of the Indemnity Escrow Amount
(other than for Losses with respect to Fundamental Representations, Section
6.8. Section 5.21, Section 5.26 or actual fraud);
(viii) the Vendors shall not be liable for any punitive damages unless pursuant to
Third Party Claims;
(ix) for purposes of determining whether any representation or warranty has

been breached and the amount of Losses arising therefrom, each
representation and warranty in this Agreement and the Schedules shall be
read without regard and without giving effect to the terms “material, “in all
material respects”, “Material Adverse Effect” or other similar words,
phrases or qualifications contained in or otherwise applicable to such
representation or warranty (as if such words or phrases were deleted from
such representation and warranty entirely);
(x) in no event shall the Vendors indemnification obligations under Section

12.2(a) or Section 12.2(b) exceed the aggregate amount of the Purchase
Price and the US Subsidiary Purchase Price; and
(xi) for the avoidance of doubt, the limitations in Sections 12.2(c)iv),

12.2(c)(v), 12.2(c)(vi) and 12.2(c)(vii} shall not apply to Losses to the extent
such Losses arise from or relate to actual fraud or breach of a Fundamental
Representation, Section 6.8, Section 5.21, Section 5.26 or any claim for
indemnification pursuant to Sections 12.2(a)(i), 12.2(a)(iii) through
12.2(a)(vi) or 12.2(b)(i)
(d) Claims by a Purchaser Indemnified Party for Losses pursuant to Section 12.2(a)(ii)
and Section 12.2(b)(ii) (other than for Losses with respect to Fundamental
Representations, Section 6.8, Section 5.21, Section 5.26 or actual fraud) shall be
satisfied solely from the Indemnity Escrow Account. Claims by a Purchaser
Indemnified Party for Losses with respect to Fundamental Representations, Section
6.8, Section 5.21, Section 5.26 or actual fraud shall be satisfied, at such Purchaser
Indemnified Party’s option, first from the Indemnity Escrow Account and/or the
Special Escrow Account and then from the Vendors directly, subject to Section
12.2(g)and the limitations of this Article 12.
(e) Claims by a Purchaser Indemnified Party for Losses pursuant to Section 12.2(a)(iii).
Section 12.2(a)(iv), 12.2(a)(vi) and 12.2(b)(i)(B) shall be satisfied first from the
Special Escrow Account and then from the Vendors directly. subject to Section
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12.2(g) and the limitations of this Article 12; provided that such Claims may, at
such Purchaser Indemnified Party’s option, be satisfied from the Indemnity Escrow
Account.
(£) Claims by a Purchaser Indemnified Party for Losses pursuant to Section 12.2(a)(i)
and Section 12.2(a)(v) and Section 12.2(b)(i)(A) may, at such Purchaser
Indemnified Party’s option, be satisfied first from the Indemnity Escrow Account
and/or the Special Escrow Account and then from the Vendors directly, subject to
Section 12.2(g) and the limitations of this Article 12.
(2) A Rollover Vendor may, at its sole option, by delivering irrevocable written notice
to the Purchaser within five days after the date of determination of such
indemnification payment obligation, elect to satisfy all or a portion of its
indemnification payment obligation under this Article 12 (which, for the avoidance
of doubt, will not include such Rollover Vendor's Pro Rata Share of the Indemnity
Escrow Account or the Special Escrow Account) in Indemnity Equity (based on the
Fair Market Value of such Indemnity Equity as of the date of determination of such
indemnification payment obligation) by transferring or assigning all or a portion of
the Indemnity Equity, as applicable, owned by such Rollover Vendor to the
Purchaser or SSC Dominion Holdings, LLC, as applicable, for cancellation,
provided that, (i) if such Rollover Vendor elects to satisfy its indemnification
payment obligation with Indemnity Equity but the amount of the indemnification
payment obligation exceeds the Fair Market Value of such Indemnity Equity as of
the date of determination of such indemnification payment obligation, then any
amount of Losses not satisfied by such Indemnity Equity, if applicable, shall be
satisfied by such Rollover Vendor in cash, (ii) such Rollover Vendor shall be
responsible for all costs and expenses (including Taxes) resulting from the
transferring or assigning of the Indemnity Equity to the Purchaser or SSC Dominion
Holdings, LLC, as applicable, in satisfaction of such Rollover Vendor's
indemnification obligations under Article 12, (iii) if no election is delivered by such
Rollover Vendor within five days after the date of determination of such
indemnification payment obligation, then the amount of such indemnification
payment obligation shall be paid by Rollover Vendor in cash, and (iv) this Section
12.2(g) shall not be available to a Rollover Vendor (A) in the case of Losses
resulting from fraud as determined by the Board of Managers of SSC Dominion
Holdings. LLC, or (B) in the event the Company determines that any forfeiture of
Indemnity Equity in lieu of cash pay would negatively impact the Company’s and
its Subsidiaries debt financing sources at that time. Separately, in the event that a
Rollover Vendor has failed to make an indemnification payment to the Purchaser
Indemnified Parties pursuant to this Article 12 within 45 days of determination of
such indemnification payment obligation, Purchaser or SSC Dominion Holdings,
LLC, as applicable, may cancel an amount of Indemnity Equity (based on the Fair
Market Value of such Indemnity Equity as of the date of determination of such
indemnification payment obligation) equal to the indemnification payment
obligation of such Rollover Vendor pursuant to this Article 12
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12.3 Indemnification by the Purchaser
(a) The Purchaser shall indemnify and save harmless the Vendor Indemnified Parties,
from and against all valid Losses which the Vendor Indemnified Parties may suffer
or incur, as a result of or in connection with or arising from:
(i) any non-fulfilment or breach of any covenant or agreement on the part of

the Purchasers contained in the Purchase Agreements; and

representation or warranty of the Purchasers contained in the Purchase
Agreements or in any certificate furnished by the Purchasers pursuant to the
Purchase Agreements.
(b) The Purchaser’s obligations under Section 12.3(a) shall be subject to the following
limitations:
(i) subject to Section 12.3(b)(ii), the obligations of the Purchaser under Section
12.3(a)(ii) shall terminate on the Survival Date except with respect to
Losses by the Vendor Indemnified Parties set forth in a Claim Notice
delivered by the Vendors to the Purchaser prior to such date (in which case
the obligations of the Purchaser under Section 12.3(a)(ii) shall survive until
final resolution thereof in accordance with the terms hereof), and
(ii) the obligations of the Purchaser under Section 12.3(a)(ii) in respect of any
Losses relating to the Purchaser's representations and warranties in Section
7.1 [Status of the Purchaser], Section 7.2 [Due Authorization] and Section
7.3 [Enforceability of Obligations] shall terminate on the 15th anniversary
of the Closing Date, except with respect to bona fide Losses by the Vendor
Indemnified Parties set forth in any Claim Notice delivered to the Purchaser
prior to such date (in which case the obligations of the Purchaser under
Section 12.3(a)(ii) shall survive until final resolution thereof in accordance
with the terms hereof).
(iii) the obligations of the Purchaser under Section 12.3(a)(ii) in respect of any
Losses relating to the Purchasers representations and warranties in Section
7.10 [Compliance with Laws] shall terminate on the six year anniversary of
the Closing Date, except with respect to bona fide Losses by the Vendor
Indemnified Parties set forth in any Claim Notice delivered to the Purchaser
prior to such date (in which case the obligations of the Purchaser under
Section 12.3(a)(ii) shall survive until final resolution thereof in accordance
with the terms hereof).
12.4 Indemnification Procedures
(a) Other than in connection with a Third Party Claim, a Party seeking indemnification
under Section 12.2 or Section 12.3 (the “Indemnified Party”) shall give notice to
the Party against which indemnification is claimed (the “Indemnifying Party”)
promptly upon (and, in any event, within 30 days of) becoming actually aware of
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the Claim or other facts upon which a Claim for indemnification is based. Such
notice shall include a description of such Losses in reasonable detail including the
sections of this Agreement which form the basis for such Losses, copies of all
material written evidence of such Losses in the possession of the Indemnified Party
and the actual or estimated amount of the damages (if then known) that have been
or will be sustained by the Indemnified Party, including reasonable supporting
documentation (the “Claim Notice”). If the Indemnified Party fails to give such
notice, such failure shall not preclude it from obtaining such indemnification, but
its rights to indemnification may be reduced to the extent such delay actually
prejudiced the defence of the Claim or increased the amount of liability or cost of
defence.
(b) The Indemnifying Party may object to a Claim for indemnification set forth in a
Claim Notice by delivering to the applicable Indemnified Party seeking
indemnification a written statement of objection to the Claim made in the Claim
Notice (an “Dispute Notice”), provided that, to be effective, such Dispute Notice
must (i) be delivered to the Indemnified Party prior to 5:00 p.m. (Toronto time) on
the 30th day following receipt of a Claim Notice (such deadline, the “Dispute
Deadline”) and (ii) set forth in reasonable detail the nature of the objections to the
Claims in respect of which the objection is made.
(c) If the Indemnifying Party does not object in writing to the Losses contained in a
Claim Notice prior to the Dispute Deadline for such Claim Notice, such failure to
so object shall be an irrevocable acknowledgment by the Indemnifying Party that
the Indemnified Party is entitled to the full amount of the Losses set forth in such
Claim Notice (any such claim, an “Unobjected Claim”).
(d) If the Indemnitying Party does object in writing (as provided in Section 12 4(b))} to
the Losses contained in a Claim Notice prior to the Dispute Deadline for such Claim
Notice, the Vendors’ Representative and the Purchaser shall attempt in good faith
to agree upon the rights of the respective parties with respect to each of such Claims,
(e) If, within 30 days after delivery of a timely objection to a Claim Notice, no such
agreement can be reached after good faith negotiation, then upon expiration of such
30-day period, either the Purchaser or the Vendors’ Representative may demand
resolution of the matter pursuant to Section 13.2,
(f) Each claim for Losses resolved by agreement between the Purchaser and the
Vendors™ Representative or determined pursuant to Section 13.2 is referred to as a
“Resolved Claim” The Escrow Agent shall be entitled to rely on, and to make
distributions from the Indemnity Escrow Account or the Special Escrow Account,
as applicable, in accordance with, the terms of this Agreement and an award,
judgment, decree or order awarded pursuant to Section 13.2, as and if applicable,
Within 30 days of an agreement being reached or of a decision pursuant to Section
13.2, as applicable, requiring payment by the Indemnifying Party to the
Indemnified Party, the Indemnifying Party shall make the payment to the
Indemnified Party.
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12.5 Third Party Indemnification Procedures
(a) In the case of Claims made by a third party (“Third Party Claims”) with respect
to which indemnification is sought (other than Third Party Claims in respect of
Taxes where Section 10.7 shall govern), the Indemnified Party shall give prompt
notice, and in any event within 10 days. to the Indemnifying Party of any such Third
Party Claims made upon it including a description of such Third Party Claim in
reasonable detail including the sections of this Agreement which form the basis for
such Third Party Claim, copies of all material written evidence of such Third Party
Claim in the possession of the Indemnified Party and the actual or estimated amount
(if then know) of the damages that have been or will be sustained by an Indemnified
Party, including reasonable supporting documentation; provided that the failure to
give such notice shall not relieve the Indemnifying Party of its obligations
hereunder, except to the extent (and only to the extent) that the Indemnifying Party
is actually prejudiced thereby. For the avoidance of doubt, with respect to any Third
Party Claim in respect of Taxes, in the event of any conflict between
Section 10.7(a) and this Section 12.5, Section 10.7(a) shall govern.
(b) The Indemnifying Party shall have the right, by notice to the Indemnified Party
given not later than 30 days after receipt of the notice described in Section 12.5(a),
to assume the control of the defence, compromise or settlement of the Third Party
Claim; provided, further that the Indemnifying Party shall not be entitled to assume
the control of the defence, compromise or settlement of such Third Party Claim (i)
unless the Indemnifying Party first verifies in writing to the Indemnified Party that
the Indemnifying Party is obligated to indemnify the Indemnified Parties for all
Losses relating to or arising out of or in connection with such Third Party Claim
(subject only to the applicable limitations of this Article 12) or (ii) if (A) such Third
Party Claim relates to Taxes or criminal matters, (B) an injunction or other
equitable relief against the Indemnified Party or such Indemnified Party's business
is a material remedy sought in such Third Party Claim, (C) the Losses relating to
or arising out of or in connection with such Third Party Claim are within the
Deductible, or if based on facts then known, could exceed the maximum amount
that the Indemnified Party could then be entitled to recover under the applicable
limitations of this Article 12, (D) the Indemnified Party has been advised by outside
counsel that a conflict of interest exists between the Indemnifying Party and the
Indemnified Party or (E) upon petition by the Indemnified Party, an appropriate
court rules in a judgment or order that the Indemnifying Party failed oris failing to
actively (given the nature of such Third Party Claim) and in good faith prosecute
or defend such Third Party Claim.
(c) Upon the assumption of control of any Claim by the Indemnifying Party as set out
in Section 12.5(b), the Indemnitying Party shall diligently proceed with the
defence, compromise or settlement of the Third Party Claim at its sole expense,
including if necessary, employment of counsel reasonably satisfactory to the
Indemnified Party and, in connection therewith, the Indemnified Party shall co-
operate fully, but at the expense of the Indemnifying Party with respect to any out-
of-pocket expenses incurred, to make available to the Indemnifying Party all
pertinent information and witnesses under the Indemnified Party’s control, make
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such assignments and take such other steps as in the opinion of counsel for the
Indemnifying Party are reasonably necessary to enable the Indemnifying Party to
conduct such defence. The Indemnified Party shall also have the right to participate
in the negotiation, settlement or defence of any Third Party Claim at its own
expense, other than any reasonable and out-of-pocket fees and expenses that are
incurred prior to the date the Indemnifying Party effectively assumes control of
such defense which, notwithstanding the foregoing, shall be borne by the
Indemnifying Party.
(d) The final determination of any Third Party Claim pursuant to this Section 12.5,
including all related costs and expenses, shall be binding and conclusive upon the
Parties as to the validity or invalidity, as the case may be of such Third Party Claim
against the Indemnifying Party.
(e) If the Indemnifying Party does not assume control of a Third Party Claim as
permitted in Section 12.5(b), the obligation of the Indemnifying Party to indemnify
the Indemnified Party in respect of such Third Party Claim shall terminate if the
Indemnified Party settles such Third Party Claim without the consent of the
Indemnifying Party; provided that the Indemnified Party shall not require the prior
consent of the Indemnifying Party to compromise, settle or consent to the entry of
any judgment with respect to a Third Party Claim if, in connection with such
compromise, settlement or judgment, the amount of Losses for which the
Indemnified Party will not receive indemnification pursuant to the terms hereof
exceeds the amount of Losses for which the Indemnified Party will receive
indemnification pursuant to the terms hereof.
(f) Notwithstanding anything herein to the contrary, with respect to any Third Party
Claim, the Indemnifying Party shall not enter into any compromise or settlement,
or consent ta the entry of any judgment related thereto, without the prior written
consent of the Indemnified Party.
12.6 Reductions and Subrogation
The amount of any Losses incurred by an Indemnified Party shall be reduced by:
(a) the amount of any net Tax benefit actually realized by that Indemnified Party that
is attributable to any deduction, loss or credit resulting from or arising out of such
Loss; provided that, such net Tax benefit is actually realized in the taxable year in
which the relevant indemnification payment is made; or
(by any recovery, settlement or otherwise under or pursuant to any insurance coverage
(other than under the R&W Policy).
The Indemnified Party shall, use commercially reasonable efforts to seek to recover or make a
claim for insurance proceeds or other amounts available (other than, with respect to Purchaser,
under the R&W Policy) as a result of any matter giving rise to an indemnification claim of the
Indemnified Party against the Indemnifying Party, provided, that, any dispute as to the
applicability of, or delay in obtaining, such coverage shall not be a basis for delay or refusal of
payment hereunder. If the Indemnified Party actually receives any insurance proceeds or other
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amounts (other than under the R&W Policy) as a result of the matter giving rise to any
indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying
Party is given notice of the claim, the Indemnifying Party's indemnification obligations with
respect to such claim shall be reduced by the amount of any such insurance proceeds actually
received by the Indemnified Party (other than under the R&W Policy). net of all costs and
expenses, including deductibles, increased cost of insurance and reasonable and out-of-pocket
attorney and advisor fees. If the Indemnified Party actually receives any insurance proceeds or
other amounts (other than under the R&W Policy) as a result of the matter giving rise to any
indemnification claim of the Indemnified Party against the Indemnifying Party after the
Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the
Indemnified Party shall promptly turn over any such insurance proceeds or other amounts (other
than under the R&W Policy) actually received, net of all costs and expenses, including deductibles,
increased cost of insurance and reasonable and out-of-pocket attorney and advisor fees, to the
Indemnifying Party to the extent of the payments made by the Indemnifying Party to the
Indemnified Party on the claim. For the purpose of paragraph (a) of this Section 12.6, an
Indemnified Party shall be deemed to realize, with respect to any taxable year, a net Tax benefit
attributable to a Loss if, and to the extent that, the Indemnified Party’s cumulative Liability for
Taxes through the end of such taxable year, calculated by excluding any Tax items attributable to
the Loss from all taxable years, exceeds the Indemnified Party's actual cumulative Liability for
Taxes through the end of such taxable year, calculated by taking into account any Tax items
attributable to the Loss for all taxable years (to the extent permitted by relevant Tax law and
treating such Tax items as the last items claimed for any taxable year).
12.7 Taxes
For the avoidance of doubt, and in accordance with clause (i) of the definition of “Company
Indemnified Tax,” the Company or the Subsidiaries, as applicable, shall be responsible for and
shall bear all Taxes of the Company or the Subsidiaries, as applicable, for a 2018 Tax Period;
provided that, this Section 12.7 shall not limit any Vendor's indemnification obligations (or any
Purchaser or any Purchaser Indemnified Party's right to recover) with respect to any Tax to the
extent otherwise expressly set forth in any provision of the Purchase Agreements (including, but
not limited to, pursuant to the definitions of “Company Indemnified Tax,” “Vendor Indemnified
Tax,” and “Leakage,” or under Article 12 of this Agreement); provided. further, that,
notwithstanding the foregoing, the obligations of the Vendors under Section 12.2(a)(ii) arising
from a breach of any of the Tax representations and warranties set forth in Section 5.21(a), (b). (f).
or (g) with respect to any 2018 Tax Period shall be limited to an amount equal to the excess of (A)
the total amount of Losses arising as a result of such breach (including all Taxes and any penalties,
interest, or other additions to Tax) over (B) the amount of Taxes that would have been payable by
the Company or its Subsidiaries with respect to such Tax matter for the applicable 2018 Tax Period
had the relevant breach not occurred.
12.8 Exclusive Remedy
After the Closing, the rights of indemnity set forth in this Article 12 shall be the sole and exclusive
remedy of each Party in respect of any misrepresentation, incorrectness in or breach of any
representation or warranty or breach of covenant (other than those covenants set out in Article 13)
by the other Party under this Agreement, provided, that nothing herein shall limit or otherwise
prohibit any remedies expressly set forth in any other agreement, certificate or other instrument
executed by a Vendor in connection with the consummation of the transaction contemplated
LEGAL 1 aw2m70d 10
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hereby (specifically including any employment or restrictive covenant agreement). Accordingly,

the Parties waive, from and after the Closing, any and all rights, remedies and claims that one Party
may have against the other, whether at law, under any statute or in equity (including claims for
contribution or other rights of recovery arising under any Environmental Laws, claims for breach
of contract, breach of representation and warranty, negligent misrepresentation and all claims for
breach of duty), or otherwise relating to the provisions of this Agreement (other than, pursuant to
Article 13), other than, in each case, as expressly provided for in this Article 12 and other than
those arising with respect to any fraud. The Parties agree that if a Claim for indemnification is
made by an Indemnified Party in accordance with this Article 12, and there has been a refusal by
the Indemnifying Party to make payment or otherwise provide satisfaction in respect of such
Losses, then a legal proceeding is the appropriate means to seek a remedy for such refusal. For
the avoidance of doubt, nothing in this Section 12.8 shall prevent any of the Parties from seeking
an injunction, specific performance or other form of equitable relief in respect of the breach of
those covenants set out in Article 13.
12.9 One Recovery
An Indemnified Party shall not be entitled to double recovery for the same Loss from the same
Indemnifying Party to the extent such Loss has already been recovered and received by such
Indemnified Party even though such Loss may have resulted from the breach of more than one
representation, warranty, agreement or covenant made by such Indemnifying Party in this
Agreement,
12.10 Duty to Mitigate
Nothing in this Agreement shall in any way restrict or limit the general obligation at law of a Party
to mitigate any Losses that it may suffer or incur by reason of the breach by the other Party of any
representation, warranty or covenant of that other Party under this Agreement. If any Losses can
be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage
or pursuant to any claim, recovery, settlement or payment by or against any other Person, the
Indemnified Party shall use commercially reasonable efforts to take all appropriate steps within
their control to enforce such recovery, settlement or payment; provided that the failure to so
mitigate shall only reduce the rights to recover for any Loss or portion thereof under this Article
12 to the extent of the Loss or of portion thereof that would have been avoided by such mitigation
12.11 Adjustment to the Purchase Price
Any payment made by the Vendors pursuant to this Article 12 shall constitute a reduction of the
Purchase Price or the US Subsidiary Purchase Price, as applicable, and any payment made by the
Purchaser pursuant to this Article 12 shall constitute an increase in the Purchase Price or the US
Subsidiary Purchase Price, as applicable.
ARTICLE 13
GENERAL
13.1 Vendors’ Representative
(a) At the Closing, John Poulos shall be constituted and appointed as the Vendors’
Representative. The Vendors’ Representative shall be the exclusive agent and
LEGAL 1 aw2m70d 10
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attorney-in-fact for and on behalf of the Vendors to: (i) execute, as the Vendors’
Representative, this Agreement and any agreement or instrument entered into or
delivered in connection with the transactions contemplated by this Agreement
(except for employment arrangements and restrictive covenant agreements personal
to any particular Vendor), (ii) give and receive notices, instructions and
communications permitted or required under this Agreement, the Escrow
Agreement, the Paying Agent Agreement or any other agreement, document or
instrument entered into or executed in connection herewith, for and on behalf of
any Vendor, to or from the Purchaser (on behalf of itself or any other Indemnified
Party) relating to this Agreement and any other matters contemplated by this
Agreement or by such other agreement, document or instrument (except to the
extent that this Agreement or such other agreement, document or instrument
expressly contemplates that any such notice or communication shall be given or
received by each Vendor individually), (iii) review, negotiate and agree to and
authorize the Purchaser to reclaim an amount of cash from the Escrow Fund in
satisfaction of claims asserted by the Purchaser (on behalf of itself or any other
Indemnified Party, including by not objecting to such claims) pursuant to Article
12, (iv) object to such claims pursuant to Section 12.4, (v) consent or agree to,
negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and
compromises of, and demand arbitration and comply with Orders of courts and
awards of arbitrators with respect to, such claims, resolve any such claims, take any
actions in connection with the resolution of any dispute relating hereto or to the
transactions contemplated by this Agreement (except for employment
arrangements and restrictive covenant agreements personal to any particular
Vendor) by arbitration, settlement or otherwise, and take or forego any or all actions
permitted or required of any Vendor or necessary in the judgment of the Vendors’
Representative for the accomplishment of the foregoing and all of the other terms,
conditions and limitations of this Agreement, (vi) consult with legal counsel,
independent public accountants and other experts selected by it, solely at the cost
and expense of the Vendors, (vii) consent or agree to any amendment to this
Agreement or to waive any terms and conditions of this Agreement providing rights
or benefits to the Vendors (other than with respect to the payment of the Purchase
Price) in accordance with the terms hereof and in the manner provided herein, and
(viii) take all actions necessary or appropriate in the judgment of the Vendors’
Representative for the accomplishment of the foregoing, in each case without
having to seek or obtain the consent of any Person under any circumstance,
Notwithstanding the foregoing, the Vendors Representative shall have no
obligation to act on behalf of the Vendors, except as expressly provided herein, in
the Escrow Agreement and in the Paying Agent Agreement, and for purposes of
clarity, there are no obligations of the Vendors’ Representative in any ancillary
agreement, schedule or, exhibit. The Purchaser and its Affiliates (including after
the Closing Date, the Company and the Subsidiaries) shall be entitled to rely on the
appointment of John Poulos as the Vendors’ Representative and treat such Vendors’
Representative as the duly appointed attorney-in-fact of each Vendor and has
having the duties, power and authority provided for in this Section 13.1. The
Vendors shall be bound by all actions taken and documents executed by the
Vendors’ Representative in connection with this Section 13.1, and the Purchaser
and any other Indemnified Party shall be entitled to rely exclusively on any action
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or decision of the Vendors’ Representative. The Person serving as the Vendors’

Representative may be removed or replaced from time to time, or if such Person
resigns from its position as the Vendors” Representative, then a successor may be
appointed, by the holders of a majority in interest of the aggregate amount of cash
then held in the Escrow Fund (or, in the event that there is no cash then held in the
Escrow Fund by the Vendors collectively having a Pro Rata Share greater than
50%) upon not less than 30 days’ prior written notice to the Purchaser. No bond
shall be required of the Vendors’ Representative. The Vendors’ Representative
shall be entitled to: (i) rely upon the Closing Consideration Statement; (ii) rely upon
any signature reasonably believed by it to be genuine; and (iii) reasonably assume
that a signatory has proper authorization to sign on behalf of the applicable Vendor
or other party. The powers, immunities and rights to indemnification granted to the
Vendors’ Representative hereunder: (i) are coupled with an interest and shall be
irrevocable and survive the death, incompetence, bankruptcy or liquidation of any
Vendor and shall be binding on any successor thereto; and (ii) shall survive the
delivery of an assignment by any Vendor of the whole or any fraction of his, her or
its interest in the Escrow Fund.
(b) The Vendors” Representative shall not be liable to any Vendor for any act done or
omitted hereunder, under the Escrow Agreement or the Paying Agent Agreement
as the Vendors® Representative while acting in good faith (and any act done or
omitted pursuant to the advice of counsel shall be conclusive evidence of such good
faith) and without gross negligence or willful misconduct. The Vendors shall
severally but not jointly indemnify the Vendors’ Representative and defend and
hold him harmless against any Losses incurred without gross negligence, willful
misconduct or bad faith on the part of the Vendors” Representative and arising out
of, resulting from or in connection with the acceptance or administration of his
duties hereunder, including all reasonable out-of-pocket costs and expenses and
legal fees and other legal and skilled professionals’ costs reasonably incurred by
the Vendors’ Representative and in connection with seeking recovery from insurers
(collectively, the “Vendors” Representative Expenses”). If not paid directly to the
Vendors’ Representative by the Vendors, such Vendors’ Representative Expenses
may be recovered by the Vendors’ Representative first, from the portion of the
Indemnity Escrow Account or Special Escrow Account, as applicable, otherwise
distributable to the Vendors (and not distributed or distributable to an Indemnified
Person or subject to a pending indemnification claim of an Indemnified Person) on
or after the Indemnity Escrow Period Release Date or Special Escrow Period
Release Date, as applicable, pursuant to the terms hereof, at the time of distribution,
and second, directly from the Vendors. Any such recovery will be made from the
Vendors according to their respective Pro Rata Share of such Vendors’
Representative Expenses. The Vendors acknowledge that the Vendors’
Representative shall not be required to expend or risk his own funds or otherwise
incur any financial liability in the exercise or performance of any of his powers,
rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement,
the Paying Agent Agreement or the transactions contemplated hereby or thereby.
Furthermore, the Vendors’ Representative shall not be required to take any action
unless the Vendors’ Representative has been provided with funds, security or
indemnities which, in his determination, are sufficient to protect the Vendors’
LEGAL 1 aw2m70d 10
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Representative against the costs, expenses and liabilities which may be incurred by
the Vendors® Representative in performing such actions, The immunities and rights
to indemnification shall survive the resignation or removal of the Vendors’
Representative and the Closing and/or any termination of this Agreement. the
Escrow Agreement and the Paying Agent Agreement.
(c) After the Closing, any notice or communication given or received by, and any
decision, action, failure to act within a designated period of time, agreement,
consent, settlement, resolution or instruction of, the Vendors” Representative that
is within the scope of the Vendors” Representative’s authority under Section 13.1
shall constitute a notice or communication to or by, or a decision, action, failure to
act within a designated period of time, agreement, consent, settlement, resolution
or instruction of all the Vendors and shall be final, binding and conclusive upon
each such Vendor and such Vendor's successors as if expressly confirmed and
ratified in writing by such Vendor, and all defenses which may be available to any
Vendor to contest, negate or disaffirm the action of the Vendors’ Representative
taken in good faith under this Agreement, the Escrow Agreement or the Paying
Agent Agreement are waived, Each Indemnified Party shall be entitled to rely
exclusively upon any such notice, communication, decision, action, failure to act
within a designated period of time, agreement, consent, settlement, resolution or
instruction as being a notice or communication to or by, or a decision, action, failure
to act within a designated period of time, agreement, consent, settlement, resolution
or instruction of, each and every such Vendor. The Purchaser, the Company (trom
and after the Closing Date) and the Indemnified Parties are hereby relieved from
any Losses to any Person for any acts done by them in accordance with such notice,
communication, decision, action, failure to act within a designated period of time,
agreement, consent, settlement, resolution or instruction of the Vendors’
Representative.
13.2 Dispute Resolution
(a) Except as otherwise expressly provided in the Purchase Agreements or any Exhibits
hereto or thereto, all disputes or disagreements with respect to the Purchase
Agreements, shall be submitted to arbitration in accordance with this Section 13.2.
(b) The arbitration shall be submitted before a panel of three arbitrators consisting of
two Party nominated arbitrators and a third arbitrator (hereinafter “Presiding
Arbitrator”) as the sole and exclusive remedy in accordance with the procedures
set forth in this Section 13.2. The Party desiring arbitration of a dispute shall serve
on the other Party a demand for arbitration, which demand shall include the name,
address and occupation of the arbitrator nominated by the demanding Party. The
other Party shall, within 30 days following receipt of the demand, notify in writing
the demanding Party of the name, address and occupation of the arbitrator
nominated by it. The two arbitrators so selected shall, within 30 days of the
appointment of the second arbitrator, select an umpire. If the arbitrators are unable
to agree upon an umpire, the selection of the umpire shall be made by the
International Centre for Dispute Resolution (hereinafter, “ICDR”) in accordance
with Rule 12(6) (as may be amended from time to time) of the International
Arbitration Rules for the selection of a sole arbitrator. Except as otherwise
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provided herein, the arbitration shall be administered by the ICDR in accordance

with its International Arbitration Rules and Final Offer Supplementary Arbitration
Rules (also referred to as Baseball or Last Best Offer Arbitration Supplementary
Rules) (the “Baseball Arbitration Supplementary Rules”). The Parties may
agree to directly exchange with the other Party their respective settlement offers as
provided in such Baseball Arbitration Supplementary Rules after the
commencement of the arbitration and prior to the arbitration hearing. At a
minimum, the final exchange of settlement offers will occur no less than two weeks
prior to the commencement of the arbitration hearing. The Parties shall present
their respective settlement offers to the panel by written and oral evidence at a
hearing to be held in Toronto, Ontario (or such other place as may be mutually
agreed to by the Parties) at such time as may be selected by the Presiding Arbitrator,
including the party’s proposed settlement amount. The arbitrators shall determine
which of the two proposed settlement amounts is more appropriate and shall award
such amount. The decision of at least two of the three panel members shall be
binding and final and not subject to appeal except that neither Party waives its rights
to seek vacatur of the award pursuant to any applicable state or federal statute. The
Party whose proposed settlement offer amount is awarded by the arbitrators shall
be considered the “prevailing party” under the arbitration. The reasonable legal
fees, costs, and expenses of the arbitration, including the fees of counsel, expert
witnesses and the panel, shall be assessed against the Party whose proposed
settlement offer is not adopted by the arbitrators. A judgment may be entered on
the award by any court of competent jurisdiction and the Parties hereby consent to
the jurisdiction of any Ontario courts sitting in Toronto and irrevocably waive any
challenge to the jurisdiction or appropriateness of the venue of such a court
including any challenge based on convenience of the forum.
13.3 Public Notices
The Parties shall jointly plan and co-ordinate any public notices, press releases, and any other
publicity concerning the transactions contemplated by the Purchase Agreements and no Party or
its representatives shall act in this regard without the prior approval of the Purchaser (in the case
of any Vendor) or the Vendors” Representative (in the case of the Purchaser), such approval not to
be unreasonably withheld, except where required to meet timely disclosure obligations of any
Party under Laws or stock exchange rules in circumstances where prior consultation with the other
is not practicable and a copy of such disclosure is provided to the other at such time as it is made
available to the regulatory authority to the extent allowed under the Law, Notwithstanding the
foregoing, the Vendors’ Representative acknowledges and agrees that Purchaser and its Affiliates
may provide general information about the subject matter of the Purchase Agreements in
connection with their respective fund raising, marketing, information or reporting activities.
13.4 Expenses
Except as otherwise provided in the Purchase Agreements, the Purchasers, on the one hand and
the Vendors, in accordance with their Pro Rata Share, on the other hand, shall each pay their
respective legal, accounting, and other professional advisory fees, costs and expenses incurred in
connection with the purchase and sale of the Purchased Shares and the US Subsidiary Shares, as
applicable, and the preparation, execution and delivery of the Purchase Agreements and all
documents and instruments executed pursuant to the Purchase Agreements (except that all costs
LEGAL 1 aw2m70d 10
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and expenses incurred in connection with the (i) R&W Policy, (ii) the Escrow Agreement, and (iii)
the D&O Tail Policy shall be shared equally by the Purchaser on the one hand and the Vendors, in
accordance with their Pro Rata Share, on the other hand).
13.5 Notices
Any notice, consent or approval required or permitted to be given in connection with this
Agreement (in this Section referred to as a “Notice™) shall be in writing and shall be sufficiently
given if delivered (whether in person, by courier service or other personal method of delivery), or
if transmitted by e-mail:
(a) in the case of a Notice to the Company to:
215 Spadina Avenue, Suite 200

Toronto, Ontario
MST 2C7
Attention: lan MacVicar

E-mail:
With a copy (which shall not constitute notice) to:

Osler, Hoskin & Harcourt LLP
Box 50, 1 First Canadian Place
Toronto ON M5X 1B8
Attention: Chad M. Bayne

E-mail;
(b) in the case of a Notice to the Vendors” Representative:
215 Spadina Avenue, Suite 200

Toronto, Ontario
MST 2C7
Attention: John Poulos

E-mail.
Osler, Hoskin & Harcourt LLP
Box 50, 1 First Canadian Place
Toronto ON M5X 1B8
Attention: Chad M. Bayne

E-mail EE
LEGAL 19201704. 10
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(c) in the case of a Notice to the Purchaser at:
CA Dominion, Inc.
C/O Staple Street Capital, LLC
1290 Avenue of the Americas, 10" Floor
New York, NY 10104
Attention: Hootan Yaghoobzadeh
E-mail:

Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, IL 60654
Attention: Jeremy S. Liss, P.C

Adam Wexner
E-mail:
Any Notice delivered or transmitted to a Party as provided above shall be deemed to have been
given and received on the day it is delivered or transmitted, provided that it is delivered or
transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt.
However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is nota
Business Day then the Notice shall be deemed to have been given and received on the next
Business Day.
Any Party may, from time to time, change its address by giving Notice to the other Parties in
accordance with the provisions of this Section 13.5.
13.6 Enforcement of Agreement
The Parties agree that there would be irreparable damage to the Parties for which monetary
damages, even if available, may not be an adequate remedy if any of the provisions of the Purchase
Agreements (including the failure by any Party to take such actions as are required of it under the
Purchase Agreements to consummate the transactions contemplated by the Purchase Agreements)
was not performed in accordance with its specified terms or was otherwise breached. The Parties
shall accordingly be entitled to an injunction or other equitable relief to prevent breaches of the
Purchase Agreements and to enforce specifically the terms and provisions of the Purchase
Agreements in any court of competent jurisdiction, this being in addition to any other remedy to
which the Parties are entitled at Law or in equity, and any requirement for the securing or posting
of any bond in connection with the obtaining of any such injunctive or other equitable relief is
hereby waived.
13.7 Release
Effective as of the Closing Date, except for any rights or obligations under the Purchase
Agreements, or the rights specified in Section 10.8, any restrictive covenant agreement or any
employment agreement:
LEGAL 1920070410
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(a) each of the Purchasers and the Company on behalf of itself and each of their
Affiliates and each of their respective current and former officers, directors,
employees, partners, members, advisors, successors and assigns, hereby
irrevocably and unconditionally releases and forever discharges each Vendor, its
Affiliates and each of the resigning directors and officers of the Company and the
Subsidiaries of and from any and all actions, causes of action, suits, proceedings,
executions, judgments, duties, debts, dues, accounts, bonds, contracts and
covenants (whether express or implied), claims and demands whatsoever whether
in law or in equity which they may have against any of them, now or in the future,
in respect of any cause, matter or thing occurring or arising on or prior to the date
of this Agreement, in each case, (i) solely in their capacity as equityholders of the
Company or its Subsidiaries, and (ii) but only to the extent that such cause, matter
or thing does not otherwise constitute fraudulent conduct. gross negligence or
willful misconduct; and
(b) each of the Vendors on behalf of themselves and each of their Affiliates and each
of their respective current and former officers, directors, employees, partners,
members, advisors, successors and assigns, hereby irrevocably and unconditionally
releases and forever discharges the Purchasers, the Company and their Affiliates of
and from any and all actions, causes of action, suits, proceedings, executions,
judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether
express or implied), claims and demands whatsoever whether in law or in equity
which they may have against any of them, now or in the future, in respect of any
cause, matter or thing occurring or arising on or prior to the date of this Agreement,
but only to the extent that such cause, matter or thing does not otherwise constitute
fraudulent conduct, gross negligence or intentional misconduct.
13.8 Enurement
This Agreement enures to the benefit of and is binding upon the Parties and their respective heirs,
attorneys, guardians, estate trustees, executors, trustees, successors and permitted assigns, and,
except as set forth in Section 10.6, Section 10.7, Section 10.8, Article 12 and Section 13.7, nothing
herein, expressed or implied, is intended to or shall confer upon any other Person any legal or
equitable benefit, claim, cause of action remedy or right of any kind.
13.9 Amendment
No amendment, supplement, modification or waiver or termination of this Agreement and, unless

otherwise specified, no consent or approval by any Party, is binding unless executed in writing by
the Party to be bound thereby.
13.10 Assignment
None of the Parties to this Agreement may assign its rights or obligations under this Agreement
without the prior written consent of all of the other Parties, except that each Purchaser shall have
the right, without the need for consent thereto, to assign or delegate any or all of its rights and
obligations under this Agreement to (i) any of its Affiliates for so long as they remain Affiliates of
Purchaser, (ii) any financing source as collateral or to any insurer under the R&W Policy or (iii)
subject to such third party assuming the obligations of the Purchaser hereunder, to any third party
LEGAL 1 aw2m70d 10
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who subsequently purchases all or substantially all of the then existing assets of the Company and
its Subsidiaries in a single transaction or series of related transactions. Upon any such assignment,
the assignee or delegatee shall have and may exercise the rights, and shall assume all of the
obligations. that have been assigned or delegated by the assigning or delegating Party, except that,
in the case of clause (i) above, such assignment or delegation shall not release the assigning or
delegating Party from liability in respect of any of the obligations that have been assigned or
delegated in accordance with the foregoing.
13.11 Further Assurances
The Parties shall, with reasonable diligence, do all such things and provide all such reasonable
assurances as may be required to consummate the transactions contemplated by this Agreement,
and each Party shall provide such further documents or instruments required by any other Party as
may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its
pravisions, whether before or after the Closing, provided that the costs and expenses of any actions
taken after Closing at the request of a Party shall be the responsibility of the requesting Party.
13.12 Execution and Delivery
This Agreement may be executed by the Parties in counterparts and may be executed and delivered
by facsimile or other electronic means and all such counterparts together constitute one and the
same agreement.
[The next page is the signature page. |
LEGAL 1 aw2m70d 10
IN WITNESS OF WHICH the Parties have executed this Agreement.
DOMINION VOTING SYSTEMS

LIMITED
By: hs
Name: Lan macvicar
Title: chief Financial officer
215 Spadina Suite 200

Address:
Attn TMaTZCr
Email:
Fax: 416 /628663
Stgnatwre Page to Share Pitrehase Agreenien
IN WITNESS OF WHICH the Parties have executed this Agreement.
CA DOMINION, INC
=
_ SR - =A
=
NameHootan Yaghoobzadeh
ite President
C/O Staple Street Capital. LLC

Address: 1290 Avenue of the Americas, 10th Floor
New York, NY 10104
Attn: Hootan Yaghoobzadeh
Email:
Fax:
Signature Page fo Share Purchase Agreement
JOHN G. POULOS, as Vendors’
Representative
C=
By: SR
= Name. John G. Poulos
Title: president
Signature Page to Share Pitrehase dgreenien
1543959 ONTARIO INC.
By: TT
Name: John G. Poulos
Title: Director
Signature Page fo Share Pitrehase dgreenien
x
John G. Poulos
Stenanere Page to Share Muirehaye dgreaimend
By:
Name: James Hoover
Title: Authorized Signatory
Stgnature Page to Share Pitrehase Agreenien
James Hoover Chandra Magill
(andra Magill
James Hoover Chandra Magill
Senate Page to Share Mirehase dgreonian
Miek Uconsmakio
By:
Name: Nick Ikonomakis
Coram Bvadovic
By:
Name: Goran Obradovic
Govan Phvadonic
Goran Obradovic
Stunature Page to Share Purehase dgreenien
Ian MacVicar
Signature Page to Share Pirchase dgreament
MACVICAR FAMILY TRUST
By: —
Name: lan MacVicar
Title: Trustee
(lnstopluer [sander
Christopher Iskander
lamer (head lung
Aamer Chaudhry
Stenanere Page to Share Mirehaye dgreaimend
-
Panagiotis Androutsos
Stgnature Page fo Share Purchase Agreenien
Hilo Hag
Victor Vasquez
Stunature Page to Share Mirehase dgrecmen
Jed Arad FT
John McKinstry
Stgnature Page to Share Purchase Agreameni
sa
Reed Bodwell
[Dallas Muley
Dallas Newby
Vicky Poulos
Stgtiature Page to Share Purchase Agreement
Hina Poulos
Elena Poulos
Stenature Page to Share Pirehase dgreoniam
FORBES ENERGY LTD.
Koy Koourr
By:
Name: Reg Hoover
Koy toower
Reg Hoover
(Lait. HKeower
Lenore Hoover
Je)
Pp ii i | Ludde
George Poulos
Signature Page to Share Purchase dgreament
Ko derire Theaowakis
Katerine lkonomakis
1613720 ONTARIO LTD.
By:
Name: Vasilis Papanikolaou
Stgnature Page to Share Purchase Agreenien
Drag. Same
Dragan Savic
Andrew Cullen
Stahiature Page ta Share Purchase Agreement
ROBERT BRAUN and CAROLYN BRAUN,
each in his or her capacity as co-trustee of
ROBERT L. BRAUN AND CAROLYN C.
BRAUN CO-TRUSTEES UNDER TRUST
AGREEMENT DATED APRIL 1, 2016
Keloit Bxvowin
By:
Name: Robert Braun
Title: Trustee
By:
Name: Carolyn Braun
Title: Trustee
Stenatere Page ta Share Purchase Agreement
ROBERT BRAUN and CAROLYN BRAUN,
each in his or her capacity as co-trustee of
ROBERT L. BRAUN AND CAROLYN C.
BRAUN CO-TRUSTEES UNDER TRUST
AGREEMENT DATED APRIL 1, 2016
By:
Name: Robert Braun
Title: Trustee
By: Cardi Braun.

Name: Carolyn Braun
Title: Trustee
Stenatere Page ta Share Purchase Agreement
Shandon Wong
Stenanere Page to Share Mirehaye dgreaiment
(Camille Milani
Camillo Milani
Signature Page to Share Purchase dgreament
NORTH HAVEN CREDIT PARTNERS II
L.P.
By: MS Credit Partners II GP L.P.,, its general

partner
By: MS Credit Partners rap Inc., its general

partner
By:
Name:
Title:
Signature Pageto Share Purchase Agreement
(lunstopler (ska dor
Christopher Iskander (held in trust by
BMO Nesbitt Burns for his RRSP
account)
~SOODMANS VENTURE GROUP
NOMINEE IN 3
By:
Name: at Sombie
Title: p> P=
Signature Page to Share Purchase Agreement
Meole (san dur
Nicole Iskander
Stunature Page to Share Mirehase dgreomaen
[sli [sander
Leslie Iskander
THE ISKANDER SPOUSAL TRUST
By:
(urstopluer (ska dur
Name: Christopher Iskander
Title: Trustee
Paul Jason [skandir Alcw ander
Paul 1skander-Alexander
Stunature Page to Share Mirehase dgreomen
James Hoover
Pick Uesnomakia
Nick Tkonomakis
Stunature Page to Share Purehase dgreenien
(allen Poules
Colleen Poulos
Stpnanere Page to Share Purchase dgresment
POULOS FAMILY TRUST
By: Se
Name: John G. Poulos
Title: Trustee
iam Maley
Liam Maley
Gina (ostandiclls
Giovanni Costantiello
Danang (lu
Danny Chiu
Aslam Hiram
Aslam Hirani
(nsfina Fricke
Christina Reich
Sean Bedwell
Sean Bodwell
Stee Papoulias
Steve Papoulias
Martyn, Punt
Martijn Punt
Yanko Stamatowic
Ranko Stamatovic
thon Jia
Masa Bosan Klickovic
Fadovan. kalaydnjec
Radovan Kalajdzic
fad Drmanovic
Rade Djermanovic
Mbesa (iro
Nebojsa Cirovic
Marks bistowic
Marko Krstovic
Mbaysa. Piretamat
Nebojsa Pirocanac
Stunature Page to Share Mirehase dgreoniam
toward (ramer
Howard Cramer
Stor. Moreland
Steve Moreland
Stunature Page to Share Mirehase dgreoniam
loke Manda
Aloke Nanda
Senate Page to Share Mirehase dgreoniam
Waldeep Singh
Stgnature Page to Share Purehase dgreenien
Meale Mollet
Nicole Nollefte
Coram. Movadawe
Goran Obradovic
CERTIFICATE OF SERVICE
I, Brian E. Farnan, hereby certify that on March 7, 2023, a copy of the
foregoing document was served via LexisNexis File&Serve on the following:
Blake Rohrbacher John L. Reed

Katharine L. Mowery Ronald N. Brown, III
Angela Lam DLA PIPER LLP (US)
RICHARDS, LAYTON & FINGER, P.A. 1201 North Market Street, Suite 2100
920 N. King Street Wilmington, DE 19801
Wilmington, DE 19801
[s/ Brian E. Farnan

Brian E. Farnan (Bar No. 4089)
Exhibit 326
Delaware »
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE , DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF INCORPORATION OF “WS DOMINION,
INC.”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF JUNE,
A.D. 2018, AT 6:02 O CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
a.
i
6944838 8100 Authentication: 202947844

SR# 20185324428 Date: 06-25-18
You may verify this certificate online at corp.delaware.gov/authver.shtml
DOM_0071738439
Sate of Delaware
Secretary of State
Division of Corporations
CERTIFICATE OF INCORPORATION Delivered 06:02 PM 06/22/2018
FILED 06:02 PM 06/22/2018
SR 20185524428 - File Number 6944838
OF
US DOMINION, INC.
ARTICLE ONE
The name of the corporation 1s US Dominion, Inc. (hereafter called the

"Corporation”).
ARTICLE TWO
The address of the Corporation's registered office in the State of Delaware 1s 251
Little Falls Drive, m the City of Wilmmgton, County of New Castle, 19808. The name of its
registered agent at such address 1s Corporation Service Company.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is to engage

in any lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
ARTICLE FOUR
The total number of shares of stock which the Corporation has authority to issue
is 1,000 shares of Common Stock, with a par value of $.01 per share.
ARTICLE FIVE
The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
Robert A. Jannusch 300 North LaSalle Street

Chicago, Ilnois 60654
ARTICLE SIX
The Corporation 1s {0 have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by statute, the board
of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the
Corporation.
DOM_0071738440
ARTICLE EIGHT
Meetings of stockholders may be held with or without the State of Delaware, as

the by-laws of the Corporation may provide. The books of the Corporation may be kept outside
the State of Delaware at such place or places as may be designated from time to time by the
board of directors or m the by-laws of the Corporation. Election of directors need not be by
written ballot unless the by-laws of the Corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not
be hable to the Corporation or is stockholders for monetary damages for a breach of fiduciary
duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect
any right or protection of a director of the Corporation existing at the time of such repeal or
modification.
ARTICLE TEN
The Corporation expressly elects not to be governed by Section 203 of the

General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
The Corporation reserves the right to amend, alter, change or repeal any provision
contained in this certificate of mcorporation in the manner now or hereafter prescribed herein
and by the laws of the State of Delaware, and all rights conferred upon stockholders heremn are
granted subject to this reservation.
ARTICLE TWELVE
To the maximum extent permitied from time to time under the law of the State of
Delaware, the Corporation renounces any interest or expectancy of the Corporation mm, or in
bemg offered an opportunity to participate in, busmess opportunities that are from time {0 time
presented to its officers, directors or stockholders, other than those officers, directors or
stockholders who are employees of the Corporation. No amendment or repeal of this ARTICLE
TWELVE shall apply to or have any effect on the liability or alleged liability of any officer,
director or stockholder of the Corporation for or with respect to any opportunities of which such
officer, director, or stockholder becomes aware prior to such amendment or repeal.
DOM_0071738441
I, THE UNDERSIGNED, being the sole incorporator herembefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed
and the facts stated herein are true, and accordingly have hereunto set my hand on the 22nd day
of June, 2018.
/s/Robert A. Jannusch B
Robert A, Jannusch, Sole Incorporator
DOM_0071738442
Exhibit 327
Part 1
For Ministry Use Only Ontario Corparalion Number
Rp: + PI Numéro de Ia société en Ontario
> a E——
nts 1998653
CERTIFICATE CERTIFICAT
THIS 15 lw gency [nat nese CHO ermhe aue les présents
aririo= sie at $e ot
= artrent en igual le
Bows 04 um, 2020

@
Diet
oles por BChons
ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
Form 3 1 The name of the corporation is; (Set out in BLOCK CAPITAL LETTERS)
Business Dénomination sociale actuelle de la société (&crire en LETTRES MAJUSCULES SEULEMENT) :
Corporations |
Act DI{OIM| | [N|I|O|N| [VIO T|I|NG S|Y|S|T|IEM|S| C|O(R|P|O|R
Formule 3
Loi sur les ATION
sociéds par
actions
2, The name of the corporation is changed to (If applicable ): (Set out in BLOCK CAPITAL LETTERS)
Nouvelle dénomination sociale de |a société (s'il y a lieu) (&crire en LETTRES MAJUSCULES SEULEMENT) :
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion :
2018/07/13
(Year, Month, Day)
(année, mais, jour)
4. Complete only if there is a change in the number of directors or the minimum / maximum number of directors,
Il faut remplir cette partie seulement si le nombre d'administrateurs ou si le nombre minimal ou maximal
d'administrateurs a changé,
Number of directors is/are. minimum and maximum number of directors is/are.

Nombre d'administrateurs | nombres minimum et maximum d'administrateurs :
Number minimum and maximum

Nombre inj {
or
ou
5. The articles of the corporation are amended as follows:
Les statuts de [a société sont modifies de la fagon suivante :
See attached pages 1A to 1U.
07118 (2011/05) © Queen's Panter for Ontane, 2011 / @ Imprimeur de ta Reine pour I'Ontano. 2011 Page 1 ofide 2
DOM_0071738480
The articles of the Corporation are amended as follows:
A. by creating an unlimited number of Class D Exchangeable Shares;
13, after giving effect to the foregoing, by changing the reference to the authorized capital
of the Corporation to provide that:
The classes and any maximum number of shares that the Corporation is authorized to issue
shall be as follows:
(1) an unlimited number of Common Shares;
(i) an unlimited number of Class A Exchangeable Shares; and
(iit) an unlimited number of Class D Exchangeable Shares.
C. To substitute the rights, privileges, restrictions and conditions attaching to the Common
Shares and Class A Exchangeable Shares and attach the rights, privileges, restrictions and
conditions to the Class I Exchangeable Shares as follows:
COMMON SHARES
1. Dividends
Subject to the Business Corporations Act (Ontario), the holders of the Common Shares ("Common
Shares") shall be entitled to receive and the Corporation shall pay thereon, as and when declared
by the directors of the Corporation, out of the monies of the Corporation properly applicable to the
payment of dividends in any financial period, such dividends as the directors may in their
discretion declare.
yl Participation in Assets on Dissolution
The holders of the Common Shares shall be entitled to receive, subject to the prior rights of the
Class A Exchangeable Shares and Class D Exchangeable Shares, the remaining property of the
Corporation upon the liquidation, dissolution or winding up of the Corporation or other distribution
of the assets or property of the Corporation, whether voluntary or involuntary.
3. Voting Rights
The holders of the Common Shares shall be entitled to receive notice of, to attend, and to vote at
all meetings of the shareholders of the Corporation. except meetings at which only holders of a
specified class of shares are entitled to attend and vote.
EXCHANGEABLE SHARES
LEGAL_32858486.4
DOM_0071738481
1B
ARTICLE 1
INTERPRETATION
1.1 For the purposes of this Part:
“Affiliate” of any Person means any other Person directly or indirectly controlling. controlled
by. or under common control with, that Person. For the purposes of this definition, “control”
(including, with correlative meanings, the terms “controlled by” and “under common control
with”), as applied to any Person, means the possession by another Person, directly or indirectly,
of the power to direct or cause the direction of the management and policies of that first
mentioned Person, whether through the ownership of voting securities, by contract or otherwise.
“Board of Directors” means the board of directors of the Corporation.
“Business Day” means any day on which commercial banks are open for business in both
Toronto, Ontario and New York, New York.
“Call Notice” has the meaning ascribed thereto in Section 7.3.
“Class A Exchangeable Shares” means the Class A Exchangeable Shares in the capital of the
Corporation having the rights, privileges, restrictions and conditions set forth in this Part.
“Exchange and Support Agreement” means the Amended and Restated Exchange and Support
Agreement dated as of the Original Issuance Date between Parent, the Corporation, DVSC SPV
Ine., DVSC SPV2 Inc., the holders of Class A Exchangeable Shares, and the holders of Class D
Exchangeable Shares as the same may be amended, restated or replaced from time to time.
“Class A Exchange Ratio”, at any time and in respect of each Class A Exchangeable Share,
shall initially be equal to one as at the date of the first issue of Class A Exchangeable Shares.
“Class A Liquidation Amount” has the meaning ascribed thereto in Section 5.2.
“Class A Majority” means holders of at least two-thirds of the Class A Exchangeable Shares
then outstanding.
“Class A Unit” means a Class A Unit of the Parent having the relative rights, powers,
preferences and obligations set forth in the LLC Agreement, and for greater certainty, accruing
as and from the date of first issue of any Class A Unit.
“Class B Unit” means a Class B Unit of the Parent having the relative rights, powers,
preferences and obligations set forth in the LLC Agreement, and for greater certainty, accruing
as and from the date of first issue of any Class B Unit.
“Class D Exchange Ratio”, at any time and in respect of each Class D Exchangeable Share,
shall initially be equal to a ratio of one to 1.13793075 as at the date of the first issue of Class D
Exchangeable Shares.
LEGAL _328584B86.4
DOM_0071738482
1C
“Class D Exchangeable Shares” means the Class D Exchangeable Shares in the capital of the
“Class D Majority” means holders of at least two-thirds of the Class D Exchangeable Shares
then outstanding.
“Common Shares” means the common shares in the capital of the Corporation.
“Corporation” means Dominion Voting Systems Corporation, a corporation amalgamated under

the laws of Ontario.
“Dividend Amount” has the meaning ascribed thereto in Section 7.3.
“Dividend Record Date” means the date, if any, fixed by the Board of Directors as the date for
determining holders of Exchangeable Shares entitled to receive payment of a dividend declared
pursuant to ARTICLE 2 and ARTICLE 2, and if no such date is so fixed, then “Dividend
Record Date” shall be deemed to mean the date on which such dividend is paid to holders of
such class of Exchangeable Shares,
“Exchangeable Shares” means Class A Exchangeable Shares and Class D Exchangeable

Shares.
“Exchange Unit” means a unit consisting of one Class A Unit and one Class B Unit.
“Fair Market Value” means the fair market value of an Exchange Unit determined by the board
of managers of the Parent (or a liquidator) in its judgment in such manner as it deems reasonable
and using all factors, information and data deemed by it to be pertinent, subject to and in
accordance with Section 11.1 of the LLC Agreement,
“Liquidation Date” has the meaning ascribed thereto in Section 5.2,
“Liquidation Call Right” has the meaning ascribed thereto in the Exchange and Support
Agreement.
“Liquidity Event” means any transaction or series of related transactions pursuant to which any
Person(s) or group of related Persons (other than Affiliates of Parent), in the aggregate acquire(s)
(i) securities of Parent possessing vating power (other than voting rights accruing only in the
event of a default or breach) to elect the board of managers of Parent, which in the aggregate,
control a majority of the votes on the board of managers of Parent (whether by merger.
consolidation, reorganization, combination, sale or transfer of the Parent's securities,
securityholder or voting agreement. proxy. power of attormey or otherwise) or (ii) all or
substantially all of Parent's assets determined on a consolidated basis; provided that a Public
Offering (as such term is defined in the LLC Agreement) shall not constitute a Liquidity Event.
“LLC Agreement” means the Limited Liability Company Agreement of Parent, as the same
may be amended, restated or replaced from time to time.
LEGAL_32858486 4
DOM_0071738483
1D
“Original Issuance Date” means the date upon which the first Class A Exchangeable Share was
issued by CA Dominion, Inc.. a predecessor of the Corporation.
“Parent” means SSC Dominion Holdings, LLC, a limited liability company tormed under the
laws of the State of Delaware and any successor thereto.
“Parent Distribution Payment Date” means any date on which Parent makes a distribution on
the Class A Units and/or the Class B Units.
“Person” includes any individual, firm, partnership, joint venture, venture capital fund,
association, trust, trustee, executor, administrator, legal personal representative, estate, group,
body corporate, corporation, unincorporated association or organization, government body,
syndicate or other entity, whether or not having legal status.
“Purchase Price” has the meaning ascribed thereto in Section 7.2.
“Redemption Call Purchase Price” has the meaning ascribed thereto in the Exchange and
Support Agreement.
“Redemption Call Right” has the meaning ascribed thereto in the Exchange and Suppor
Agreement,
“Redemption Date” means the date, if any, established by the Board of Directors for the
redemption by the Corporation of’ Exchangeable Shares pursuant to ARTICLE 8, which date is
the earliest of’
(a) the effective date in respect of a Liquidity Event, provided that if a majority of the
hoard of managers of Parent determines, in good faith and in their sole discretion,
that:
(1) it is not reasonably practicable to continue or substantially replicate the

terms and conditions of the Exchangeable Shares in connection with such
Liquidity Event or that the redemption of all but not less than all of the
outstanding Exchangeable Shares is necessary to enable the completion of
such Liquidity Event in accordance with its terms: or
(ii) the consideration payable to the holders of Class A Units and Class B Units
in such Liquidity Event is cash,
then in either such instance the board of managers of Parent may accelerate such
redemption date to such date prior to the Liquidity Event as such board may
determine, upon such number of days of prior written notice to the registered
holders of Exchangeable Shares as the board of managers of Parent may determine
in its sole discretion to be reasonably practicable in such circumstances; provided
that Parent and the board of managers of Parent shall use all commercially
reasonable efforts to ensure that any such redemption is effective only upon, and is
conditional upon, the closing of the Liquidity Event;
LEGAL _32858486.4
DOM_0071738484
1E
(b) the date specified by the written consent or agreement of the Class A Majority or
Class D Majority, as applicable; or
(c) any date specified by the Board of Directors on or after the date that the Income
Tax Act (Canada) is amended to permit the holders of Exchangeable Shares to effect
an exchange for Exchange Units without creating a taxable event under the /ncome
Tax Act (Canada) for the holders of Exchangeable Shares.
“Redemption Price” has the meaning ascribed thereto in Section 8.1.
“Retracted Shares” has the meaning ascribed thereto in Section 7.1(a),
“Retraction Call Right” has the meaning ascribed thereto in Section 7.1(c),
“Retraction Date” has the meaning ascribed thereto in Section 7.1(b).
“Retraction Price” has the meaning ascribed thereto in Section 7.1.
“Retraction Request” has the meaning ascribed thereto in Section 7.1.
“Special Dividend” means any cash dividend to be paid on the Exchangeable Shares from time
to time, resulting from the payment of a dividend by Parent on the Class A Units and/or Class B
Units, which cash dividend would, in the good faith determination of the Board of Directors, be
subject to tax under Part V1.1 of the Income Tax Aci (Canada),
“Special Dividend Call Right” has the meaning ascribed thereto in the Exchange and Support
Agreement,
1.2 Unless otherwise indicated. any reference to an “Article” or “Section” shall be a reference
to that Article or Section herein.
ARTICLE 2
DIVIDENDS: CLASS A EXCHANGEABLE SHARES
2.1 Subject to Sections 2.4 and 2.5, a holder of a Class A Exchangeable Share shall be entitled
to receive, and the Board of Directors shall, subject to applicable law, on each Parent Distribution
Payment Date, declare a dividend on each Class A Exchangeable Share:
(a) in the case of a cash distribution other than (i) 2 Special Dividend (provided that
Parent has exercised its Special Dividend Call Right as defined in the Exchange
and Support Agreement) or (ii) a Tax Distribution (as defined in Section 4.2 of the
LLC Agreement), paid on the Class A Units and/or Class B Units, in an amount in
cash for each Class A Exchangeable Share on the Parent Distribution Payment
Date, in each case, equal to the cash distribution paid on each Class A Unit and/or
Class B Unit, in each case, multiplied by the Class A Exchange Ratio:
(b) subject to the remainder of this Section 2.1, in the case of a distribution paid on the
Class A Units and/or Class B Units to be paid in additional Class A Units and/or
LEGAL_32R5B486.4
DOM_0071738485
LF
Class B Units, in such number of Class A Exchangeable Shares for each Class A
Exchangeable Share as is equal to the number of Class A Units and/or Class B Units
to be paid as a dividend on each Class A Unit and/or Class B Unit: or
(c) in the case of a distribution paid on the Class A Units and/or Class B Units in
property other than cash or additional Class A Units and/or Class B Units, in such
type and amount of property for each Class A Exchangeable Share as is the same
as or economically equivalent to (to be determined by the Board of Directors in
accordance with Section 11,2) the type and amount of property paid as a
distribution on each Class A Unit and/or Class B Unit, in each case, multiplied by
the Class A Exchange Ratio. Such dividends shall be paid out of money, assets or
property of the Corporation properly applicable to the payment of dividends, or out
of authorized but unissued shares of the Corporation, as applicable.
In the case of a distribution paid on the Class A Units and/or Class B Units ta be paid in
additional Class A Units and/or Class B Units, in lieu of declaring the share dividend
contemplated by Section 2.1(b), the Board of Directors, acting in good faith, may, in its
discretion and subject to applicable law, subdivide, re-divide or change (the “subdivision”)
each issued and unissued Class A Exchangeable Share on the basis that each Class A
Exchangeable Share before the subdivision becomes a number of Class A Exchangeable
Shares as is equal to the sum of (i) a Exchange Unit and (ii) the number of Class A Units
and/or Class B Units to be paid as a distribution on Class A Units and/or Class B Units. In
such instance, and notwithstanding any other provision hereof, such subdivision shall
become effective on the effective date specified in Section 2.3 without any further act or
formality on the part of the Board of Directors or of the holders of Class A Exchangeable
Shares. For greater certainty, no approval of the holders of Class A Exchangeable Shares
to an amendment to the articles of the Corporation shall be required to give effect to such
subdivision.
In the case that Parent exercises its Special Dividend Call Right (as defined in the Exchange
and Support Agreement), the Board of Directors, acting in good faith shall, subject to
applicable law effect a subdivision each issued and unissued Class A Exchangeable Share
on the basis that each holder of a Class A Exchangeable Share before the subdivision shall,
alter the subdivision is effected, hold that number of Class A Exchangeable Shares equal
to the number of Class A Exchangeable Shares held by such holder immediately prior to
the Parent's exercise of the Special Dividend Call Right (as defined in the Exchange and
Support Agreement). In such instance, and notwithstanding any other provision hereof,
such subdivision shall become effective on the effective date specified in Section 2.3
without any further act or formality on the part of the Board of Directors or of the holders
of Class A Exchangeable Shares. For greater certainty, no approval of the holders of Class
A Exchangeable Shares to an amendment to the articles of the Corporation shall be required
to give effect to such subdivision.
2.2 Cheques of the Corporation payable at par at any branch of the bankers of the Corporation
or, at the Corporation's election, a wire transfer of immediately available funds to an account
specified by a holder, shall be issued or sent in respect of any cash dividends contemplated by
Section 2.1(a) and the sending of such a cheque or wire transfer to each holder of Class A
LEGAL_32B58486.9
DOM_0071738486
1G
Exchangeable Shares shall satisfy the cash dividend represented thereby unless the cheque is not
paid on presentation or the wire transfer is not received. Certificates registered in the name of each
registered holder of Class A Exchangeable Shares may be issued or transferred in respect of any
share dividends contemplated by Section 2.1(b) and the sending of such a certificate to any such
holder shall satisfy the share dividend represented thereby. Such other type and amount of property
in respect of any dividends contemplated by Section 2.1(c) shall be issued, distributed or
transferred by the Corporation in such manner as it shall determine and the issuance, distribution
or transfer thereof by the Corporation to each holder of Class A Exchangeable Shares shall satisfy
the dividend represented thereby. No holder of Class A Exchangeable Shares shall be entitled to
recaver by action or other legal process against the Corporation any dividend that is represented
by a cheque that has not been duly presented to the Corporation’s bankers for payment or that
otherwise remains unclaimed for a period of six years from the date on which such dividend was
payable.
2.3 The record date for the determination of the holders of Class A Exchangeable Shares
entitled to receive payment of, and the payment date for, any dividend declared on the Class A
Exchangeable Shares under Section 2.1 shall be the same dates as the record date and payment
date, respectively, for the corresponding distribution paid on the Class A Units and/or Class B
Units, as applicable.
2.4 If on any payment date for any dividends declared on the Class A Exchangeable Shares
under Section 2.1 the dividends are not paid in full on all of the outstanding Class A Exchangeable
Shares, any such dividends that remain unpaid are to be paid on a subsequent date or dates
determined by the Board of Directors on which the Corporation has sufficient money, assets or
property properly available to the payment of such dividends,
2.5 A holder of Class A Exchangeable Shares is not entitled to receive any dividends in respect
of Class A Exchangeable Shares other than specifically provided for under this ARTICLE 2.
ARTICLE 3
DIVIDENDS: CLASS D EXCHANGEABLE SHARES
3.1 Subject to Sections 2.4 and 2.3, a holder of a Class D Exchangeable Share shall be entitled
10 receive, and the Board of Directors shall, subject to applicable law, on each Parent Distribution
Payment Date, declare a dividend on each Class D Exchangeable Share:
(a) in the case of a cash distribution other than (i) a Special Dividend (provided that
cash for each Class D Exchangeable Share on the Parent Distribution Payment
Class B Unit, in each case, multiplied by the Class D Exchange Ratio;
(bY) subject to the remainder of this Section 2.1, in the case of a distribution paid on the
Class B Units, in such number of Class D Exchangeable Shares for each Class D
LEGAL _32858486.4
DOM_0071738487
IH
to be paid as a dividend on each Class A Unil and/or Class B Unit; or
{¢) in the case of a distribution paid on the Class A Units and/or Class B Units in
type and amount of property for each Class D Exchangeable Share as is the same
accordance with Section 11.2) the type and amount of property paid as a
the Class D Exchange Ratio. Such dividends shall be paid out of money, assets or
In the case of a distribution paid on the Class A Units and/or Class B Units to be paid in
discretion and subject to applicable law, subdivide, re-divide or change (the “subdivision™)
each issued and unissued Class D Exchangeable Share on the basis that each Class D
Exchangeable Share before the subdivision becomes a number of Class D Exchangeable
formality on the part of the Board of Directors or of the holders of Class D Exchangeable
Shares. For greater certainty, no approval of the holders of Class D Exchangeable Shares
to an amendment lo the articles of the Corporation shall be required to give effect to such
subdivision.
applicable law effect a subdivision each issued and unissued Class DD Exchangeable Share
on the basis that each holder of a Class D Exchangeable Share before the subdivision shall,
after the subdivision is effected, hold that number of Class D Exchangeable Shares equal
to the number of Class D Exchangeable Shares held by such holder immediately prior to
Support Agreement). In such instance, and notwithstanding any other provision hereof.
of Class D Exchangeable Shares. [For greater certainty, no approval of the holders of Class
D Exchangeable Shares to an amendment to the articles of the Corporation shall be required
or, at the Corporation’s election, a wire transfer of immediately available funds to an account
Section 2.1(a) and the sending of such a cheque or wire transfer to each holder of Class D
LEGAL _32B58486.4
DOM_0071738488
11
registered holder of Class D Exchangeable Shares may be issued or transferred in respect of any
or transfer thereof by the Corporation to each holder of Class D Exchangeable Shares shall satisfy
the dividend represented thereby. No holder of Class D Exchangeable Shares shall be entitled to
recover by action or other legal process against the Corporation any dividend that is represented
by a cheque that has not been duly presented to the Corporation's bankers for payment or that
payable.
3.3 The record date for the determination of the holders of Class D Exchangeable Shares
entitled to receive payment of, and the payment date for, any dividend declared on the Class D
Units, as applicable,
34 If on any payment date for any dividends declared on the Class D Exchangeable Shares
under Section 2.1 the dividends are not paid in full on all of the outstanding Class D Exchangeable
property properly available to the payment of such dividends.
3.5 Aholder of Class D Exchangeable Shares is not entitled to receive any dividends in respect
of Class D Exchangeable Shares other than specifically provided for under this ARTICLE 2.
ARTICLE 4
CERTAIN RESTRICTIONS
4.1 So long as any of the Exchangeable Shares are outstanding, the Corporation shall not at
any time without, but may at any (ime with, the approval of the holders of each class of
Exchangeable Shares given as specified in Section 10.3;
(a) redeem or purchase Common Shares or any other shares ranking junior to the
Exchangeable Shares;
(b) redeem or purchase any other shares of the Corporation ranking equally with the
Exchangeable Shares with respect to the payment of dividends or on any liquidation
distribution; or
(¢) create and issue any new class of shares of the Corporation ranking equally with,
or superior to, the Exchangeable Shares (excluding Common Shares) with respect
to the payment of dividends or on any liquidation distribution, other than by way
of share dividends 10 the holders of such Exchangeable Shares,
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The above restrictions shall not apply if all dividends on the outstanding Exchangeable Shares
corresponding to distributions paid to date on Class A Units and/or Class B Units, as applicable,
shall have been declared and paid or reflected in the Class A Exchange Ratio ot the Class D
Exchange Ratio, as the case may be.
ARTICLE §
DISTRIBUTION ON LIQUIDATION: CLASS A EXCHANGEABLE SHARES
5.1 Each Class A Exchangeable Share is entitled to a preference over the Common Shares and
any other shares ranking junior to the Class A Exchangeable Shares with respect to the distribution
of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, or any other distribution of the assets of the Corporation among its
shareholders for the purpose of winding up its affairs.
5.2 In the event of the liquidation, dissolution or winding-up of the Corporation or any other
distribution of the assets of the Corporation among its shareholders for the purpose of winding up
its affairs, subject in all circumstances to the exercise by Parent of the Liquidation Call Right, a
holder of Class A Exchangeable Shares shall be entitled, subject to applicable law, to receive from
the assets of the Corporation in respect of each Class A Exchangeable Share held by such holder
on the effective date (the “Liquidation Date”) of such liquidation, dissolution or winding-up,
before any distribution of any part of the assets of the Corporation among the holders of the
Common Shares or any other shares ranking junior to the Class A Exchangeable Shares, an amount
per share equal to the Fair Market Value of an Exchange Unit on the last Business Day prior to the
Liquidation Date multiplied by the Class A Exchange Ratio (the “Class A Liquidation Amount”),
which shall be satisfied in full by the Corporation causing to be delivered to such holder with
respect to each Class A Exchangeable Share that number of Exchange Units equal to the Class A
Exchange Ratio, together with all declared and unpaid dividends on each such Class A
Exchangeable Share held by such holder on any Dividend Record Date which occurred prior to
the Liquidation Date (but without duplication of any portions of the Class A Liquidation Amount),
5.3 On or promptly after the Liquidation Date, the Corporation shall cause to be delivered to
the holders of the Class A Exchangeable Shares the Class A Liquidation Amount for each such
Class A Exchangeable Share upon presentation and surrender of the certificates representing such
Class A Exchangeable Shares (if any). together with such other documents and instruments as may
be required to effect a transfer of Class A Exchangeable Shares under the Business Corporations
Act (Ontario) and the articles of the Corporation and such additional documents and instruments
as the Corporation may reasonably require, at the registered oftice of the Corporation. Payment of
the total Class A Liquidation Amount for such Class A Exchangeable Shares shall be made by
delivering to each holder the Class A Units and Class 3 Units comprising the applicable number
of Exchange Units (which units shall be free and clear of any lien, claim or encumbrance) and a
cheque of the Corporation payable at par at any branch of the bankers of the Corporation, or wire
transfer of immediately available funds, in respect of the remaining portion, if any, of the total
Class A Liquidation Amount (in each case less any amounts withheld on account of tax required
to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the
Class A Exchangeable Shares shall cease to be holders of such Class A Exchangeable Shares and
shall not be entitled to exercise any of the rights of holders in respect thereof. other than the right
to receive their proportionate part of the total Class A Liquidation Amount, unless delivery of the
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total Class A Liquidation Amount for such Class A Exchangeable Shares shall not be made upon
presentation and surrender of share certificates in accordance with the foregoing provisions, in
which case the rights of the holders shall remain unaffected until the total Class A Liquidation
Amount has been delivered in the manner hereinbefore provided. The Corporation shall have the
right at any time after the Liquidation Date to deposit or deliver (as the case may be) or cause to
be deposited or delivered the total Class A Liquidation Amount in respect of the Class A
Exchangeable Shares represented by certificates that have not at the Liquidation Date been
surrendered by the holders thereof in or to a custodial account with any chartered bank or trust
company in Canada, Upon such deposit or delivery being made, the rights of the holders of such
Class A Exchangeable Shares shall be limited to receiving their proportionate part of the total
to be deducted and withheld therefrom) for such Class A Exchangeable Shares, against
presentation and surrender of the said certificates held by them, respectively, in accordance with
the foregoing provisions. Upon such delivery or deposit of the total Class A Liquidation Amount,
the holders of the relevant Class A Exchangeable Shares shall thereafter be considered and deemed
for all purposes ta be holders of the Exchange Units delivered to them or the custodian on their
behalf.
54 After the Corporation has satisfied its obligations to pay or otherwise deliver the holders
of the Class A Exchangeable Shares the Class A Liquidation Amount per Class A Exchangeable
Share pursuant to Section 5.2, such holders shall not be entitled to share in any further distribution
of the assets of the Corporation (for clarity, the provisions of this Section 5.4 shall not preclude
such holders from receiving proceeds in connection with their ownership interests in Parent, if
any), For greater certainty, the Class A Liquidation Amount may only be satisfied through the
receipt of the Exchange Units and not through any other assets of the Corporation.
ARTICLE 6
DISTRIBUTION ON LIQUIDATION: CLASS D EXCHANGEABLE SHARES
6.1 Fach Class D Exchangeable Share is entitled to a preference over the Common Shares and
any other shares ranking junior to the Class D Exchangeable Shares with respect to the distribution
holder of Class I) Exchangeable Shares shall be entitled, subject to applicable law, to receive from
the assets of the Corporation in respect of each Class D Exchangeable Share held by such holder
on the Liquidation Date of such liquidation, dissolution or winding-up, before any distribution of
any part of the assets of the Corporation among the holders of the Common Shares or any other
shares ranking junior to the Class D Exchangeable Shares, an amount per share equal to the Fair
Market Value of an Exchange Unit on the last Business Day prior to the Liquidation Date
multiplied by the Class D Exchange Ratjo (the “Class D Liquidation Amount”), which shall be
satisfied in full by the Corporation causing to be delivered to such holder with respect to each
Class D Exchangeable Share that number of Exchange Units equal to the Class D Exchange Ratio,
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together with all declared and unpaid dividends on each such Class D Exchangeable Share held by
such holder on any Dividend Record Date which occurred prior to the Liquidation Date (but
without duplication of any portions of the Class D Liquidation Amount).
the holders of the Class ID Exchangeable Shares the Class D Liquidation Amount for each such
Class D Exchangeable Share upon presentation and surrender of the certificates representing such
Class D Exchangeable Shares (if any), together with such other documents and instruments as may
be required to effect a transfer of Class D Exchangeable Shares under the Business Corporations
as the Corporation may reasonably require, at the registered office of the Corporation, Payment of
the total Class D Liquidation Amount for such Class D Exchangeable Shares shall be made by
delivering to each holder the Class A Units and Class B Units comprising the applicable number
cheque of the Corporation payable at pat at any branch of the bankers of the Corporation, or wire
Class D Liquidation Amount (in each case less any amounts withheld on account of tax required
Class D Exchangeable Shares shall cease to be holders of such Class D Exchangeable Shares and
shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right
to receive their proportionate part of the total Class D Liquidation Amount, unless delivery of the
total Class D Liquidation Amount for such Class D Exchangeable Shares shall not be made upon
which case the rights of the holders shall remain unaffected until the total Class D Liquidation
Amount has been delivered in the manner hereinbefore provided, The Corporation shall have the
be deposited or delivered the total Class D Liquidation Amount in respect of the Class D
company in Canada. Upon such deposit or delivery being made, the rights of the holders of such
Class D Exchangeable Shares shall be limited to receiving their proportionate part of the total
Class D Liquidation Amount (in each case less any amounts withheld on account of 1ax required
to be deducted and withheld therefrom) for such Class D [Exchangeable Shares, against
the foregoing provisions. Upon such delivery or deposit of the total Class D Liquidation Amount,
the holders of the relevant Class D Exchangeable Shares shall thereafter be considered and deemed
for all purposes to be holders of the Exchange Units delivered to them or the custodian on their
behall.
6.4 After the Corporation has satisfied its obligations to pay or otherwise deliver the holders
of the Class D Exchangeable Shares the Class D Liquidation Amount per Class D Exchangeable
any). For greater certainty, the Class D Liquidation Amount may only be satisfied through the
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ARTICLE 7
RETRACTION OF EXCHANGEABLE SHARES BY HOLDER
7.1 Holders of Exchangeable Shares shall be entitled, at any time, subject to the exercise by
Parent of the Retraction Call Right and otherwise upon compliance with the provisions of this
ARTICLE 7. to require the Corporation to redeem any or all of the Exchangeable Shares registered
in the name of such holder for an amount per share equal to the Fair Market Value of the
corresponding Exchange Units as of the Retraction Date multiplied by the Class A Exchange Ratio
or Class D Exchange Ratio, as applicable (the “Retraction Price™), which shall be satisfied in full
by the Corporation causing to be delivered to such holder with respect to (A) each Class A
Exchangeable Share, that number of Exchange Units equal to the Class A Exchange Ratio for each
such Class A Exchangeable Share presented and surrendered by the holder, and (B) each Class D
Exchangeable Share, that number of Exchange Units equal to the Class D Exchange Ratio for each
such Class D Exchangeable Share presented and surrendered by the holder in each case, together
with, on the payment date therefor, all declared and unpaid dividends on any such Exchangeable
Share held by such holder on any Dividend Record Date which occurred prior to the Retraction
Date. To effect such redemption, the holder shall present and surrender at the registered office of
the Corporation the certificate or certificates (if any) representing the Exchangeable Shares which
the holder desires to have the Corporation redeem, together with such other documents and
instruments as may be required to effect a transfer of such Exchangeable Shares under the Business
Corporations Act (Ontario) (or such other applicable corporations statute) and the articles of the
Corporation and such additional documents and instruments as the Corporation may reasonably
require, and together with a duly executed statement in the form of Schedule A hereto (a
“Retraction Request”) or in such other form as may be acceptable to the Corporation:
(a) specifying that the holder desires to have all or any number specified therein of the
Exchangeable Shares represented by such certificate or certificates (the “Retracted
Shares”) redeemed by the Corporation;
(b) stating the Business Day on which the holder desires to have the Corporation
redeem the Retracted Shares (the “Retraction Date™); and
(c) acknowledging the overriding right of Parent in all circumstances to purchase some
or all of the Retracted Shares directly from the holder (the “Retraction Call
Right”) and that the Retraction Request shall be deemed to be a revocable offer by
the holder to sell the Retracted Shares to Parent, as applicable, in accordance with
the Retraction Call Right on the terms and conditions set out in Section 7.3.
7.2 Subject in all circumstances to the exercise by Parent of the Retraction Call Right, upon
receipt by the Corporation in the manner specified in Section 7.1 of a certificate or certificates
representing the number of Exchangeable Shares which the holder desires to have the Corporation
redeem, together with a Retraction Request, the Corporation shall redeem the Retracted Shares
effective on the Retraction Date and shall cause to be delivered to such holder the total Retraction
Price with respect to such shares, provided that all declared and unpaid dividends for which the
record date has occurred prior to the Retraction Date shall be paid on the payment date for such
dividends. If only a part of the Exchangeable Shares represented by any certificate are redeemed
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(or purchased by Parent pursuant to the Retraction Call Right), a new certificate for the balance of
such Exchangeable Shares shall be issued to the holder at the expense of the Corporation.
7.3 Upon receipt by the Corporation of a Retraction Request. the Corporation shall
immediately notify Parent thereof. In order to exercise the Retraction Call Right, Parent must
notify the Corporation of its determination to do so (the “Call Notice”) within five Business Days
of notification to Parent by the Corporation of the receipt by the Corporation of the Retraction
Request. If Parent does not so notify the Corporation within such five Business Day period, the
Corporation will notify the holder as soon as possible, but no later than two Business Days,
thereafter that Parent will not exercise the Retraction Call Right, If Parent delivers the Call Notice
within such five Business Day period, the Retraction Request shall thereupon be considered only
to be an offer by the holder 10 sell the Retracted Shares to Parent in accordance with the Retraction
Call Right. In such event, the Corporation shall not redeem the Retracted Shares and Parent shall
purchase from such holder and such holder shall sell to Parent on the Retraction Date the Retracted
Shares for a purchase price (the “Purchase Price”) per share equal to the Retraction Price per
share, plus, on the designated payment date therefor, to the extent not paid by the Corporation on
the designated payment date therefor, an additional amount equivalent to the full amount of all
declared and unpaid dividends on each such Retracted Share held by such holder on any Dividend
Record Date which occurred prior to the Retraction Date (the “Dividend Amount”). For the
purposes of completing a purchase pursuant to its Retraction Call Right, Parent shall comply with
Section 7.4. Provided that Parent has complied with Section 7.4, the closing of the purchase and
sale of the Retracted Shares pursuant to the Retraction Call Right shall be deemed to have occurred,
in the determination of the Board of Directors, as at the close of business on the Retraction Date
(such applicable date and time, the “Retraction Closing”) and, for greater certainty, no
redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date,
In the event that Parent does not deliver a Call Notice within such five Business Day period, the
Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise
contemplated in this ARTICLE 7,
7.4 The Corporation or Parent, as the case may be, shall deliver (or cause to be delivered) to
the holder of the Retracted Shares, at the address of the holder recorded in the securities register
of the Corporation or at the address specified in the holder's Retraction Request or by holding for
pick-up by the holder at the registered office of the Corporation, certificates or other evidence of
ownership with respect to the Class A Units and Class B Units comprising the applicable number
of Exchange Units (which Class A Units and Class B Units shall be free and clear of any lien,
claim or encumbrance) registered in the name of the holder or in such other name as the holder
may request (subject to any restrictions provided in the LLC Agreement), and, if applicable and
on or before the payment date therefor, a cheque payable at par at any branch of the bankers of the
Corporation or Parent, or a wire transfer of immediately available funds, representing the aggregate
Dividend Amount in payment of the total Retraction Price or the total Purchase Price, as the case
may be, in each case. less any amounts withheld on account of tax required to be deducted and
withheld therefrom, and such delivery of such certificates or other evidence of ownership and
cheques, or wire transfers, on behalf of the Corporation or Parent, as the case may be, shall be
deemed to be payment of and shall satisfy and discharge all liability for the total Retraction Price
or total Purchase Price, as the case may be.
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7.5 On and after the Retraction Date or Retraction Closing (as the case may be), the holder of
the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled
to exercise any of the rights of a holder in respect thereof, other than the right to receive its
proportionate part of the total Retraction Price or total Purchase Price, as the case may be, unless
upon presentation and surrender of certificates in accordance with the foregoing provisions,
delivery of the total Retraction Price or the total Purchase Price, as the case may be, shall not be
made as provided in Section 7.4, in which case the rights of such holder shall remain unaffected
until the total Retraction Price or the total Purchase Price, as the case may be, has been delivered
in the manner hereinbefore provided. On and after the close of business on the Retraction Date or
the Retraction Closing (as the case may be), provided that presentation and surrender of certificates
and delivery of the total Retraction Price or the total Purchase Price, as the case may be, has been
made in accordance with the foregoing provisions, the holder of the Retracted Shares so redeemed
by the Corporation or purchased by Parent shall thereafter be considered and deemed for all
purposes to be a holder of any Class A Units and Class B Units comprising the applicable number
of Exchange Units delivered to it.
7.6 Notwithstanding any other provision of this ARTICLE 7, the Corporation shall not be
obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent
that such redemption of Retracted Shares would be contrary to solvency requirements or other
provisions of applicable law. If the Corporation believes that on any Retraction Date it would not
be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on
such date, and provided that Parent shall not have exercised the Retraction Call Right with respect
to the Retracted Shares, the Corporation shall only be obligated to redeem Retracted Shares
specified by a holder in a Retraction Request to the extent of the maximum number that may be so
redeemed (rounded down to a whole number of shares) as would not be contrary to such provisions
and shall notify the holder at least two Business Days prior to the Retraction Date as to the number
of Retracted Shares which will not be redeemed by the Corporation, In any case in which the
redemption by the Corporation of Retracted Shares would be contrary to solvency requirements or
other provisions of applicable law, the Corporation shall redeem the maximum number of
Exchangeable Shares which the Board of Directors determines the Corporation is. on the
Retraction Date, permitted to redeem, which shall be selected as nearly as may be pro rata
(disregarding fractions) in proportion to the total number of Exchangeable Shares tendered for
retraction by each holder thereof and the Corporation shall issue to each holder of Retracted Shares
a new certificate, at the expense of the Corporation, representing the Retracted Shares not
redeemed by the Corporation pursuant to Section 7.2.
ARTICLE 8
REDEMPTION OF EXCHANGEABLE SHARES BY TIIE CORPORATION
8.1 Subject to applicable law, and provided Parent has not exercised the Redemption Call
Right, the Corporation shall on any Redemption Date redeem all, but not less than all, of the then
outstanding Exchangeable Shares for an amount per share equal to the Fair Market Value of the
corresponding Exchange Unit on the last Business Day prior to the Redemption Date multiplied
by the Class A Exchange Ratio or Class D Exchange Ratio, as applicable (the “Redemption
Price”). which shall be satisfied in full by the Corporation causing to be delivered to such holder,
with respect to (A) each Class A Exchangeable Share held, that number of Exchange Units equal
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10 the Class A Exchange Ratio, and (B) each Class D Exchangeable Share held. that number of
Exchange Units equal to the Class D Exchange Ratio, together with, on the payment date therefor,
all declared and unpaid dividends on any such Exchangeable Share held by such holder on any
Dividend Record Date which occurred prior to the Redemption Date,
82 In any case of a redemption of Exchangeable Shares under this ARTICLE 8, the

Corporation shall, not less than five and no more than 60 days before the Redemption Date (other
than a Redemption Date in relation to a Liquidity Event), send or cause to be sent to each holder
of such Exchangeable Shares a notice in writing of the redemption by the Corporation or the
purchase by Parent under the Redemption Call Right, as the case may be, of such Exchangeable
Shares held by such holder. In the case of a Redemption Date established in connection with a
Liquidity Event, the writen notice of redemption by the Corporation or the purchase by Parent
under the Redemption Call Right will be sent on or before the Redemption Date, on as many days
prior written notice as may be determined by the Board of Directors to be reasonably practicable
in the circumstances, In any such case, such notice shall set out the Redemption Price or the
Redemption Call Purchase Price (or the Board of Directors’ good faith estimate thereof), as the
case may be, the Redemption Date and, if applicable, particulars of the Redemption Call Right,
83 On or after the Redemption Date and subject to the exercise by Parent of the Redemption
Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares
to be redeemed the Redemption Price for each such Exchangeable Share, together with the full
amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder
on any Dividend Record Date which occurred prior to the Redemption Date, upon presentation
and surrender at the registered office of the Corporation, together with such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under the Business
Corporations Act (Omario) (or such other applicable corporations statute) and the articles of the
require. Delivery of the total Redemption Price for such Exchangeable Shares. together with
payment of any such dividends, shall be made by delivery to each holder, at the address of the
holder recorded in the securities register of the Corporation or by holding for pick-up by the holder
at the registered office of the Corporation, of certificates or other evidence of ownership
representing Class A Units and Class B Units comprising the applicable number of Exchange Units
(which units shall be free and clear of any lien, claim or encumbrance) and. if applicable, a cheque
of the Corporation payable at par at any branch of the bankers of the Corporation. or wire transfer
of immediately available funds, in payment of any such dividends, in each case, less any amounts
withheld on account of tax required to be deducted and withheld therefrom. On and after the
Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be
holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of
holders in respect thereof other than the right to receive their proportionate part of the aggregate
Redemption Price and any such dividends, unless payment of the aggregate Redemption Price and
any such dividends for such Exchangeable Shares shall not be made upon presentation and
surrender of certificates in accordance with the foregoing provisions, in which case the rights of
the holders shall remain unaffected until the aggregate Redemption Price and any such dividends
have been satistied in the manner hereinbefore provided. The Corporation shall have the right at
any time after the sending of notice of its intention to redeem the Exchangeable Shares as aforesaid
to deliver or deposit, as the case may be, or cause lo be delivered or deposited the aggregate
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Redemption Price for and the full amount of such dividends on the Exchangeable Shares so called
for redemption 10 or in a custodial account with any chartered bank or trust company in Canada
named in such notice, less any amounts withheld on account of tax required to be deducted and
withheld therefrom, Upon the later of such deposit being made and the Redemption Date, the
Exchangeable Shares shall be redeemed and the rights of the holders thereof after such deposit or
Redemption Date, as the case may be. shall be limited to receiving their proportionate part of the
aggregate Redemption Price and such dividends for such Exchangeable Shares so deposited,
against presentation and surrender of the said certificates held by them respectively, in accordance
with the foregoing provisions. Upon such delivery or deposit of the aggregate Redemption Price
and the full amount of such dividends, the holders of the Exchangeable Shares shall thereafter be
considered and deemed for all purposes to be holders of any Exchange Units delivered to them or
the custodian on their behalf.
ARTICLE 9
VOTING RIGHTS
9.1 Except as required by applicable law and by ARTICLE 10, the holders of the Exchangeable
Shares shall not be entitled as such 10 receive notice of ar to attend any meeting of the shareholders
of the Corporation or to vote at any such meeting.
9.2 Subject to Article 10 below, the holders of the Exchangeable Shares are not entitled to vote
separately as a class or dissent upon a proposal to amend the articles of the Corporation to:
(i) increase or decrease any maximum number of authorized shares of any class other
than the Exchangeable Shares or increase any maximum number of authorized
shares of any class or series having rights or privileges equal or superior to the
(ii) effect an exchange, reclassification or cancellation of the shares of any class other
than the Exchangeable Shares; or
(iii) create a new class or series of shares equal or superior to the Exchangeable
Shares;
provided that, the Corporation shall not, by any such amendment, avoid or seck to avoid the
observance or performance of any of the terms to be abserved or performed as set out herein.
ARTICLE 10
AMENDMENT AND APPROVAL
10.1 The rights, privileges, restrictions and conditions attaching to the Class A Exchangeable
Shares may be added to, changed or removed only with the approval of the Class A Majority.
10.2 The rights, privileges, restrictions and conditions attaching to the Class D Exchangeable
Shares may be added to, changed or removed only with the approval of the Class D Majority.
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1(L3 Any approval given by the holders of the Exchangeable Shares to add to, change or remove
any right, privilege, restriction or condition attaching to such Exchangeable Shares or any other
matter requiring the approval or consent of the holders of such Exchangeable Shares at law shall
be deemed to have been sufficiently given if it shall have been given in accordance with applicable
law and the by-laws of the Corporation.
10.4 Each holder of Exchangeable Shares acknowledges that the Exchangeable Shares are
intended to confer the same economic rights and benefits as the corresponding Class A Units and
Class B Units comprising the Exchange Units (but without holding such Class A Units and Class
B Units comprising the Exchange Units). and all terms and provisions herein shall be interpreted
to give effect to such intention. Notwithstanding anything herein to the contrary, if it is reasonably
determined by the Board of Directors in good faith, based on the opinion of counsel to the
Corporation, that it is necessary to make certain changes, modifications ot amendments to the
rights, privileges, restrictions and conditions attaching to the Exchangeable Shares to reflect such
intentions, then the holders of Exchangeable Shares shall cooperate in good faith with the
Corporation to implement such changes, modifications or amendments.
ARTICLE 11
ACTIONS BY THE CORPORATION UNDER EXCHANGE AND SUPPORT
AGREEMENT
11.1 The Corporation shall take all such actions and do all such things as shall be necessary or
advisable to perform and comply with and to ensure performance and compliance by the
Corporation with all provisions of the Exchange and Support Agreement in accordance with the
terms thereof including, without limitation, taking all such actions and doing all such things as
shall be necessary or advisable to enforce to the fullest extent possible for the direct benefit of the
Corporation all rights and benefits in favour of the Corporation under or pursuant to such
agreements,
11.2 The Board of Directors shall determine, in good faith, economic equivalence for
purposes of these articles in accordance with the Exchange and Support Agreement and
each such determination shall be conclusive and binding on the Corporation and its
shareholders,
ARTICLE 12
LEGEND; CALL RIGHTS; WITHHOLDING RIGHTS
12.1 The certificates evidencing the Exchangeable Shares shall contain or have affixed thereto
a legend, in form and on terms approved by the Board of Directors, with respect to the
Exchange and Support Agreement and any restrictions of applicable securities laws,
12.2 Each holder of an Exchangeable Share, whether of record or beneficial, by virtue of

becoming and being such a holder shall be deemed to acknowledge each of the Liquidation Call
Right, the Retraction Call Right and the Redemption Call Right. in each case, in favour of
Parent, and the overriding nature thereof in connection with the liquidation, dissolution or
winding-up of the Corporation or the retraction or redemption of” Exchangeable Shares, as the
case may be, and to be bound thereby in favour of Parent as therein provided, including
without limitation, the entitlement of Parent to deduct and withhold amounts in accordance
Section 12.3, if any.
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12.3 Parent and the Corporation shall be entitled to deduct and withhold from the consideration
otherwise payable to the holder of Exchangeable Shares pursuant to this Part such amounts as
Parent or the Corporation is required to deduct and withhold with respect to such payment under
the Income Tax Act (Canada), as amended, or any provision of state, provincial, local or foreign
tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all
purposes hereof as having been paid to such holder in respect of which such deduction and
withholding was made, provided that such withheld amounts are actually remitted to the
appropriate taxing authority. To the extent that the amount so required or permitted to be deducted
or withheld from any payment to such holder exceeds the cash portion of the consideration
otherwise payable to such holder, Parent and the Corporation are hereby authorized to sell or
otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds
to Parent or the Corporation, as the case may be, 10 enable it to comply with such deduction or
withholding requirement and Parent or the Corporation shall give an accounting to such holder
with respect thereto and any balance of such proceeds of sale.
ARTICLE 13
NOTICES
13.1 Any nolice, request or other communication to be given to the Corporation by a holder of
Exchangeable Shares shall be in writing and shall be valid and effective if given in accordance
with the by-laws of the Corporation.
132 Any notice, request or other communication to be given to Parent by a holder of

with the LLC Agreement.
13.3 Any notice, request or other communication to be given to a holder of Exchangeable Shares
by or on behalf of the Corporation shall be in writing and shall be valid and effective if given in
accordance with the by-laws of the Corporation,
13.4 Any presentation and surrender by a holder of Exchangeable Shares to the Corporation of
certificates representing Exchangeable Shares in connection with the liquidation, dissolution or
winding-up of the Corporation or the retraction or redemption of Exchangeable Shares shall be
made by ordinary mail (postage prepaid) or by delivery to the registered office of the Corporation
addressed to the attention of the President of the Corporation, Any such presentation and surrender
of certificates shall only be deemed to have been made and to be effective upon actual receipt
thereof by the Corporation, Any such presentation and surrender of certificates made by ordinary
mail shall be at the sole risk of the holder mailing the same.
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SCHEDULE A
NOTICE OF RETRACTION
To: Dominion Voting Systems Corporation (the “Corporation” and SSC Dominion Holdings,
LLC (“Parent”),
This notice is given pursuant to ARTICLE 7 of the rights, privileges, restrictions and conditions
(the “Share Provisions”) attaching to the Exchangeable Shares of the Corporation represented
by this certificate and all capitalized words and expressions used in this notice that are defined in
the Share Provisions have the meanings ascribed to such words and expressions in such Share
Provisions.
The undersigned hereby notifies the Corporation that, subject in all circumstances to the
Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem
in accordance with ARTICLE 7 of the Share Provisions,
[1 all share(s) represented by this certificate; or
J share(s) only.
The undersigned acknowledges the overriding Retraction Call Right of Parent to purchase all or
some of the Retracted Shares from the undersigned and that this notice is and shall be deemed lo
be a revocable offer by the undersigned to sell the Retracted Shares to Parent in accordance with
the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms
and conditions set out in Section 7.3 of the Share Provisions. The undersigned acknowledges that
this notice of retraction, and this offer to sell the Retracted Shares to Parent is irrevocable,
The undersigned hereby represents and warrants to Parent and the Corporation that the
undersigned has good title to, and owns, the share(s) represented by this certificate 10 be acquired
by Parent or the Corporation, as the case may be, free and clear of all liens, claims and
encumbrances.
(Date) (Signature of Shareholder) (Guarantee of Signature)
| Please check box if the securities, debt instruments and any cheque(s), as applicable,
resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the
shareholder from the Corporation, failing which the securities. debt instruments and any
cheque(s) will be mailed to the last address of the shareholder as 1t appears on the register,
NOTE: This panel must be completed and this certificate, together with such additional
documents as the Corporation may require, must be deposited with the Corporation. The
securities, debt instruments, and any cheque(s) resulting from the retraction or purchase of the
Retracied Shares will be issued and registered in, or made payable 10, as the case may be, the
name of the shareholder as it appears on the register of the Corporation and the securities, debt
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instruments and any cheque(s), as applicable, resulting from such retraction or purchase will be
delivered to such shareholder as indicated above, unless the form appearing immediately below
is duly completed.
Name of Person in Whose Name Securities, debt instruments or Cheque(s) Are to be Registered,
Issued or Delivered (please print)
Street Address or P.O. Box
Signature of Shareholder
City, Province and Postal Code
Signature of Shareholder Guarantee of Signature
NOTE: If this notice of retraction is for less than all of the shares represented by this certificate,
a certificate representing the remaining share(s) of the Corporation represented by this certificate
will be issued and registered in the name of the shareholder as it appears on the register of the
Corporation, unless the Share Transfer Power on the share certificate is duly completed in
respect of such share(s).
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6. The amendment has been duly authorized as required by seclions 168 and 170 (as applicable) of the Business
Corporations Act,
La modification a eté dament aulorisée conformément aux articles 168 el 170 (selon le cas) de la Loi sur les
sociélés par aclions
7 The resolution autherizing the amendment was approved by lhe sharehalders/direclors (as applicable) of the
corporation on
Les aclionnaires ou les adminisirateurs (selon le cas) de la sociélé ont approuve la résolution autorisant la
modification le
2020/06/04
(Year, Month, Day)
(année, mois, jour)
These articles are signed in duplicate

Les présents staluts sont signés en double exemplawe.
DOMINION VOTING SYSTEMS CORPORATION
{Print name of corporation from Arlicle 1 on page 1)

(Veulllez écrir le nom de Ia société de 'aricle un 4 la page une).
By/
Par
Director
(Signalure Ne (Description of Office)
(Signature) (Fonction)
John Poulos
D7119 (2011/05) Page 2 ofige 2
DOM_0071738502
of
For Ministry Use © Mintairy of Governenant —— Ministére das Sarvices Ontario Corporation Number
Alusage exclusif d Consumes Seivices gouvernemeniaye 31 das Numéro de la société en Ontario
Ontario Services au CoNSOMmMales
CERTIFICATE CERTIFICAT 1998653

Ths is to ceftify thal these Cecrcertifie que ies prasants
articles are affective on slatuis emrent en vigueurle
5
JULY 8
24 jyjLLET, 2020
Bases.
Jeon ¢ Direcirice
Business Corporations ACH 7 LOI Sur 186 30C)&146s par aclions
Form 3 1. The name of the corporation Is: (Set out in BLOCK CAPITAL LETTERS)
Business Dénomination sociale actuelle de la société (écrire en LETTRES MAJUSCULES SEULEMENT) :
Corporations
Act DIO|M|
IN| I{O[N| |V|O[T|I|N|G| |S|Y|S|T|E|M|S| |C|OR[P|O(R
Formule 3
Loi sur les A|T|I|O|N
Sociétés par
actions
The name of the corporation is changed to (if applicable ): (Set out in BLOCK CAPITAL LETTERS)
Nouvelle dénomination sociale de la société {g'il y a lieu) (écrire en LETTRES MAJUSCULES SEULEMENT) .
Date of incorporationfamalgamation:
Date de la constitution ou de la fusion :
2018/07/13
(Year, Month, Day)
Complate only If there Is a change in the number of directors or the minimum / maximum number of directors.
Il faut remplir cette partie seulement si le nombre d'administrateurs ou sl le nombre minimal ou maximal
d’administrateurs a changeé.
Number of directors is/are: minimum

and maximum number of directors is/are:
Nombre d'administrateurs : nombres minimym
_e! maximum d'adminisirateurs
Number minimum
and maximum
Nombre minimum
et maximum
To gt
The articles of the corporation are amended as follows:
J
Les statuts de la société sont modifiés de la fagon suivante
See attached pages [A to IY.
07118 (2011/05) © Queen's Printer for Ontario, 2011 / @ Imprimeur de la Reine pour I'Ontano, 2011 Page 1 offde 2
DOM_0071738503
The articles of the Corporation are amended as follows:
A. by creating an unlimited number of Class F Exchangeable Shares;
B. after giving effect to the foregoing, by changing the reference to the authorized capital
(i) an unlimited number of Common Shares;
(i) an unlimited number of Class A Exchangeable Shares;
(iif) an unlimited number of Class D Exchangeable Shares; and
(iv) an unlimited number of Class F Exchangeable Shares.
C. To substitute the rights, privileges, restrictions and conditions attaching to the Common
Shares, Class A Exchangeable Shares, Class D Exchangeable Shares and attach the rights,
privileges, restrictions and conditions to the Class F Exchangeable Shares as follows:
COMMON SHARES
1. Dividends
Shares") shall be entitled to receive and the Corporation shall pay thereon, as and when declared
discretion declare.
pA Participation in Assets on Dissolution
Class A Exchangeable Shares, Class D Exchangeable Shares and Class F Exchangeable Shares,
the remaining property of the Corporation upon the liquidation, dissolution or winding up of the
Corporation or other distribution of the assets or property of the Corporation, whether voluntary
or involuntary.
3. Voting Rights
The holders of the Common Shares shall be entitled to receive notice of, to attend, and to vote at
all meetings of the shareholders of the Corporation, except meetings at which only holders of a
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EXCHANGEABLE SHARES
ARTICLE 1
INTERPRETATION
I.1 For the purposes of this Part:
“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by,
or under common control with, that Person. For the purposes of this definition, “control”
with”), as applied to any Person, means the possession by another Person, directly or indirectly, of
the power to direct or cause the direction of the management and policies of that first mentioned
Person, whether through the ownership of voting securities, by contract or otherwise.
“Business Day” means any day on which commercial banks are open for business in both Toronto,
Ontario and New York, New York.
“Class A Exchange Ratio”, at any time and in respect of each Class A Exchangeable Share, shall
initially be equal to one as at the date of the first issue of Class A Exchangeable Shares.
“Class A Majority” means holders of at least two-thirds of the Class A Exchangeable Shares then
outstanding.
“Class A Unit” means a Class A Unit of the Parent having the relative rights, powers, preferences
and obligations set forth in the LLC Agreement, and for greater certainty, accruing as and from
the date of first issue of any Class A Unit.
“Class B Unit” means a Class B Unit of the Parent having the relative rights, powers, preferences
the date of first issue of any Class B Unit.
“Class D Exchange Ratio”, at any time and in respect of each Class D Exchangeable Share, shall
initially be equal to a ratio of one to 1.13793075 as at the date of the first issue of Class D
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DOM_0071738505
“Class D Liquidation Amount” has the meaning ascribed thereto in Section 7.2.
“Class D Majority” means holders of at least two-thirds of the Class D Exchangeable Shares then
outstanding.
“Class F Exchange Ratio” at any time and in respect of each Class F Exchangeable Share, shall
initially be equal to a ratio of one to 1.86737355 as at the date of the first issue of Class F
“Class F Exchangeable Shares” means the Class F Exchangeable Shares in the capital of the
Corporation having the rights, privileges, restrictions and conditions set forth in this Part,
“Class F Liquidation Amount” has the meaning ascribed thereto in Section 8.2.
“Class F Majority” means holders of at least two-thirds of the Class F Exchangeable Shares then
outstanding.
“Common Shares” means the common shares in the capital of the Corporation.

“Dividend Amount™ has the meaning ascribed thereto in Section 9.3,
pursuant to ARTICLE 2, ARTICLE 3 and ARTICLE 4, and if no such date is so fixed, then
“Dividend Record Date” shall be deemed to mean the date on which such dividend is paid to
holders of such class of Exchangeable Shares.
“Exchangeable Shares” means Class A Exchangeable Shares, Class D Exchangeable Shares and
Class F Exchangeable Shares.
“Exchange and Support Agreement” means the Second Amended and Restated Exchange and
Support Agreement dated as of the Third Issuance Date between Parent, the Corporation, DVSC
SPV, Inc., DVSC SPV2, Inc. and the holders of Class F Exchangeable Shares, as the same may be
amended, restated or replaced from time to time.
“Fair Market Value” means the fair market value of an Exchange Unit determined by the board
accordance with Section 11.1 of the LLC Agreement.
“Liquidation Date" has the meaning ascribed thereto in Section 6.2.
LEGAL _34336029.2
DOM_0071738506
1D
“Liquidation Call Right” has the meaning ascribed thereto in the Exchange and Support
Agreement,
(1) securities of Parent possessing voting power (other than voting rights accruing anly in the event
of a default or breach) to elect the board of managers of Parent, which in the aggregate, control a
majority of the votes on the board of managers of Parent (whether by merger, consolidation,
reorganization, combination, sale or transfer of the Parent's securities, securityholder or voting
agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of Parent's assets
determined on a consolidated basis; provided that a Public Offering (as such term is defined in the
LLC Agreement) shall not constitute a Liquidity Event,
“LLC Agreement” means the Limited Liability Company Agreement of Parent, as the same may
be amended, restated or replaced from time to time.
issued by CA Dominion, In¢., a predecessor of the Corporation.
“Parent” means SSC Dominion Holdings, LLC, a limited liability company formed under the
laws of the State of Delaware and any successor thereto,
“Parent Distribution Payment Date” means any date on which Parent makes a distribution on
the Class A Units and/or the Class B Units,
“Person” includes any individual, firm, partnership, joint venture, venture capital fund,
syndicate or other entity, whether or not having legal status.
“Purchase Price” has the meaning ascribed thereto in Section 9.2.
Support Agreement.
“Redemption Call Right” has the meaning ascribed thereto in the Exchange and Support
Agreement.
redemption by the Corporation of Exchangeable Shares pursuant to ARTICLE 10, which date is
the earliest of:
board of managers of Parent determines, in good faith and in their sole discretion,
that:
(i) it is not reasonably practicable to continue or substantially replicate the

LEGAL _34336029.2
DOM_0071738507
1E
such Liquidity Event in accordance with its terms; or
(ii) the consideration payable to the holders of Class A Units and Class B Units
in its sole discretion to be reasonably practicable in such circumstances; provided
conditional upon, the closing of the Liquidity Event;
(b) the date specified by the written consent or agreement of the Class A Majority,
Class D Majority or Class F Majority, as applicable; or
(c) any date specified by the Board of Directors on or after the date that the Income
Tax Aci (Canada) for the holders of Exchangeable Shares.
“Retracted Shares” has the meaning ascribed thereto in Section 9.1(a).
“Retraction Call Right” has the meaning ascribed thereto in Section 9.1(c).
“Retraction Date” has the meaning ascribed thereto in Section 9.1(b).
“Retraction Request” has the meaning ascribed thereto in Section 9.1.
“Second Issuance Date” means the date upon which the first Class D Exchangeable Share was
issued by the Corporation.
“Special Dividend” means any cash dividend to be paid on the Exchangeable Shares from time to
time, resulting from the payment of a dividend by Parent on the Class A Units and/or Class B
subject to tax under Part V1.1 of the Income Tax Act (Canada).
“Special Dividend Call Right" has the meaning ascribed thereto in the Exchange and Support
Agreement.
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DOM_0071738508
IF
“Third Issuance Date” means the date upon which the first Class F Exchangeable Share was
1.2 Unless otherwise indicated, any reference to an “Article” or “Section” shall be a reference
ARTICLE 2
Class B Unit, in each case, multiplied by the Class A Exchange Ratio;
to be paid as a dividend on each Class A Unit and/or Class B Unit; or
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DOM_0071738509
1G
subdivision.
after the subdivision is effected, hold that number of Class A Exchangeable Shares equal
to the number of Class A Exchangeable Shares held by such holder immediately prior to
the Parent’s exercise of the Special Dividend Call Right (as defined in the Exchange and
of Class A Exchangeable Shares. For greater certainty, no approval of the holders of Class
holder shall satisfy the share dividend represented thereby, Such other type and amount of property
or transfer thereof by the Corporation to each holder of Class A Exchangeable Shares shall satisfy
the dividend represented thereby. No holder of Class A Exchangeable Shares shall be entitled to
by a cheque that has not been duly presented to the Corporation’s bankers for payment or that
payable.
23 The record date for the determination of the holders of Class A Exchangeable Shares
2.4 If on any payment date for any dividends declared on the Class A Exchangeable Shares
under Section 2.1 the dividends are not paid in full on all of the outstanding Class A Exchangeable
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1H
2.5 Aholder of Class A Exchangeable Shares is not entitled to receive any dividends in respect
ARTICLE 3
Class B Unit, in each case, multiplied by the Class D Exchange Ratio;
Class B Units, in such number of Class D Exchangeable Shares for each Class D
distribution on each Class A Unit and/or Class B Unit, in each case, altiplied by
the Class D Exchange Ratio, Such dividends shall be paid out of money, assets or
LEGAL _34336029.2
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11
subdivision.
applicable law effect a subdivision each issued and unissued Class D Exchangeable Share
of Class D Exchangeable Shares. For greater certainty, no approval of the holders of Class
or transfer thereof by the Corporation to each holder of Class D Exchangeable Shares shall satisfy
recover by action or other legal process against the Corporation any dividend that is reprasented
by a cheque that has not been duly presented to the Corporations bankers for payment or that
payable,
33 The record date for the determination of the holders of Class D Exchangeable Shares
3.4 If on any payment date for any dividends declared on the Class D Exchangeable Shares
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1]
3.5 Aholder of Class D Exchangeable Shares is hot entitled to receive any dividends in respect
ARTICLE 4
DIVIDENDS: CLASS F EXCHANGEABLE SHARES
4.1 Subject to Sections 4.4 and 4.5, a holder of a Class F Exchangeable Share shall be entitled
Payment Date, declare a dividend on each Class F Exchangeable Share:
cash for each Class F Exchangeable Share on the Parent Distribution Payment Date,
in each case, equal to the cash distribution paid on each Class A Unit and/or Class
B Unit, in each case, multiplied by the Class F Exchange Ratio;
Class B Units, in such number of Class F Exchangeable Shares for each Class F
(¢) in the case of a distribution paid on the Class A Units and/or Class B Units in
type and amount of property for each Class F Exchangeable Share as is the same as
or economically equivalent to (to be determined by the Board of Directors in
the Class F Exchange Ratio. Such dividends shall be paid out of money, assets or
each issued and unissued Class F Exchangeable Share on the basis that each Class F
Exchangeable Share before the subdivision becomes a number of Class F Exchangeable
LEGAL _34336029.2
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1K
formality on the part of the Board of Directors or of the holders of Class F Exchangeable
Shares. For greater certainty, no approval of the holders of Class F Exchangeable Shares
subdivision.
applicable law effect a subdivision each issued and unissued Class F Exchangeable Share
on the basis that each holder of a Class F Exchangeable Share before the subdivision shall.
after the subdivision is effected, hold that number of Class F Exchangeable Shares equal
to the number of Class F Exchangeable Shares held by such holder immediately prior to
the Parent’s exercise of the Special Dividend Call Right (as defined in the Exchange and
of Class F Exchangeable Shares. For greater certainty, no approval of the holders of Class
F Exchangeable Shares to an amendment to the articles of the Corporation shall be required
Section 4.1(a) and the sending of such a cheque or wire transfer to each holder of Class F
registered holder of Class F Exchangeable Shares may be issued or transferred in respect of any
or transfer thereof by the Corporation to each holder of Class F Exchangeable Shares shall satisfy
the dividend represented thereby, No holder of Class F Exchangeable Shares shall be entitled to
payable.
43 The record date for the determination of the holders of Class F Exchangeable Shares
entitled to receive payment of, and the payment date for, any dividend declared on the Class F
4.4 If on any payment date for any dividends declared on the Class F Exchangeable Shares
under Section 4.1 the dividends are not paid in full on all of the outstanding Class F Exchangeable
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4.5 A holder of Class F Exchangeable Shares is not entitled to receive any dividends in respect
of Class F Exchangeable Shares other than specifically provided for under this ARTICLE 4.
ARTICLE §
any time without, but may at any time with, the approval of the holders of each class of
Exchangeable Shares given as specified in Section 12.4:
(b) redeem or purchase any other shares of the Corporation ranking equally with the
distribution; or
(c) create and issue any new class of shares of the Corporation ranking equally with,
of share dividends to the holders of such Exchangeable Shares.
shall have been declared and paid or reflected in the Class A Exchange Ratio, the Class D
Exchange Ratio or the Class F Exchange Ratio, as the case may be.
ARTICLE 6
6.1 Each Class A Exchangeable Share is entitled to a preference over the Common Shares and
on the effective date (the “Liquidation Date”) of such liquidation, dissolution or winding-up,
LEGAL _34336029.2
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the Liquidation Date (but without duplication of any portions of the Class A Liquidation Amount).
Class A Exchangeable Shares (if any), together with such other documents and instruments as may
as the Corporation may reasonably require, at the registered office of the Corporation. Payment of
to receive their proportionate part of the total Class A Liquidation Amount, unless delivery of the
Class A Exchangeable Shares shall be limited to receiving their proportionate part of the total
for all purposes to be holders of the Exchange Units delivered ta them or the custodian on their
behalf.
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IN
any). For greater certainty, the Class A Liquidation Amount may only be satisfied through the
ARTICLE 7
7.1 Each Class D Exchangeable Share is entitled to a preference over the Common Shares and
shareholders for the purpose of winding up its affairs,
7.2 Inthe event of the liquidation, dissolution or winding-up of the Corporation or any other
holder of Class D Exchangeable Shares shall be entitled, subject to applicable law, to receive from
multiplied by the Class D Exchange Ratio (the “Class D Liquidation Amount”), which shall be
without duplication of any portions of the Class D Liquidation Amount).
the holders of the Class D Exchangeable Shares the Class D Liquidation Amount for each such
the total Class D Liquidation Amount for such Class D Exchangeable Shares shall be made by
Class D Liguidation Amount (in each case less any amounts withheld on account of tax required
to be deducted and withheld therefrom), On and after the Liquidation Date, the holders of the
LEGAL_34336029.2
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10
to be deducted and withheld therefrom) for such Class D Exchangeable Shares, against
behalf.
any), For greater certainty, the Class D Liquidation Amount may only be satisfied through the
ARTICLE 8
DISTRIBUTION ON LIQUIDATION: CLASS F EXCHANGEABLE SHARES
8.1 Each Class F Exchangeable Share is entitled to a preference over the Common Shares and
any other shares ranking junior to the Class F Exchangeable Shares with respect to the distribution
8.2 Inthe event of the liquidation, dissolution or winding-up of the Corporation or any other
holder of Class F Exchangeable Shares shall be entitled, subject to applicable law, to receive from
the assets of the Corporation in respect of each Class F Exchangeable Share held by such holder
on the Liquidation Date of such liquidation. dissolution or winding-up, before any distribution of
shares ranking junior to the Class F Exchangeable Shares, an amount per share equal to the Fair
multiplied by the Class F Exchange Ratio (the “Class F Liquidation Amount”), which shall be
satisfied in full by the Corporation causing to be delivered te such holder with respect to each
Class F Exchangeable Share that number of Exchange Units equal to the Class F Exchange Ratio,
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1P
together with all declared and unpaid dividends on each such Class F Exchangeable Share held by
without duplication of any portions of the Class F Liquidation Amount).
the holders of the Class F Exchangeable Shares the Class F Liquidation Amount for each such
Class F Exchangeable Share upon presentation and surrender of the certificates representing such
Class F Exchangeable Shares (if any), together with such other documents and instruments as may
be required to effect a transfer of Class F Exchangeable Shares under the Business Corporations
the total Class F Liquidation Amount for such Class F Exchangeable Shares shall be made by
Class F Liquidation Amount (in each case less any amounts withheld on account of tax required
Class F Exchangeable Shares shall cease to be holders of such Class F Exchangeable Shares and
to receive their proportionate part of the total Class F Liquidation Amount, unless delivery of the
total Class F Liquidation Amount for such Class F Exchangeable Shares shall not be made upon
which case the rights of the holders shall remain unaffected until the total Class F Liquidation
be deposited or delivered the total Class F Liquidation Amount in respect of the Class F
Class F Exchangeable Shares shall be limited to receiving their proportionate part of the total Class
F Liquidation Amount (in each case less any amounts withheld on account of tax required to be
deducted and withheld therefrom) for such Class F Exchangeable Shares, against presentation and
surrender of the said certificates held by them, respectively, in accordance with the foregoing
provisions. Upon such delivery or deposit of the total Class F Liquidation Amount, the holders of
the relevant Class F Exchangeable Shares shall thereafter be considered and deemed for all
purposes to be holders of the Exchange Units delivered to them or the custodian on their behalf,
of the Class F Exchangeable Shares the Class F Liquidation Amount per Class F Exchangeable
any). For greater certainty, the Class F Liquidation Amount may only be satisfied through the
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ARTICLE 9
ARTICLE 9, to require the Corporation to redeem any or all of the Exchangeable Shares registered
in the name of such holder for an amount per share equal to the Fair Market Value of the
corresponding Exchange Units as of the Retraction Date multiplied by the Class A Exchange Ratio,
Class D Exchange Ratio or Class F Exchange Ratio, as applicable (the “Retraction Price”), which
shall be satisfied in full by the Corporation causing to be delivered to such holder with respect to
(A) each Class A Exchangeable Share, that number of Exchange Units equal to the Class A
Exchange Ratio for each such Class A Exchangeable Share presented and surrendered by the
holder, (B) each Class D Exchangeable Share, that number of Exchange Units equal to the Class
D Exchange Ratio for each such Class D Exchangeable Share presented and surrendered by the
holder in each case and (C) each Class F Exchangeable Share, that number of Exchange Units
equal to the Class F Exchange Ratio for each such Class F Exchangeable Share presented and
surrendered by the holder in each case, together with, on the payment date therefor, all declared
and unpaid dividends on any such Exchangeable Share held by such holder on any Dividend
Record Date which occurred prior to the Retraction Date. To effect such redemption, the holder
shall present and surrender at the registered office of the Corporation the certificate or certificates
(if any) representing the Exchangeable Shares which the holder desires to have the Corporation
redeem, together with such other documents and instruments as may be required to effect a transfer
of such Exchangeable Shares under the Business Corporations Act (Ontario) (or such other
applicable corporations statute) and the articles of the Corporation and such additional documents
and instruments as the Corporation may reasonably require, and together with a duly executed
statement in the form of Schedule A hereto (a “Retraction Request™) or in such other form as
may be acceptable to the Corporation:
(a) specifying that the holder desires to have all or any number specified therein of the
(b) stating the Business Day on which the holder desires to have the Corporation
redeem the Retracted Shares (the “Retraction Date”); and
(c) acknowledging the overriding right of Parent in all circumstances to purchase some
Right") and that the Retraction Request shall be deemed to be a revocable offer by
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IR
(or purchased by Parent pursuant to the Retraction Call Right), a new certificate for the balaace of
such Exchangeable Shares shall be issued to the holder at the expense of the Corporation.
93 Upon receipt by the Corporation of a Retraction Request, the Corporation shall

notify the Corporation of its determination to do so (the “Call Notice) within five Business Days
of notification to Parent by the Corporation of the receipt by the Corporation of the Retraction
Corporation will notify the holder as soon as possible, but ne later than two Business Days,
thereafter that Parent will not exercise the Retraction Call Right. If Parent delivers the Call Notice
to be an offer by the holder to sell the Retracted Shares to Parent in accordance with the Retraction
purposes of completing a purchase pursuant to its Retraction Call Right, Parent shall comp’y with
(such applicable date and time, the “Retraction Closing”) and, for greater certairty, no
redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date.
contemplated in this ARTICLE 9.
Corporation or Parent, or a wire transfer of immediately available funds, representing the aggregate
may be, in each case, less any amounts withheld on account of tax required to be deducted and
LEGAL_34336028.2
DOM_0071738521
18
ar total Purchase Price, as the case may be.
purposes to be a holder of any Class A Units and Class B Units comprising the applicable number
of Exchange Units delivered to it,
9.6 Notwithstanding any other provision of this ARTICLE 9, the Corporation shall not be
that such redemption of Retracted Shares would be contrary to solvency requirements or other
provisions of applicable law. If the Corporation believes that on any Retraction Date it would not
of Retracted Shares which will not be redeemed by the Corporation. In any case in which the
Exchangeable Shares which the Board of Directors determines the Corporation is, on the
a new certificate, at the expense of the Corporation, representing the Retracted Shares not
redeemed by the Corporation pursuant to Section 9.2.
ARTICLE 10
REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION
corresponding Exchange Unit on the last Business Day prior to the Redemption Date multiplied
by the Class A Exchange Ratio, Class D Exchange Ratio or Class F Exchange Ratio, as applicable
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IT
(the “Redemption Price”), which shall be satisfied in full by the Corporation causing to be
delivered to such holder, with respect to (A) each Class A Exchangeable Share held, that number
of Exchange Units equal to the Class A Exchange Ratio, (B) each Class D Exchangeable Share
held, that number of Exchange Units equal to the Class D Exchange Ratio and (C) each Class F
Exchangeable Share held, that number of Exchange Units equal to the Class F Exchange Ratio,
together with, on the payment date therefor, all declared and unpaid dividends on any such
the Redemption Date.
10.2 In any case of a redemption of Exchangeable Shares under this ARTICLE 10, the
Liquidity Event, the written notice of redemption by the Corporation or the purchase by Parent
in the circumstances. In any such case, such notice shall set out the Redemption Price or the
case may be, the Redemption Date and, if applicable, particulars of the Redemption Call Right.
10.3 On or after the Redemption Date and subject to the exercise by Parent of the Redemption
require. Delivery of the total Redemption Price for such Exchangeable Shares, together with
(which units shall be free and clear of any lien, claim or encumbrance) and, if applicable, a cheque
of the Corporation payable at par at any branch of the bankers of the Corporation, or wire transfer
withheld on account of tax required to be deducted and withheld therefrom. On and after the
LEGAL_34336029.2
DOM_0071738523
1
have been satisfied in the manner hereinbefore provided. The Corporation shall have the right at
to deliver or deposit, as the case may be, or cause to be delivered or deposited the aggregate
for redemption to or in a custodial account with any chartered bank or trust company in Canada
withheld therefrom. Upon the later of such deposit being made and the Redemption Date, the
Redemption Date, as the case may be, shall be limited to receiving their proportionate part of the
with the foregoing provisions. Upon such delivery or deposit of the aggregate Redemption Price
ARTICLE 11
VOTING RIGHTS
Shares shall not be entitled as such to receive notice of or to attend any meeting of the sharcholders
11.2 Subject to ARTICLE 12 below, the holders of the Exchangeable Shares are not entitled to
vote separately as a class or dissent upon a proposal to amend the articles of the Corporation to:
(iii) create a new class or series of shares equal or superior to the Exchangeable Shares;
provided that, the Corporation shall not, by any such amendment, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed as set out herein.
ARTICLE 12
Shares may be added to, changed or removed only with the approval of the Class A Majority.
LEGAL. 34336029.2
DOM_0071738524
1v
12.3 The rights, privileges, restrictions and conditions attaching to the Class F Exchangeable
Shares may be added to, changed or removed only with the approval of the Class F Majority,
12.4 Any approval given by the holders of the Exchangeable Shares to add to, change or remove
B Units comprising the Exchange Units), and all terms and provisions herein shall be interpreted
Corporation, that it is necessary to make certain changes, modifications or amendments to the
Corporation to implement such changes, modifications or amendments.
ARTICLE 13
AGREEMENT
advisable to perform and comply with and to ensure performance and compliance by the
agreements,
13.2 The Board of Directors shall determine, in good faith, economic equivalence for purposes
of these articles in accordance with the Exchange and Support Agreement and each such
determination shall be conclusive and binding on the Corporation and its shareholders.
ARTICLE 14
a legend, in form and on terms approved by the Board of Directors, with respect to the Exchange
and Support Agreement and any restrictions of applicable securities laws.
LEGAL_34336029.2
DOM_0071738525
IW

Right, the Retraction Call Right and the Redemption Call Right, in each case, in favour of Parent,
and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of
the Corporation or the retraction or redemption of Exchangeable Shares, as the case may be, and
to be bound thereby in favour of Parent as therein provided, including without limitation, the
entitlement of Parent to deduct and withhold amounts in accordance Section 14.3, if any.
the Jncome Tax Act (Canada), as amended, or any provision of state, provincial, local or foreign
to Parent or the Corporation, as the case may be, to enable it to comply with such deduction or
with respect thereto and any balance of such proceeds of sale.
ARTICLE 15
NOTICES
15.1 Any notice, request or other communication to be given to the Corporation by a holder of
Exchangeable Shates shall be in writing and shall be valid and effective if given in accordance
with the by-laws of the Corporation.
152 Any notice, request or other communication to be given to Parent by a holder of

accordance with the by-laws of the Corporation.
154 Any presentation and surrender by a holder of Exchangeable Shares to the Corporation of
addressed to the attention of the President of the Corporation. Any such presentation and surrender
thereof by the Corporation. Any such presentation and surrender of certificates made by ordinary
LEGAL_34336029.2
DOM_0071738526
SCHEDULE A
To: Dominion Voting Systems Corporation (the “Corporation”) and SSC Dominion Holdings,
LLC (“Parent”).
(the “Share Provisions”) attaching to the Exchangeable Shares of the Corporation represented by
this certificate and all capitalized words and expressions used in this notice that are defined in the
Share Provisions have the meanings ascribed to such words and expressions in such Share
Provisions.
The undersigned hereby notifies the Corporation that, subject in all circumstances to the Retraction
Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance
with ARTICLE 9 of the Share Provisions.
[C1 all share(s) represented by this certificate; or

| share(s) only,
some of the Retracted Shares from the undersigned and that this notice is and shall be deemed to
the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and
conditions set out in Section 9.3 of the Share Provisions. The undersigned acknowledges that this
notice of retraction, and this offer to sell the Retracted Shares to Parent is irrevocable.
The undersigned hereby represents and warrants to Parent and the Corporation that the undersigned
has good title to, and owns, the share(s) represented by this certificate to be acquired by Parent or
the Corporation, as the case may be, free and clear of all liens, claims and encumbrances.
(Date) (Signature of Shareholder) (Guarantee of Signature)
Od Please check box if the securities, debt instruments and any cheque(s), as applicable,
shareholder from the Corporation, failing which the securities, debt instruments and any cheque(s)
will be mailed to the last address of the shareholder as it appears on the register.
NOTE: This panel must be completed and this certificate, together with such additional documents
as the Corporation may require, must be deposited with the Corporation. The securities, debt
instruments, and any cheque(s) resulting from the retraction or purchase of the Retracted Shares
will be issued and registered in, or made payable to, as the case may be, the name of the shareholder
as it appears on the register of the Corporation and the securities, debt instruments and any
LEGAL _34336029.2
DOM_0071738527
1Y
cheque(s), as applicable, resulting from such retraction or purchase will be delivered to such
shareholder as indicated above, unless the form appearing immediately below is duly completed.
NOTE: If this notice of retraction is for less than all of the shares represented by this certificate, a
certificate representing the remaining share(s) of the Corporation represented by this certificate
Corporation, unless the Share Transfer Power on the share certificate is duly completed in respect
of such share(s).
LEGAL_34336029.2
DOM_0071738528
6. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Busin2ss
Corporations Act
La modification a été dimen autorisée conformément aux arlicles 168 et 170 (selon le cas) de la Lor sur fes
sociétés par actions.
7. The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the
corporation on
Les aclionnaires ou les administrateurs (selon le cas) de la société ont approuve la résolution autorisant la
modification le
2020/07/24
(Year, Month, Day)
(année, mais, jour)
These articles are signed in duplicate.

Les présents staluts sont signés en double exemplaire.
(Print name of corporation from Article 1 on page 1)

(Veuillez écrir fe nom de la socield de l'article un a la page une),
By!
2 ay
ope Director
(Signature) A ~~ (Descnption of Office)
{Slgnalure) (Fonction)
John Poulos
07119 (2011/05) Page 2 of/de 2
DOM_0071738529
For Ministry Use Only - " / ICI Ontario Corporation Number
A l'usage exclusd du ming > he Numéro de |a société en Ontario
Vers
(of
CERTIFICATE CERTIFICAT 1998653
This iS 10 cenily that these &n rife
articles are effective art
2021
SEPTEMBER3 0 SEPTEMBRE, sasiee
Cacia { Dirgemnee
Business Cotporations Act / Lai sur ies splieles par actions
Form 3 1, The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS)
Business Dénomination sociale actuelle de la société (écrire en LETTRES MAJUSCULES SEULEMENT)
Corporations
Act DIOIM|
I [Nf I|O[N| (VIO|T|I|N|G| [S|Y|S|T|E|M|S| |C|O|R|P|O|R
Formule 3
Loi sur les A T | (9) N
50Ciélés par
actions
2. The name of the corporation is changed Lo (if applicable ): (Set out in BLOCK CAPITAL LETTERS)
Nouvelle dénominalion sociale de la société (s'il y a lieu) (écrire en LETTRES MAJUSCULES SEULEMENT)
1
3 Date of incorporation/amalgamation;
Dale de la constitution ou de la fusion .
2018/07/13
(Year, Month, Day)
4, Complete only if there is a change in the number of directors or the minimum / maximum number of directors.
Il faut ramplir cotte partie seulement si le nombre d'administrateurs ou si le nombre minimal ou maximal
d'administrateurs a changé.
Number of directors ts/are: i Xi number of directors is/are;

Nombre dadministrateurs . nombres minimum
et maximum d'administrateurs
Number ini xi
Nombre imrm i
+N
or
5, The articles of the corporation are amended as follows:

Les statuts de la société sont modifies de la fagon suivante
See attached pages 1A to IDD.
07119 (2011/05) © Queen's Printer for Ontario, 2011 / © Impnmeur de la Reine pour 'Ontario. 2011 Page 1 ofie 2
DOM_0071738530
I'he articles of the Corporation are amended as follows:
A. by ereating an unlimited number of Class H Exchangeable Shares;
B. after giving effect to the foregoing, by changing the reference to the authorized capital
(1) an unlimited number of Common Shares;
(ii) an unlimited number of Class A Exchangeable Shares:
(1ii) an unlimited number of Class D Exchangeable Shares:
(iv) an unlimited number of Class F Exchangeable Shares; and
(v) an unlimited number of Class H Exchangeable Shares.
C To substitute the rights, privileges, restrictions and conditions attaching to the Common
Shares, Class A Exchangeable Shares. Class D Exchangeable Shares, Class F
Exchangeable Shares and attach the rights, privileges, restrictions and conditions to the
Class H Exchangeable Shares as follows:
COMMON SHARES
1. Dividends
Shares") shall be entitled 10 receive and the Corporation shall pay thereon, as and when declared
discretion declare.
2. Participation in Assets on Dissolution
Class A Exchangeable Shares, Class D Exchangeable Shares, Class F Exchangeable Shares and
Class H Exchangeable Shares, the remaining property of the Corporation upon the liquidation,
dissolution or winding up of the Corporation or other distribution of the assets or property of the
Corporation, whether voluntary or involuntary.
LEGAL_37218741.2
DOM_0071738531
J. Voting Rights
The holders of the Common Shares shall be entitled to receive notice of, to attend. and to vote at
all meetings of the shareholders of the Corporation, except meetings at which only holders of a
EXCHANGEABLE SHARES
ARTICLE 1
INTERPRETATION
1.1 For the purposes of this Part:
“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by,
or under common control with, that Person. For the purposes of this definition, “control”
with”), as applied to any Person, means the possession by another Person, directly or indirectly, of
the power 10 direct or cause the direction of the management and policies of that first mentioned
Person, whether through the ownership of voting securities, by contract or otherwise,
“Business Day” means any day on which commercial banks are open for business in both Toronto,
Ontario and New York, New York.
“Class A Exchange Ratio”, at any time and in respect of each Class A Exchangeable Share. shall
initially be equal to one as at the date of the first issue of Class A Exchangeable Shares.
“Class A Majority” means holders of at least two-thirds of the Class A Exchangeable Shares then
outstanding.
“Class A Unit” means a Class A Unit of the Parent having the relative rights, powers, preferences
the date of first issue of any Class A Unit.
“Class B Unit” means a Class B Unit of the Parent having the relative rights, powers, preferences
the date of first issue of any Class B Unit.
LEGAL_37218741.2
DOM_0071738532
1C
“Class D Exchange Ratio”, at any time and in respect of each Class D Exchangeable Share, shall
initially be equal to a ratio of one to 1.13793075 as at the date of the first issue of Class D
“Class D Liquidation Amount” has the meaning ascribed thereto in Section 8.2.
“Class D Majority” means holders ofat least two-thirds of the Class D Exchangeable Shares then
outstanding,
“Class F Exchange Ratio” at any time and in respect of each Class FF Exchangeable Share, shall
initially be equal to a ratio of one to 1.86737355 as al the date of the first issue of Class F
“Class F Exchangeable Shares” means the Class FF Exchangeable Shares in the capital of the
Corporation having the rights, privileges, restrictions and conditions set forth in this Par
“Class F Liquidation Amount" has the meaning ascribed thereto in Section 9.2.
“Class F Majority” means holders ofat least two-thirds of the Class F Exchangeable Shares then
outstanding.
“Class H Exchange Ratio” at any time and in respect of each Class H Exchangeable Share, shall
intially be equal to a ratio of one to 2.52174361 as at the date of the first issue of Class H
“Class H Exchangeable Shares” means the Class H Exchangeable Shares in the capital of the
Corporation having the rights, privileges, restrictions and conditions set forth in this Part,
“Class H Liquidation Amount” has the meaning ascribed thereto in Section 10.2.
“Class H Majority” means holders of at least two-thirds of the Class H Exchangeable Shares then
outstanding.
“Common Shares’ means the common shares in the capital of the Corporation,

“Dividend Amount” has the meaning ascribed thereto in Section 11.3.
pursuant to ARTICLE 2, ARTICLE 3, ARTICLE 4 and ARTICLE 5, and if no such date is so
fixed. then “Dividend Record Date” shall be deemed to mean the date on which such dividend is
paid to holders of such class of Exchangeable Shares.
LEGAL_37218741.2
DOM_0071738533
iD
“Exchangeable Shares” means Class A Exchangeable Shares, Class D Exchangeable Shares,

Class F Exchangeable Shares and Class H Exchangeable Shares,
“Exchange and Support Agreement” means the Third Amended and Restated Exchange and
Support Agreement dated as of the Fourth Issuance Date between Parent, the Corporation, DVSC
SPV, Inc., DVSC SPV2, Inc. and the holders of Class H Exchangeable Shares, as the same may
“Fair Market Value” means the fair market value ofan Exchange Unit determined by the board
accordance with Section 11.1 of the LLC Agreement.
“Fourth Issuance Date” means the date upon which the first Class H Exchangeable Share was
issued by the Corporation,
“Liquidation Date" has the meaning ascribed thereto in Section 7.2,
“Liquidation Call Right” has the meaning ascribed thereto in the Exchange and Suppor
Agreement.
(1) securities of Parent possessing voling power (other than voting rights accruing only in the event
of a default or breach) to elect the board of managers of Parent, which in the aggregate, control a
majority of the votes on the board of managers of Parent (whether by merger, consolidation,
reorganization, combination, sale or transfer of the Parent's securities, securityholder or voting
agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of Parent's assets
determined on a consolidated basis; provided that a Public Offering (as such term is defined in the
LLC Agreement) shall not constitute a Liquidity Event.
“LLC Agreement” means the Limited Liability Company Agreement of Parent. as the same may
issued by CA Dominion, Inc., a predecessor of the Corporation.
“Parent” means SSC Dominion Holdings, LLC, a limited liability company formed under the
laws of the State of Delaware and any successor thereto,
"Parent Distribution Payment Date” means any date on which Parent makes a distribution on
the Class A Units and/or the Class B Units,
“Person” includes any individual, firm, partnership, joint venture. venture capital fund,
LEGAL_37218741.2
DOM_0071738534
IE

syndicate or other entity, whether or not having legal status,
“Purchase Price” has the meaning ascribed thereto in Section 11.3,
Support Agreement,
“Redemption Call Right” hus the meaning ascribed thereto in the Exchange and Support
Agreement.
redemption by the Corporation of Exchangeable Shares pursuant to ARTICLE 12, which date is
the earliest of:
board of managers of Parent determines, in good faith and in their sole discretion,
that:
(i) it is not reasonably practicable to continue or substantially replicate the

such Liquidity Event in accordance with its terms; or
(it) the consideration payable to the holders of Class A Units and Class B Units
in its sole discretion to be reasonably practicable in such circumstances: provided
conditional upon, the closing of the Liquidity Event:
(b) the date specified by the written consent or agreement of the Class A Majority,
Class D Majority. Class F Majority or Class H Majority, as applicable; or
(¢c) any date specified by the Board of Directors on or after the date that the Income
Tax Act (Canada) for the holders of Exchangeable Shares.
“Retracted Shares” has the meaning ascribed thereto in Section |, 1{a).
LEGAL_37718741.2
DOM_0071738535
“Retraction Call Right" has the meaning ascribed thereto in Section | 1.1(¢).
“Retraction Date” has the meaning ascribed thereto in Section | 1.1(b).
“Retraction Request” has the meaning ascribed thereto in Section [1.1].
“Second Issuance Date” means the date upon which the first Class D Exchangeable Share was
“Special Dividend” means any cash dividend to be paid on the Exchangeable Shares from time to
time, resulting from the payment of a dividend by Parent on the Class A Units and/or Class B
subject to tax under Part VI.1 of the Income Tax Act (Canada).
“Special Dividend Call Right” has the meaning ascribed thereto in the Exchange and Support
Agreement.
“Third Issuance Date” means the date upon which the first Class F Exchangeable Share was
12 Unless otherwise indicated, any reference to an “Article” or “Section” shall be a reference

ARTICLE 2
Date, in each case, equal to the cash distribution paid on cach Class A Unit and/or
Class B Unit, in each case, multiplied by the Class A Exchange Ratio;
(¢) in the case of a distribution paid on the Class A Units and/or Class B Units in
LEGAL_37218741.2
DOM_0071738536
1G
discretion and subject to applicable law. subdivide, re-divide or change (the “subdivision™)
subdivision.
after the subdivision is effected, hold that number of Class A Exchangeable Shares equal
to the number of Class A Exchangeable Shares held by such holder immediately prior 10
of Class A Exchangeable Shares, For greater certainty, no approval of the holders of Class
to give effect to such subdivision,
2.2 Cheques of the Corporation payable al par at any branch of the bankers of the Corporation
LEGAL _3721B741.2
DOM_0071738537
IH

or transfer thereof by the Corporation to each holder of Class A Exchangeahle Shares shall satisfy
the dividend represented thereby. No holder of Class A Exchangeable Shares shall be entitled 10
payable,
2.3 The record date for the determination of the holders of Class A Exchangeable Shares
24 If on any payment date for any dividends declared on the Class A Exchangeable Shares
under Section 2,1 the dividends are not paid in full on all of the outstanding Class A Exchangeable
Shares, any such dividends that remain unpaid are 10 be paid on a subsequent date or dates
2.3 Aholderof Class A Exchangeable Shares is not entitled to receive any dividends in respect
ARTICLE 3
Date, in each case. equal to the cash distribution paid on each Class A Unit and/or
Class B Unit, in each case, multiplied by the Class ID Exchange Ratio;
Class B Units, in such number of Class D Exchangeable Shares lor each Class D
LEGAL_37218741,2
DOM_0071738538
I
the Class D Exchange Ratio. Such dividends shall be paid out of money, assets or
contemplated by Section 3.1(b), the Board of Directors, acting in good faith, may. in its
discretion and subject 10 applicable law, subdivide. re-divide or change (the “subdivision”)
to an amendment Lo the articles of the Corporation shall be required to give effect to such
subdivision.
applicable law effect a subdivision each issued and unissued Class D Exchangeable Share
of Class D Exchangeable Shares. For greater certainty. no approval of the holders of Class
paid on presentation or the wire transfer is not received, Certificates registered in the name of each
LEGAL_37218741.2
DOM_0071738539
i

or transfer thereofhy the Corporation 10 each holder of Class D Exchangeable Shares shall satisfy
payable.
3.3 The record date for the determination of the holders of Class D Exchangeable Shares
34 If on any payment date for any dividends declared on the Class D Exchangeable Shares
3.5 Aholder of Class D Exchangeable Shares is not entitled to receive any dividends in respect
ARTICLE 4
DIVIDENDS: CLASS F EXCHANGEABLE SHARES
4.1 Subject to Sections 4.4 and 4.5, a holder of a Class F Exchangeable Share shall be entitled
Payment Date, declare a dividend on each Class F Exchangeable Share:
cash for each Class F Exchangeable Share on the Parent Distribution Payment Date,
in each case, equal to the cash distribution paid on each Class A Unit and/or Class
B Unit, in each case, multiplied by the Class F Exchange Ratio;
(by subject to the remainder of this Section 4.1, in the case of a distribution paid on the
Class B Units, in such number of Class F Exchangeable Shares for each Class F
LEGAL 372187412
DOM_0071738540
Exhibit 327
Part 2
IK
type and amount of property for each Class F Exchangeable Share as is the same as
or economically equivalent to (io be determined by the Board of Directors in
the Class F Exchange Ratio. Such dividends shall be paid out of money, assets or
property of the Corporation properly applicable to the payment of dividends. or out
each issued and unissued Class F Exchangeable Share on the basis that each Class F
Exchangeable Share before the subdivision becomes a number of Class F Exchangeable
formality on the part of the Board of Directors or of the holders of Class F Exchangeable
Shares. For greater certainty, no approval of the holders of Class F Exchangeable Shares
subdivision.
applicable law effect a subdivision each issued and unissued Class F Exchangeable Share
on the basis that each holder of a Class F Exchangeable Share before the subdivision shall,
alter the subdivision is effected, hold that number of Class FF Exchangeable Shares equal
to the number of Class F Exchangeable Shares held by such holder immediately prior to
of Class F Exchangeable Shares. For greater certainty, no approval of the holders of Class
F Exchangeable Shares to an amendment to the articles of the Corporation shall be required
Section 4.1(a) and the sending of such a cheque or wire transfer to each holder of Class F
registered holder of Class F Exchangeable Shares may be issued or transferred in respect of any
LEGAL_37218741.2
DOM_0071738541
IL

or transfer thereof by the Corporation to each holder of Class F Exchangeahle Shares shall satisfy
the dividend represented thereby. No holder of Class F Exchangeable Shares shall be entitled to
by a cheque that has not been duly presented to the Corporation's bankers [or payment or that
payable.
43 The record date for the determination of the holders of Class F Exchangeable Shares
entitled to receive payment of, and the payment date for, any dividend declared on the Class F
4.4 If on any payment date for any dividends declared on the Class F Exchangeable Shares
under Section 4.1 the dividends are not paid in full on all of the outstanding Class F Exchangeable
4,5 A holder of Class F Exchangeable Shares is not entitled to receive any dividends in respect
of Class F Exchangeable Shares other than specifically provided for under this ARTICLE 4.
ARTICLE 5
DIVIDENDS: CLASS H EXCHANGEABLE SHARES
5 Subject to Sections 5.4 and 5.5, a holder of a Class H Exchangeable Share shall be entitled
Payment Date, declare a dividend on each Class H Exchangeable Share:
and Support Agreement) or (it) a Tax Distribution (as defined in Section 4.2 of the
cash for each Class H Exchangeable Share on the Parent Distribution Payment
Class B Unit, in each case, multiplied by the Class H Exchange Ratio;
(by subject to the remainder of this Section 5.1, in the case of a distribution paid on the
Class B Units, in such number of Class H Exchangeable Shares for each Class H
10 be paid as a dividend on each Class A Unit and/or Class B Unit; or
{c) in the case of a distribution paid on the Class A Units and/or Class B Units in
LEGAL 37218741.
DOM_0071738542
IM
type and amount of property for each Class H Exchangeable Share as is the same
the Class H Exchange Ratio. Such dividends shall be paid out of money, assets or
each issued and unissued Class H Exchangeable Share on the basis that cach Class H
Exchangeable Share before the subdivision becomes a number of Class H Exchangeable
and/or Class B Units to be paid as a distribution on Class A Units and/or Class B Units, In
formality on the part of the Board of Directors or of the holders of Class H Exchangeable
Shares. For greater certainty, no approval of the holders of Class H Exchangeable Shares
subdivision.
and Support Agreement), the Board of Directors, acting in good [faith shall, subject lo
applicable law effect a subdivision each issued and unissued Class H Exchangeable Share
on the basis that each holder of a Class H Exchangeable Share before the subdivision shall,
after the subdivision is effected, hold that number of Class 14 Exchangeable Shares equal
to the number of Class 1 Exchangeable Shares held by such holder immediately prior to
of Class H Exchangeable Shares, For greater certainty, no approval of the holders of Class
H Exchangeable Shares to an amendment to the articles of the Corporation shall be required
to give effect to such subdivision,
52 Cheques of the Corporation payable at par at any branch of the bankers of the Corporation
specified by a holder, shall be issued or sent in respect of any cash dividends contemplated hy
Section 5.1(a) and the sending of such a cheque or wire transfer to each holder of Class H
registered holder of Class H Exchangeable Shares may be issued or transferred in respect of any
LEGAL_37218741.2
DOM_0071738543
IN

or transfer thereof by the Corporation to each holder of Class H Exchangeable Shares shall satisfy
the dividend represented thereby, No holder of Class H Exchangeable Shares shall be entitled to
payable.
5.3 The record date for the determination of the holders of Class H Exchangeable Shares
entitled to receive payment of, and the payment date for, any dividend declared on the Class H
date. respectively, for the corresponding distribution paid on the Class A Units and/or Class B
54 If on any payment date for any dividends declared on the Class H Exchangeable Shares
under Section 5.1 the dividends are not paid in full on all of the outstanding Class H Exchangeable
5.5 A holder of Class H Exchangeable Shares is not entitled to receive any dividends in respect
of Class H Exchangeable Shares other than specifically provided for under this ARTICLE 5.
ARTICLE 6
any time without, but may at any time with, the approval of the holders of each class of
Exchangeable Shares given as specified in Section 14.5:
Exchangeable Shares:
(h) redeem or purchase any other shares of the Corporation ranking equally with the
distribution; or
(¢) create and issue any new class of shares of the Corporation ranking equaily with,
of share dividends 1o the holders of such Exchangeable Shares.
shall have been declared and paid or reflected in the Class A Exchange Ratio, the Class D
Exchange Ratio, the Class F Exchange Ratio or the Class H Exchange Ratio. as the case may be.
LEGAL _37218741.2
DOM_0071738544
ARTICLE 7
A Each Class A Exchangeable Share is entitled to a preference over the Common Shares and
on the effective date (the “Liquidation Date") of such liquidation, dissolution or winding-up,
the Liquidation Date (but without duplication of any portions of the Class A Liquidation Amount).
Class A Exchangeable Shares (if any), together with such other documents and instruments as may
delivering 10 each holder the Class A Units and Class B Units comprising the applicable number
transfer of immediately available funds, in respect of the remaining portion, if any, of the tol
to receive their proportionate part ofthe total Class A Liquidation Amount, unless delivery of the
LEGAL_27218741.2
DOM_0071738545
|p
right at any time after the Liquidation Date to deposit or deliver (as the case may be) or cause (0
Class A Exchangeable Shares shall be limited to receiving their proportionate part of the (otal
behalf.
any). For greater certainty, the Class A Liquidation Amount may only be satisfied through the
ARTICLE 8
8.1 Each Class D Exchangeable Share is entitled to a preference over the Common Shares and
8.2 Inthe event of the liquidation, dissolution or winding-up ol the Corporation or any other
its affairs, subject in all circumstances to Lhe exercise by Parent of the Liquidation Call Right, a
holder of Class D Exchangeable Shares shall be entitled, subject to applicable law, to receive from
multiplied by the Class D Exchange Ratio (the “Class D Liquidation Amount”), which shall be
such holder on any Dividend Record Date which occurred prior to the Liquidation Date {but
without duplication of any portions of the Class D Liquidation Amount),
LEGAL_37218741.2
DOM_0071738546
1Q
the holders of the Class D Exchangeable Shares the Class D Liquidation Amount for each such
Aet (Ontario) and the articles of the Corporation and such additional documents and instruments
the total Class I Liquidation Amount for such Class D Exchangeable Shares shall be made by
to be deducted and withheld therefrom) for such Class D Exchangeable Shares, against
behalf.
such holders from receiving proceeds in connection with their ownership interests in Parent. if
any). For greater certainty. the Class D Liquidation Amount may only be satisfied through the
receipt of the Exchange Units and not through any other asscts of the Corporation,
LEGAL _37218741.1
DOM_0071738547
ARTICLE %
DISTRIBUTION ON LIQUIDATION: CLASS F EXCHANGEABLE SHARES
9.1 Each Class F Exchangeable Share is entitled to a preference over the Common Shares and
any other shares ranking junior to the Class F Exchangeable Shares with respect to the distribution
holder of Class FF Exchangeable Shares shall be entitled, subject to applicable law, to receive from
the assets of the Corporation in respect of each Class F Exchangeable Share held by such holder
on the Liguidation Date of such liquidation, dissolution or winding-up, before any distribution of
shares ranking junior to the Class F Exchangeable Shares. an amount per share equal to the Fair
multiplied by the Class F Exchange Ratio (the “Class F Liquidation Amount”), which shall be
Class F Exchangeable Share that number of Exchange Units equal to the Class F Exchange Ratio,
together with all declared and unpaid dividends on each such Class F Exchangeable Share held by
without duplication of any portions of the Class F Liquidation Amount),
the holders of the Class F Exchangeable Shares the Class F Liquidation Amount for each such
Class F Exchangeable Share upon presentation and surrender of the certificates representing such
Class F Exchangeable Shares (il any), together with such other documents and instruments as may
be required to effect a transfer of Class F Exchangeable Shares under the Business Corporations
the otal Class F Liquidation Amount for such Class F Exchangeable Shares shall be made by
Class F Liquidation Amount (in each case less any amounts withheld on account of tax required
to be deducted and withheld therefrom), On and after the Liquidation Date, the holders of the
Class F Exchangeable Shares shall cease to be holders of such Class F Exchangeable Shares and
to receive their proportionate part of the total Class F Liquidation Amount, unless delivery of the
total Class F Liquidation Amount for such Class F Exchangeable Shares shall not be made upon
which case the rights of the holders shall remain unaffected until the total Class [F Liquidation
LEGAL_37218741.2
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IS
be deposited or delivered the total Class F Liquidation Amount in respect of the Class F
company in Canada, Upon such deposit or delivery being made, the rights of the holders of such
Class F Exchangeable Shares shall be limited to receiving their proportionate part of the total Class
F Liquidation Amount (in each case less any amounts withheld on account of tax required to be
deducted and withheld therefrom) for such Class F Exchangeable Shares, against presentation and
surrender of the said certificates held by them, respectively. in accordance with the foregoing
provisions. Upon such delivery or deposit of the total Class F Liquidation Amount, the holders of
the relevant Class F Exchangeable Shares shall thereafter be considered and deemed for all
purposes to be holders of the Exchange Units delivered to them or the custodian on their behalf.
of the Class F Exchangeable Shares the Class F Liquidation Amount per Class F Exchangeable
any). For greater certainty, the Class F Liquidation Amount may only be satisfied through the
ARTICLE 10
DISTRIBUTION ON LIQUIDATION: CLASS H EXCHANGEABLE SHARES
10.1 Each Class H Exchangeable Share is entitled to a preference over the Common Shares and
any other shares ranking junior to the Class H Exchangeable Shares with respect to the distribution
holder of Class H Exchangeable Shares shall be entitled, subject to applicable law, to receive from
the assets of the Corporation in respect of each Class H Exchangeable Share held by such holder
shares ranking junior to the Class H Exchangeable Shares, an amount per share equal to the Fair
multiplied by the Class H Exchange Ratio (the “Class H Liquidation Amount”), which shall be
Class H Exchangeable Share that number of Exchange Units equal to the Class H Exchange Ratio,
together with all declared and unpaid dividends on each such Class H Exchangeable Share held by
without duplication of any portions of the Class H Liquidation Amount).
LEGAL _37218741,2
DOM_0071738549
IT
10.3 On or promptly alter the Liquidation Date, the Corporation shall cause to be delivered to
the holders of the Class H Exchangeable Shares the Class H Liquidation Amount for each such
Class H Exchangeable Share upon presentation and surrender of the certificates representing such
Class H Exchangeable Shares (if any), together with such other documents and instruments as may
be required to effect a transfer of Class H Exchangeable Shares under the Business Corporations
Aet (Ontario) and the articles of the Corporation and such additional documents and instruments
the total Class H Liquidation Amount for such Class H Exchangeable Shares shall be made by
Class H Liquidation Amount (in each case less any amounts withheld on account of tax required
Class H Exchangeable Shares shall cease to be holders of such Class H Exchangeable Shares and
to receive their proportionate part of the total Class H Liquidation Amount, unless delivery of the
total Class H Liquidation Amount for such Class H Exchangeable Shares shall not be made upon
which case the rights of the holders shall remain unaffected until the total Class H Liquidation
right at any time after the Liquidation Date to deposit or deliver (as the case may be) or cause lo
be deposited or delivered the total Class H Liquidation Amount in respect of the Class H
Class H Exchangeable Shares shall be limited to receiving their proportionate part of the total
Class H Liquidation Amount (in each case less any amounts withheld on account of tax required
to be deducted and withheld therefrom) for such Class H [Exchangeable Shares, against
the foregoing provisions. Upon such delivery or deposit of the total Class H Liquidation Amount,
the holders of the relevant Class H Exchangeable Shares shall thereafter be considered and deemed
behalf.
of the Class H Exchangeable Shares the Class H Liquidation Amount per Class H Exchangeable
any). For greater certainly, the Class H Liquidation Amount may only be satisfied through the
receipt of the Exchange Units and not through any other assets of the Corporation,
LEGAL_37218741.2
DOM_0071738550
ARTICLE 11
ARTICLE 11, fo require the Corporation lo redeem any or all of the Exchangeable Shares
registered in the name of such holder for an amount per share equal to the Fair Market Value of
the corresponding Exchange Units as of the Retraction Date multiplied by the Class A Exchange
Ratio, Class D Exchange Ratio, Class F Exchange Ratio or Class H Exchange Ratio, as applicable
(the “Retraction Price), which shall be satisfied in full by the Corporation causing to be delivered
10 such holder with respect to (A) each Class A Exchangeable Share, that number of Exchange
Units equal to the Class A Exchange Ratio for each such Class A Exchangeable Share presented
and surrendered by the helder. (B) each Class D Exchangeable Share, that number of Exchange
Units equal to the Class D Exchange Ratio for each such Class D Exchangeable Share presented
and surrendered by the holder, (C) each Class F Exchangeable Share, that number of Exchange
Units equal to the Class F Exchange Ratio for each such Class FF Exchangeable Share presented
and surrendered by the holder in each case and (D) each Class H Exchangeable Share, that number
of Exchange Units equal to the Class H Exchange Ratio for each such Class H Exchangeable Share
presented and surrendered by the holder in each case, together with, on the payment date therefor,
all declared and unpaid dividends on any such Exchangeable Share held by such holder on any
Dividend Record Date which occurred prior to the Retraction Date, To effect such redemption, the
holder shall present and surrender at the registered office of the Corporation the certificate or
certificates (if any) representing the Exchangeable Shares which the holder desires to have the
Corporation redeem, together with such other documents and instruments as may be required to
effect a transfer of such Exchangeable Shares under the Business Corporations Act (Ontario) (or
such other applicable corporations statute) and the articles of the Corporation and such additional
documents and instruments as the Corporation may reasonably require, and together with a duly
executed statement in the torm of Schedule A hereto (a “Retraction Request™) or in such other
form as may be acceptable to the Corporation:
(a) specifying that the holder desires lo have all or any number specified therein of the
(by stating the Business Day on which the holder desires to have the Corporation
redeem the Retracted Shares (the “Retraction Date"); and
(v) acknowledging the overriding right of Parent in all circumstances to purchase some
Right”) and that the Retraction Request shall be deemed 10 be a revocable offer by
LEGAL _37718741.2
DOM_0071738551
Iv
(or purchased by Parent pursuant to the Retraction Call Right), a new certificate for the balance of
such Exchangeable Shares shall be issued to the holder at the expense of the Corporation,
11.3 Upon receipt by the Corporation of a Retraction Request, the Corporation shall
notify the Corporation of its determination to do so (the “Call Notice™) within five Business Days
of notification 10 Parent by the Corporation of the receipt by the Corporation of the Retraction
Corporation will notify the holder as soon as possible, but no later than two Business Days,
thereafier that Parent will not exercise the Retraction Call Right. If Parent delivers the Call Notice
to be an offer by the holder to sell the Retracted Shares to Parent in accordance with the Retraction
purposes of completing a purchase pursuant 1o its Retraction Call Right, Parent shall comply with
(such applicable date and time, the “Retraction Closing”) and, [or greater certainty, no
redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date.
contemplated in this ARTICLE 11.
Corporation or Parent, or a wire transfer of immediately available funds. representing the aggregate
may be, in each case, less any amounts withheld on account of tax required to be deducted and
LEGAL _37218741.2
DOM_0071738552
Ww
or total Purchase Price, as the case may be.
purposes to be a holder of any Class A Units and Class 3 Units comprising the applicable number
of Exchange Units delivered to it.
11.6 Notwithstanding any other provision of this ARTICLE 11. the Corporation shall not be
that such redemption of Retracted Shares would be contrary lo solvency requirements or other
provisions of applicable law, [f the Corporation believes that on any Retraction Date it would not
of Retracted Shares which will not be redeemed by the Corporation. In any case in which the
Exchangeable Shares which the Board of Directors determines the Corporation is, on the
a new certificate, at the expense of the Corporation, representing the Retracted Shares non
redeemed by the Corporation pursuant to Section 11.2,
ARTICLE 12
REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION
corresponding Exchange Unit on the last Business Day prior 10 the Redemption Date multiplied
LEGAL_37216741.2
DOM_0071738553
1X
by the Class A Exchange Ratio, Class D Exchange Ratio, Class F Exchange Ratio or Class H
Exchange Ratio, as applicable (the “Redemption Price”), which shall be satisfied in full by the
Corporation causing to be delivered to such holder, with respect to (A) each Class A Exchangeable
Share held, that number of Exchange Units equal to the Class A Exchange Ratio, (B) each Class
D Exchangeable Share held, that number of Exchange Units equal to the Class D Exchange Ratio,
(C) each Class F Exchangeable Share held, that number of Exchange Units equal to the Class F
Exchange Ratio and (D) each Class H Exchangeable Share held, that number of Exchange Units
equal to the Class H Exchange Ratio, together with, on the payment date therefor, all declared and
unpaid dividends on any such Exchangeable Share held by such holder on any Dividend Record
Date which occurred prior to the Redemption Date.
12.2 In any case of a redemption of Exchangeable Shares under this ARTICLE 12, the
Liquidity Event, the written notice of redemption by the Corporation or the purchase by Parent
in the circumstances. In any such case, such notice shall set out the Redemption Price or the
case may be, the Redemption Date and, if applicable, particulars of the Redemption Call Right.
12.3 On or after the Redemption Date and subject to the exercise by Parent of the Redemption
require, Delivery of the total Redemption Price for such Exchangeable Shares, together with
(which units shall be free and clear of any lien, claim or encumbrance) and, if applicable, a cheque
of the Corporation payable at par al any branch of the bankers of the Corporation, or wire transfer
withheld on account of tax required to be deducted and withheld therefrom, On and afler the
LEGAL_37218741.7
DOM_0071738554
ty
have been satisfied in the manner hereinbefore provided. The Corporation shall have the right at
to deliver or deposit, as the case may be, or cause to be delivered or deposited the aggregate
for redemption to or in a custodial account with any chartered bank or trust company in Canada
withheld therefrom. Upon the later of such deposit being made and the Redemption Date, the
Redemption Date, as the case may be, shall be limited to receiving their proportionate part of the
wilh the foregoing provisions. Upon such delivery or deposit of the aggregate Redemption Price
ARTICLE 13
VOTING RIGHTS
Shares shall not be entitled as such 10 receive notice of or 1o attend any meeting of the shareholders
132 Subject to ARTICLE 14 below, the holders of the Exchangeable Shares are not entitled to
vote separately as a class or dissent upon a proposal to amend the articles of the Corporation to:
(ii) create a new class or series of shares equal or superior to the Exchangeable Shares;
provided that, the Corporation shall not, by any such amendment, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed as set out herein,
ARTICLE 14
Shares may be added to. changed or removed only with the approval of the Class A Majority.
LEGAL _37218741.2
DOM_0071738555
1Z
14.3 The rights, privileges, restrictions and conditions attaching to the Class F Exchangeable
Shares may be added to, changed or removed only with the approval of the Class FF Majority.
14.4 The rights, privileges, restrictions and conditions attaching to the Class H Exchangeable
Shares may be added to, changed or removed only with the approval of the Class H Majority.
14.5 Any approval given by the holders of the Exchangeable Shares to add to, change or remove
B Units comprising the Exchange Units), and all terms and provisions herein shall be interpreted
Corporation, that it is necessary to make certain changes. modifications or amendments to the
Corporation to implement such changes, modilications or amendments,
ARTICLE 15
AGREEMENT
advisable to perform and comply with and to ensure performance and compliance hy the
agreements.
15.2 The Board of Directors shall determine, in good faith, economic equivalence for purposes
of these articles in accordance with the Exchange and Support Agreement and each such
determination shall be conclusive and binding on the Corporation and its shareholders.
LEGAL_37218741.2
DOM_0071738556
IAA
ARTICLE 16
a legend, in form and on terms approved by the Board of Directors, with respect to the Exchange
and Support Agreement and any restrictions of applicable securities laws.

Right, the Retraction Call Right and the Redemption Call Right, in each case, in favour of Parent,
and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of
the Corporation or the retraction or redemption of Exchangeable Shares, as the case may be, and
to be bound thereby in favour of Parent as therein provided, including without limitation, the
entitlement of Parent to deduct and withhold amounts in accordance Section 16.3, if any.
the Income Tax Act (Canada), as amended, or any provision of state, provincial, local or foreign
to Parent or the Corporation, as the case may be, to enable it 10 comply with such deduction or
with respect thereto and any balance of such proceeds of sale,
ARTICLE 17
NOTICES
17.1 Any notice, request or other communication to be given to the Corporation by a holder of
with the by-laws of the Corporation,
17.2 Any notice, request or other communication to be given to Parent by a holder of

accordance with the by-laws of the Corporation,
174 Any presentation and surrender by a holder of Exchangeable Shares to the Corporation of
LEGAL_37218741.2
DOM_0071738557
1BB

addressed to the attention of the President of the Corporation. Any such presentation and surrender
thereof by the Corporation, Any such presentation and surrender of certificates made by ordinary
LEGAL_37216741.2
DOM_0071738558
1cC
SCHEDULE A
To: Dominion Voting Systems Corporation (the “Corporation”) and SSC Dominion Holdings.
LLC (“Parent”).
(the “Share Provisions”) attaching to the Exchangeable Shares of the Corporation represented by
this certificate and all capitalized words and expressions used in this notice that are defined in the
Share Provisions have the meanings ascribed to such words and expressions in such Share
Provisions.
The undersigned hereby notifies the Corporation that, subject in all circumstances to the Retraction
Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance
with ARTICLE 11 of the Share Provisions.
[1 all share(s) represented by this certificate: or

share(s) only.
some of the Retracted Shares from the undersigned and that this notice is and shall be deemed lo
the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and
conditions set out in Section 11.3 of the Share Provisions. The undersigned acknowledges
that this
notice of retraction, and this offer to sell the Retracted Shares to Parent is irrevocable.
The undersigned hereby represents and warrants to Parent and the Corporation that the undersigned
has good title to, and owns, the share(s) represented by this certificate to be acquired by Parent or
the Corporation, as the case may be, free and clear of all liens, claims and encumbrances.
(Date) ) (Signature of Shareholder) (Guarantee of Signature)
| Please check box if the securities, debt instruments and any cheque(s), as applicable,
shareholder from the Corporation, failing which the securities, debt instruments and any cheque(s)
will be mailed to the last address of the shareholder as it appears on the register.
NOTE: This panel must be completed and this certificate, wgether with such additional documents
as the Corporation may require, must be deposited with the Corporation. The securities, debt
instruments, and any cheque(s) resulting from the retraction or purchase of the Retracted Shares
will be issued and registered in, or made payable to, as the case may be, the name of the shareholder
as it appears on the register of the Corporation and the securities, debt instruments and any
LEGAL_37218741.3
DOM_0071738559
IDD
cheque(s), as applicable, resulting from such retraction or purchase will be delivered to such
shareholder as indicated above, unless the form appearing immediately below is duly completed.
Street Address or P.O, Box
NOTE: If this notice of retraction is for less than all of the shares represented by this certificate, a
certificate representing the remaining share(s) of the Corporation represented by this certificate
Corporation, unless the Share Transfer Power on the share certificate is duly completed in respect
of such share(s).
LEGAL_37218741.2
DOM_0071738560
6. The amendmen! has been duly authorized as required by sections 168 and 170 (as applicable) of the Business
Corporations Act.
La modification a été ddment autorisée conformément aux articles 168 el 170 (selon le cas) de la Loi sur les
soclétés par actions.
7. The resolution authorizing the amendment was approved by (he shareholders/direclors (as applicable) of the
corporation on
Les actionnaires ou les administrateurs (selon le cas) de la société ont apprauve la résolution autorisant 1a
modification le
2021/09/30
(Yaar. Manth, Day)
These arlicles are signed in duplicate.

Les présents slatuls sont signés en double exemplaire
(Print name of corporation from Ardicle 1 on page 1)

(Veuillez écrir le nom de la société de l'article un & la page une).
By/
Par
Director
(Signalure) {Destnption of Office)
(Slgnature) Be (Fonction)
John Poulos
07118 (2011/08) Page Z offde 2
DOM_0071738561
Ministry of Government and
@) t H Consumer Services
n d r { Oo Ministére des Services gouvernementaux et
des Services aux consommateurs
Certificate of Amendment Certificat de modification

Business Corporations Act Loi sur les sociétes par actions

Corporation Name / Dénomination sociale
1998653
Ontario Corporation Number / Numéro de société de [‘Ontario
This is to certify that these articles are effective on La présente vise a attester gue ces statuts entreront en
vigueur le
December 20, 2021 / 20 décembre 2021
Eve brea (Lucker

Director / Directeur
Business Corporations Act / Loi sur les societes par actions
The Certificate of Amendment is not complete Ce certificat de modification n'est pas complet s'il
without the Articles of Amendment ne contient pas les statuts de modification
Certified a true copy of the record of the Cople certifiee conforme du dossier du
Ministry of Government and Consumer Services, ministére des Services gouvernementaux et des
Eve brea) A ecl® STI 0 ET Services aux consommateurs.
Director/Registrar Se trea) (Pec
Directeur ou registrateur
DOM_0071738562
BCA - Articles of Amendment - DOMINION VOTING SYSTEMS CORPORATION - OCN:1998653 - December 20, 2021

Consumer Services
Ontar i Oo (7)
Articles of Amendment
Business Corporations Act
Corporation Name (Date of Incorporation/Amalgamation)

DOMINION VOTING SYSTEMS CORPORATION (July 13, 2018)
1. The name of the corporation is changed to:

Not amended
2. The number of directors or the minimum/maximum number of directors are amended as follows:
Not amended
3. The articles are amended as follows:
A. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise, If none, enter
"None"
Not amended
B. The classes and any maximum number of shares that the corporation is authorized to issue:
A. by creating an unlimited number of Class | Exchangeable Shares; B. after giving effect to the foregoing, by changing the
reference to the authorized capital of the Corporation to provide that: The classes and any maximum number of shares that the
Corporation is authorized to issue shall be as follows: (i) an unlimited number of Common Shares; (ii) an unlimited number of
Class A Exchangeable Shares; (iii) an unlimited number of Class D Exchangeable Shares; (iv) an unlimited number of Class F
Exchangeable Shares; (v) an unlimited number of Class H Exchangeable Shares; and (vi) an unlimited number of Class |
C. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors’ authority with
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Government and Consumer Services.
Director/Reglstrar, Ministry of Government and Consumer Services Page 1 of 18
DOM_0071738563
respect to any class of shares which may be issued in series. If there is only one class of shares, enter "Not Applicable":
To substitute the rights, privileges, restrictions and conditions attaching to the Common, Class A Exchangeable, Class D
Exchangeable, Class F Exchangeable, Class H Exchangeable and attach the rights, privileges, restrictions and conditions to the
Class | Exchangeable Shares as follows: COMMON SHARES 1. Dividends Subject to the Business Corporations Act (Ontario), the
holders of the Common Shares ("Cammeon Shares") shall be entitled to receive and the Corporation shall pay thereon, as and
when declared by the directors of the Corporation, out of the monies of the Corporation properly applicable to the payment of
dividends in any financial period, such dividends as the directors may in their discretion declare. 2. Participation in Assets on
Dissolution The holders of the Common Shares shall be entitled to receive, subject to the prior rights of the Class A ES, Class D
ES, Class F ES, Class H ES and Class | ES, the remaining property of the Corporation upon the liquidation, dissolution or winding
up of the Corporation or other distribution of the assets or property of the Corporation, whether voluntary or involuntary. 3.
Voting Rights The holders of the Common Shares shall be entitled to receive notice of, ta attend, and to vote at all meetings of
the shareholders of the Corporation, except meetings at which only holders of a specified class of shares are entitled to attend
and vote, EXCHANGEABLE SHARES ARTICLE 1 INTERPRETATION 1.1 For the purposes of this Part: “Affiliate” of any Person means
any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of
this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as
applied to any Person, means the possession by another Person, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that first menticned Person, whether through the ownership of voting securities, by
contract or otherwise. “Board” means the board of directors of the Corporation. “Business Day’ means any day on which
commercial banks are open for business in both Toronto, Ontario and New York, New York, “Call Notice” has the meaning
ascribed thereto in Section 13.3, “Class A ES" means the Class A Exchangeable Shares in the capital of the Corporation having the
rights, privileges, restrictions and conditions set forth in this Part. “Class A Exch, Ratio” at any time and in respect of each Class A
ES, shall initially be equal to one as at the date of the first issue of Class A ES. “Class A Liquidation Amount” has the meaning
ascribed thereto in Section 8,2. “Class A Majority” means holders of at least two-thirds of the Class A ES then outstanding, “Class
A Unit" means a Class A Unit of the Parent having the relative rights, powers, preferences and obligations set forth in the LLC
Agreement, and for greater certainty, accruing as and from the date of first issue of any Class A Unit. “Class B Unit’ means a Class
B Unit of the Parent having the relative rights, powers, preferences and obligations set forth in the LLC Agreement, and for
greater certainty, accruing as and from the date of first issue of any Class B Unit. “Class D Exch. Ratio” at any time and in respect
of each Class D ES, shall initially be equal to a ratio of one to 1.13793075 as at the date of the first issue of Class D ES. “Class D ES”
means the Class D Exchangeable Shares in the capital of the Corporation having the rights, privileges, restrictions and conditions
set forth in this Part. “Class D Liquidation Amount” has the meaning ascribed thereto in Section 9.2. “Class D Majority” means
holders of at least two-thirds of the Class D ES then outstanding. "Class F Exch. Ratio” at any time and in respect of each Class F
ES, shall initially be equal to a ratio of one to 1.86737355 as at the date of the first issue of Class F ES. "Class F ES" means the
Class F Exchangeable Shares in the capital of the Corporation having the rights, privileges, restrictions and conditions set forth in
this Part. “Class F Liquidation Amount” has the meaning ascribed thereto in Section 10.2. “Class F Majority” means holders of at
least two-thirds of the Class F ES then outstanding. “Class H Exch. Ratio” at any time and in respect of each Class H ES, shall
initially be equal to a ratio of one to 2,52174361 as at the date of the first issue of Class H ES, "Class H ES” means the Class H
Exchangeable Shares in the capital of the Corporation having the rights, privileges, restrictions and conditions set forth in this
Part. “Class H Liquidation Amount” has the meaning ascribed thereto in Section 11.2. “Class H Majority” means holders of at least
two-thirds of the Class H ES then outstanding. “Class | Exch. Ratio” at any time and in respect of each Class | ES, shall initially be
equal to a ratio of one to 3.22892381 as at the date of the first issue of Class | ES. “Class | ES" means the Class | Exchangeable
Shares in the capital of the Corporation having the rights, privileges, restrictions and conditions set forth in this Part. "Class |
Liquidation Amount” has the meaning ascribed thereto in Section 12.2. "Class | Majority” means holders of at least two-thirds of
the Class | ES then outstanding. "Common Shares” means the commen shares In the capital of the Corporation. “Corporation”
means Dominion Voting Systems Corporation, a corporation amalgamated under the laws of Ontario. “Dividend Amount” has the
meaning ascribed thereto in Section 13.3. “Dividend Record Date” means the date, if any, fixed by the Board as the date for
determining holders of Exchangeable Shares entitled to receive payment of a dividend declared pursuant to ARTICLE 2, ARTICLE
3, ARTICLE 4, ARTICLE 5 and ARTICLE 6, and if no such date is so fixed, then “Dividend Record Date” shall be deemed to mean the
Certified a true copy of the record of the Ministry of Government
and Consumer Services.
Directar/Reglstrar, Ministry of Government and Consumer Services Page 20of18
DOM_0071738564
date oh which such dividend is paid to holders of such class of Exchangeable Shares. “ESA” means the Fourth Amended and
Restated Exchange and Support Agreement dated as of the Fifth Issuance Date between Parent, the Corporation, DVSC SPV, Inc,
DVSC SPVZ, Inc. and the holders of Class | ES, as the same may be amended, restated or replaced from time to time. “EU” means
a unit consisting of one Class A Unit and one Class B Unit. "Exchangeable Shares” means Class A ES, Class D ES, Class F ES, Class H
ES and Class | ES. “Fifth Issuance Date” means the date upon which the first Class | Exchangeable Share was issued by the
Corporation. “FMV means the fair market value of an EU determined by the board of managers of the Parent (or a liquidator) in
its judgment in such manner as it deems reasonable and using all factors, information and data deemed by it to be pertinent,
subject to and in accordance with Section 11.1 of the LLC Agreement. “Fourth Issuance Date” means the date upon which the
first Class H ES was issued by the Corporation. “Liquidation Date” has the meaning ascribed thereto in Section 8.2. "Liquidation
Call Right” has the meaning ascribed thereto in the ESA. “Liquidity Event” means any transaction or series of related transactions
pursuant to which any Person(s) or group of related Persons (other than Affiliates of Parent), in the aggregate acquire(s) (i)
securities of Parent possessing voting power (other than voting rights accruing only in the event of a default or breach) to elect
the board of managers of Parent, which in the aggregate, control a majority of the votes on the board of managers of Parent
(whether by merger, consclidation, reorganization, combination, sale or transfer of the Parent's securities, securityholder or
voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of Parent's assets determined on a
consclidated basis; provided that a Public Offering (as such term is defined in the LLC Agreement) shall not constitute a Liquidity
Event. "LLC Agreement” means the Limited Liability Company Agreement of Parent, as the same may be amended, restated or
replaced from time to time. “Original Issuance Date” means the date upon which the first Class A ES was issued by CA Dominion,
Inc, a predecessor of the Corporation. "Parent” means SSC Dominion Holdings, LLC, a limited liability company formed under the
laws of the State of Delaware and any successor thereto. “Parent Distribution Payment Date” means any date on which Parent
makes a distribution on the Class A Units and/or the Class B Units. “Person” includes any individual, firm, partnership, joint
venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group,
body corporate, corporation, unincorporated association or organization, government body, syndicate or other entity, whether
or not having legal status. "Purchase Price” has the meaning ascribed thereto in Section 13.3. "Redemption Call Purchase Price”
has the meaning ascribed thereto in the ESA. "Redemption Call Right” has the meaning ascribed thereto in the ESA. “Redemption
Date” means the date, if any, established by the Board for the redemption by the Corporation of Exchangeable Shares pursuant
to ARTICLE 14, which date is the earliest of: (a) the effective date in respect of a Liquidity Event, provided that if a majority of the
board of managers of Parent determines, in good faith and in their sole discretion, that: (i) it is not reasonably practicable to
continue ar substantially replicate the terms and conditions of the Exchangeable Shares in connection with such Liquidity Event
or that the redemption of all but not less than all of the outstanding Exchangeable Shares is necessary to enable the completion
of such Liquidity Event in accardance with its terms; or (if) the consideration payable to the holders of Class A Units and Class B
Units in such Liquidity Event is cash, then in either such instance the board of managers of Parent may accelerate such
redemption date to such date prior to the Liquidity Event as such board may determine, upon such number of days of prior
written notice to the registered holders of Exchangeable Shares as the board of managers of Parent may determine in its sole
discretion to be reasonably practicable in such circumstances; provided that Parent and the board of managers of Parent shall
use all commercially reasonable efforts to ensure that any such redemption is effective only upon, and is conditional upon, the
closing of the Liquidity Event; (b) the date specified by the written consent or agreement of the Class A Majority, Class D Majority,
Class F Majority, Class H Majority of Class | Majority, as applicable; or (c) any date specified by the Board on or after the date that
the Income Tax Act (Canada) is amended to permit the holders of Exchangeable Shares to effect an exchange for EUs without
creating a taxable event under the Income Tax Act (Canada) for the holders of Exchangeable Shares. “Redemption Price” has the
meaning ascribed thereto in Section 14.7. “Retracted Shares” has the meaning ascribed thereto in Section 13.7(a). “Retraction Call
Right" has the meaning ascribed thereto in Section 13.1(c). "Retraction Date” has the meaning ascribed thereto in Section 13.1(b).
"Retraction Price” has the meaning ascribed thereto in Section 13.1. “Retraction Request” has the meaning ascribed thereto in
Section 13.1. “Second Issuance Date” means the date upon which the first Class D ES was issued by the Corporation. “Special
Dividend” means any cash dividend to be paid on the Exchangeable Shares from time to time, resulting from the payment of a
dividend by Parent on the Class A Units and/or Class B Units, which cash dividend would, in the good faith determination of the
Board, be subject to tax under Part VI.1 of the Income Tax Act (Canada). "Special Dividend Call Right” has the meaning ascribed
thereto in the ESA. “Third Issuance Date” means the date upon which the first Class F ES was issued by the Corporation. 1.2
Unless otherwise indicated, any reference to an "Article" or “Section” shall be a reference to that Article or Section herein.
ARTICLE 2 DIVIDENDS: CLASS A EXCHANGEABLE SHARES 2.1 Subject to Sections 2.4 and 2.5, a holder of a Class A ES shall be
DOM_0071738565
entitled to receive, and the Board shall, subject to applicable law, on each Parent Distribution Payment Date, declare a dividend
on each Class A ES: (a) in the case of a cash distribution other than (i} a Special Dividend (provided that Parent has exercised its
Special Dividend Call Right as defined in the ESA) or (ii) a Tax Distribution (as defined in Section 4.2 of the LLC Agreement), paid
on the Class A Units and/or Class B Units, in an amount in cash for each Class A ES on the Parent Distribution Payment Date, in
each case, equal to the cash distribution paid on each Class A Unit and/or Class B Unit, in each case, multiplied by the Class A
Exch. Ratio; (b) subject to the remainder of this Section 2.1, in the case of a distribution paid on the Class A Units and/or Class B
Units to be paid in additional Class A Units and/or Class B Units, in such number of Class A ES for each Class A ES as is equal to
the number of Class A Units and/or Class B Units to be paid as a dividend on each Class A Unit and/or Class B Unit; or (c) in the
case of a distribution paid on the Class A Units and/or Class B Units in property other than cash or additional Class A Units
and/or Class B Units, in such type and amount of property for each Class A ES as is the same as or economically equivalent to (to
be determined by the Board in accordance with Section 17.2) the type and amount of property paid as a distribution on each
Class A Unit and/or Class B Unit, in each case, multiplied by the Class A Exch. Ratio. Such dividends shall be paid out of money,
assets or property of the Corporation properly applicable to the payment of dividends, or out of authorized but unissued shares
of the Carparation, as applicable. In the case of a distribution paid on the Class A Units and/or Class B Units to be paid in
additional Class A Units and/or Class B Units, in lieu of declaring the share dividend contemplated by Section 2.1(b), the Board,
acting in good faith, may, in its discretion and subject to applicable law, subdivide, re-divide or change (the "subdivision”) each
issued and unissued Class A ES on the basis that each Class A ES before the subdivision becames a number of Class AES as is
equal to the sum of (i) an EU and (ii) the number of Class A Units and/or Class B Units to be paid as a distribution on Class A Units
and/or Class B Units. In such instance, and notwithstanding any other provision hereof, such subdivision shall become effective
on the effective date specified in Section 2.3 without any further act or formality on the part of the Board or of the holders of
Class A ES. For greater certainty, no approval of the holders of Class A ES to an amendment to the articles of the Corporation
shall be required ta give effect to such subdivision. In the case that Parent exercises its Special Dividend Call Right (as defined in
the ESA), the Board, acting in good faith shall, subject to applicable law effect a subdivision each issued and unissued Class A ES
on the basis that each holder of a Class A ES before the subdivision shall, after the subdivision is effected, hold that number of
Class A ES equal to the number of Class A ES held by such holder immediately prior to the Parent's exercise of the Special
Dividend Call Right (as defined in the ESA). In such instance, and notwithstanding any other provision hereof, such subdivision
shall become effective on the effective date specified in Section 2.3 without any further act or formality on the part of the Board
or of the holders of Class A ES. For greater certainty, no approval of the holders of Class A ES to an amendment to the articles of
the Corporation shall be required to give effect to such subdivision. 2.2 Cheques of the Corporation payable at par at any branch
of the bankers of the Corporation or, at the Corporation's election, a wire transfer of immediately available funds te an account
specified by a holder, shall be issued or sent in respect of any cash dividends contemplated by Section 2.1(a) and the sending of
such a cheque or wire transfer to each holder of Class A ES shall satisfy the cash dividend represented thereby unless the cheque
is not paid on presentation or the wire transfer is not received. Certificates registered in the name of each registered holder of
Class A ES may be issued or transferred in respect of any share dividends contemplated by Section 2.1(b) and the sending of
such a certificate to any such holder shall satisfy the share dividend represented thereby. Such other type and amount of
property in respect of any dividends contemplated by Section 2.1(c) shall be issued, distributed or transferred by the Corporation
in such manner as it shall determine and the issuance, distribution or transfer thereof by the Corporation to each holder of Class
AES shall satisfy the dividend represented thereby. No holder of Class A ES shall be entitled to recover by action or other legal
process against the Corporation any dividend that is represented by a cheque that has not been duly presented to the
Corporation's bankers for payment or that otherwise remains unclaimed for a period of six years from the date on which such
dividend was payable. 2.3 The record date for the determination of the holders of Class A ES entitled to receive payment of, and
the payment date for, any dividend declared on the Class A ES under Section 2.1 shall be the same dates as the record date and
payment date, respectively, for the corresponding distribution paid on the Class A Units and/or Class B Units, as applicable. 2.4 If
on any payment date for any dividends declared on the Class A ES under Section 2.1 the dividends are not paid in full on all of
the outstanding Class A ES, any such dividends that remain unpaid are to be paid on a subsequent date or dates determined by
the Board on which the Corporation has sufficient money, assets or property properly available to the payment of such
dividends. 2.5 A holder of Class A ES is not entitled to receive any dividends in respect of Class A ES other than specifically
provided for under this ARTICLE 2. ARTICLE 3 DIVIDENDS: CLASS D EXCHANGEABLE SHARES 3.1 Subject to Sections 3.4 and 3.5, a
holder of a Class D ES shall be entitled to receive, and the Board shall, subject to applicable law, on each Parent Distribution
Payment Date, declare a dividend on each Class D ES: (a) in the case of a cash distribution other than (i) a Special Dividend
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DOM_0071738566
(provided that Parent has exercised its Special Dividend Call Right as defined in the ESA) or (ii) a Tax Distribution (as defined in
Section 4.2 of the LLC Agreement), paid on the Class A Units and/or Class B Units, in an amount in cash for each Class D ES on the
Parent Distribution Payment Date, in each case, equal to the cash distribution paid on each Class A Unit and/or Class B Unit, in
each case, multiplied by the Class D Exch. Ratio; (b) subject to the remainder of this Section 3.7, in the case of a distribution paid
on the Class A Units and/or Class B Units to be paid in additional Class A Units and/er Class B Units, in such number of Class D ES
for each Class D ES as is equal to the number of Class A Units and/or Class B Units to be paid as a dividend on each Class A Unit
and/or Class B Unit; or (c) in the case of a distribution paid on the Class A Units and/or Class B Units in property other than cash
or additional Class A Units and/or Class B Units, in such type and amount of property for each Class D ES as is the same as or
economically equivalent to (to be determined by the Board in accordance with Section 17.2) the type and amount of property
paid as a distribution on each ClassA Unit and/or Class B Unit, in each case, multiplied by the Class D Exch. Ratio. Such dividends
shall be paid out of money, assets or property of the Corporation properly applicable to the payment of dividends, or out of
authorized but unissued shares of the Corporation, as applicable. In the case of a distribution paid on the Class A Units and/or
Class B Units to be paid in additional Class A Units and/or Class B Units, in lieu of declaring the share dividend contemplated by
Section 3.1(b), the Board, acting in good faith, may, in its discretion and subject to applicable law, subdivide, re-divide or change
(the “subdivision” each issued and unissued Class D ES on the basis that each Class D ES before the subdivision becomes a
number of Class D ES as is equal to the sum of (i) an EU and (ii) the number of Class A Units and/or Class B Units to be paid as a
distribution on Class A Units and/or Class B Units. In such instance, and notwithstanding any other provision hereof, such
subdivision shall become effective on the effective date specified in Section 3.3 without any further act er formality on the part of
the Board or of the holders of Class D ES. For greater certainty, no approval of the halders of Class D ES to an amendment to the
articles of the Corporation shall be required to give effect to such subdivision. In the case that Parent exercises its Special
Dividend Call Right (as defined in the ESA), the Board, acting in good faith shall, subject to applicable law effect a subdivision each
issued and unissued Class D ES on the basis that each holder of a Class D ES before the subdivision shall, after the subdivision is
effected, hold that number of Class D ES equal to the number of Class D ES held by such holder immediately prior to the Parent's
exercise of the Special Dividend Call Right (as defined in the ESA). In such instance, and notwithstanding any other provision
hereof, such subdivision shall become effective on the effective date specified in Section 3.3 without any further act or formality
on the part of the Board or of the holders of Class D ES. For greater certainty, no approval of the holders of Class D ES to an
amendment to the articles of the Corporation shall be required to give effect to such subdivision. 3.2 Cheques of the Corporation
payable at par at any branch of the bankers of the Corporation or, at the Corporation's election, a wire transfer of immediately
available funds to an account specified by a holder, shall be issued or sent in respect of any cash dividends contemplated by
Section 3.1(a) and the sending of such a cheque or wire transfer to each holder of Class D ES shall satisfy the cash dividend
represented thereby unless the cheque is not paid on presentation or the wire transfer is not received. Certificates registered in
the name of each registered holder of Class D ES may be issued or transferred in respect of any share dividends contemplated
by Section 3.1(b) and the sending of such a certificate to any such halder shall satisfy the share dividend represented thereby.
Such other type and amount of property in respect of any dividends contemplated by Section 3.1(c) shall be issued, distributed
or transferred by the Corporation in such manner as it shall determine and the issuance, distribution or transfer thereof by the
Corporation to each holder of Class D ES shall satisfy the dividend represented thereby. No holder of Class D ES shall be entitled
to recover by action or other legal process against the Corporation any dividend that is represented by a cheque that has not
been duly presented to the Corporation's bankers for payment or that otherwise remains unclaimed for a period of six years
from the date on which such dividend was payable. 3.3 The record date for the determination of the holders of Class D ES
entitled to receive payment of, and the payment date for, any dividend declared on the Class D ES under Section 3.1 shall be the
same dates as the record date and payment date, respectively, for the corresponding distribution paid on the Class A Units
and/or Class B Units, as applicable, 3.4 If on any payment date for any dividends declared on the Class D ES under Section 3.1 the
dividends are not paid in full on all of the outstanding Class D ES, any such dividends that remain unpaid are to be paid on a
subsequent date or dates determined by the Board on which the Corporation has sufficient money, assets or property properly
available to the payment of such dividends. 3.5 A holder of Class D ES is not entitled to receive any dividends in respect of Class D
ES other than specifically provided for under this ARTICLE 3. ARTICLE 4 DIVIDENDS: CLASS F EXCHANGEABLE SHARES 4.1 Subject
to Sections 4.4 and 4.5, a holder of a Class F ES shall be entitled to receive, and the Board shall, subject to applicable law, on each
Parent Distribution Payment Date, declare a dividend on each Class F ES: (a) in the case of a cash distribution other than (i) a
Special Dividend (provided that Parent has exercised its Special Dividend Call Right as defined in the ESA) or (ii) a Tax Distribution
(as defined In Section 4.2 of the LLC Agreement), paid on the Class A Units and/or Class B Units, in an amount in cash for each
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DOM_0071738567
Class F ES on the Parent Distribution Payment Date, in each case, equal to the cash distribution paid on each Class A Unit and/or
Class B Unit, in each case, multiplied by the Class F Exch. Ratio; (b) subject to the remainder of this Section 4.1, in the case of a
distribution paid on the Class A Units and/or Class B Units to be paid in additional Class A Units and/or Class B Units, in such
number of Class F ES for each Class F ES as is equal to the number of Class A Units and/or Class B Units to be paid as a dividend
on each Class A Unit and/or Class B Unit; or (¢) in the case of a distribution paid on the Class A Units and/or Class B Units in
property other than cash or additional Class A Units and/or Class B Units, in such type and amount of property for each Class F
ES as is the same as or economically equivalent to (to be determined by the Board in accordance with Section 17.2) the type and
amount of property paid as a distribution on each Class A Unit and/or Class B Unit, in each case, multiplied by the Class F Exch,
Ratio. Such dividends shall be paid out of money, assets or property of the Corporation properly applicable to the payment of
dividends, or out of authorized but unissued shares of the Corporation, as applicable. In the case of a distribution paid on the
Class A Units and/or Class B Units to be paid in additional Class A Units and/ar Class B Units, in lieu of declaring the share
dividend contemplated by Section 4.1(b), the Board, acting in good faith, may, in its discretion and subject to applicable law,
subdivide, re-divide or change (the “subdivision”) each issued and unissued Class F ES on the basis that each Class F ES before
the subdivision becomes a number of Class F ES as is equal to the sum of (i) an EU and (ii) the number of Class A Units and/or
Class B Units to be paid as a distribution on Class A Units and/or Class B Units. In such instance, and notwithstanding any other
provision hereof, such subdivision shall become effective on the effective date specified in Section 4.3 without any further act or
formality en the part of the Board or of the holders of Class F ES. For greater certainty, no approval of the holders of Class F ES to
an amendment to the articles of the Corporation shall be required to give effect to such subdivision. In the case that Parent
exercises its Special Dividend Call Right (as defined in the ESA), the Board, acting in good faith shall, subject to applicable law
effect a subdivision each issued and unissued Class F ES on the basis that each holder of a Class F ES before the subdivision shall,
after the subdivision is effected, hold that number of Class F ES equal to the number of Class F ES held by such holder
immediately prior to the Parent's exercise of the Special Dividend Call Right (as defined in the ESA). In such instance, and
notwithstanding any other provision hereof, such subdivision shall become effective on the effective date specified in Section 4.3
without any further act or formality on the part of the Board or of the holders of Class F ES. For greater certainty, no approval of
the holders of Class F ES to an amendment to the articles of the Corporation shall be required to give effect to such subdivision.
4,2 Cheques of the Corporation payable at par at any branch of the bankers of the Corporation or, at the Corporation's election,
a wire transfer of immediately available funds to an account specified by a holder, shall be issued or sent in respect of any cash
dividends contemplated by Section 4.1(a) and the sending of such a cheque or wire transfer to each holder of Class F ES shall
satisfy the cash dividend represented thereby unless the cheque is not paid on presentation or the wire transfer is not received.
Certificates registered in the name of each registered holder of Class F ES may be issued or transferred in respect of any share
dividends contemplated by Section 4,1(b) and the sending of such a certificate to any such holder shall satisfy the share dividend
represented thereby. Such other type and amount of property in respect of any dividends contemplated by Section 4.1(c) shall
be issued, distributed or transferred by the Corporation in such manner as it shall determine and the issuance, distribution or
transfer thereof by the Corporation to each holder of Class F ES shall satisfy the dividend represented thereby. No holder of
Class F ES shall be entitled to recover by action or other legal process against the Corporation any dividend that is represented
by a cheque that has not been duly presented to the Corporation's bankers for payment or that otherwise remains unclaimed for
a period of six years from the date on which such dividend was payable, 4.3 The record date for the determination of the holders
of Class F ES entitled to receive payment of, and the payment date for, any dividend declared on the Class F ES under Section 4.1
shall be the same dates as the record date and payment date, respectively, for the corresponding distribution paid on the Class A
Units and/or Class B Units, as applicable. 4.4 If on any payment date for any dividends declared on the Class F ES under Section
4.1 the dividends are not paid in full on all of the outstanding Class F ES, any such dividends that remain unpaid are to be paid on
a subsequent date or dates determined by the Board on which the Corporation has sufficient money, assets or property properly
available to the payment of such dividends. 4.5 A holder of Class F ES is not entitled to receive any dividends in respect of Class F
ES other than specifically provided for under this ARTICLE 4. ARTICLE 5 DIVIDENDS: CLASS H EXCHANGEABLE SHARES 5.1 Subject
to Sections 5.4 and 5.5, a holder of a Class H ES shall be entitled to receive, and the Board shall, subject to applicable law, on each
Parent Distribution Payment Date, declare a dividend on each Class H ES: (a) in the case of a cash distribution other than (i) a
Special Dividend (provided that Parent has exercised its Special Dividend Call Right as defined in the ESA) or (ii) a Tax Distribution
(as defined in Section 4.2 of the LLC Agreement), paid on the Class A Units and/or Class B Units, in an amount in cash for each
Class H ES on the Parent Distribution Payment Date, in each case, equal to the cash distribution paid on each Class A Unit and/or
Class B Unit, in each case, multiplied by the Class H Exch. Ratio; (b) subject to the remainder of this Section 5.1, in the case of a
DOM_0071738568
distribution paid on the Class A Units and/or Class B Units to be paid in additional Class A Units and/or Class B Units, in such
number of Class H ES for each Class H ES as is equal to the number of Class A Units and/or Class B Units to be paid as a dividend
on each Class A Unit and/or Class B Unit; or (c) in the case of a distribution paid on the Class A Units and/or Class B Units in
property other than cash or additional Class A Units and/or Class B Units, in such type and amount of property for each Class H
ES as is the same as or economically equivalent to (to be determined by the Board in accordance with Section 17.2)the type and
amount of property paid as a distribution en each Class A Unit and/or Class B Unit, in each case, multiplied by the Class H Exch.
Ratio. Such dividends shall be paid out of money, assets or property of the Corporation properly applicable to the payment of
dividends, or out of authorized but unissued shares of the Corporation, as applicable. In the case of a distribution paid on the
Class A Units and/or Class B Units to be paid in additional Class A Units and/or Class B Units, in lieu of declaring the share
dividend contemplated by Section 5.1(b), the Board, acting in good faith, may, in its discretion and subject to applicable law,
subdivide, re-divide or change (the "subdivision”) each issued and unissued Class H ES on the basis that each Class H ES before
the subdivision becomes a number of Class H ES as is equal to the sum of (i} an EU and (ii) the number of Class A Units and/or
Class B Units to be paid as a distribution on Class A Units and/or Class B Units. In such instance, and notwithstanding any other
provision hereof, such subdivision shall become effective on the effective date specified in Section 5.3 without any further act or
formality on the part of the Board or of the holders of Class H ES. For greater certainty, no approval of the holders of Class H ES
to an amendment to the articles of the Corporation shall be required to give effect to such subdivision. In the case that Parent
effect a subdivision each issued and unissued Class H ES on the basis that each holder of a Class H ES before the subdivision
shall, after the subdivision is effected, hold that number of Class H ES equal to the number of Class H ES held by such holder
immediately prior to the Parent's exercise of the Special Dividend Call Right (as defined in the ESA). In such instance, and
notwithstanding any other provision hereof, such subdivision shall become effective on the effective date specified in Section 5.3
without any further act or formality on the part of the Board or of the holders of Class H ES. For greater certainty, no approval of
the holders of Class H ES to an amendment to the articles of the Corporation shall be required to give effect to such subdivision.
5.2 Cheques of the Corporation payable at par at any branch of the bankers of the Corporation or, at the Corporation's election,
a wire transfer of immediately available funds to an account specified by a holder, shall be issued or sent in respect of any cash
dividends contemplated by Section 5.1(a) and the sending of such a cheque or wire transfer to each holder of Class H ES shall
satisfy the cash dividend represented thereby unless the cheque Is not paid on presentation or the wire transfer is not received.
Certificates registered in the name of each registered holder of Class H ES may be issued or transferred in respect of any share
dividends contemplated by Section 5.1(b) and the sending of such a certificate to any such holder shall satisfy the share dividend
represented thereby. Such other type and amount of property in respect of any dividends contemplated by Section 5.1(¢c) shall
be issued, distributed or transferred by the Corporation in such manner as it shall determine and the issuance, distribution or
transfer thereof by the Corporation to each holder of Class H ES shall satisfy the dividend represented thereby. No holder of
Class H ES shall be entitled to recover by action or other legal process against the Corporation any dividend that is represented
by a cheque that has not been duly presented to the Corporation's bankers for payment or that otherwise remains unclaimed for
a period of six years from the date on which such dividend was payable. 5.3 The record date for the determination of the holders
of Class H ES entitled to receive payment of, and the payment date for, any dividend declared on the Class H ES under Section 5.1
shall be the same dates as the record date and payment date, respectively, for the corresponding distribution paid on the Class A
Units and/or Class B Units, as applicable, 5.4 If on any payment date for any dividends declared on the Class H ES under Section
5.1 the dividends are not paid in full on all of the outstanding Class H ES, any such dividends that remain unpaid are to be paid
on a subsequent date or dates determined by the Board on which the Corporation has sufficient money, assets or property
properly available to the payment of such dividends. 5.5 A holder of Class H ES is not entitled to receive any dividends in respect
of Class H ES other than specifically provided for under this ARTICLE 5. ARTICLE 6 DIVIDENDS: CLASS | EXCHANGEABLE SHARES
6.1 Subject to Sections 6.4 and 6.5, a holder of a Class | Exchangeable Share shall be entitled to receive, and the Board shall,
subject to applicable law, on each Parent Distribution Payment Date, declare a dividend on each Class | Exchangeable Share: (a)
in the case of a cash distribution other than (i) a Special Dividend (provided that Parent has exercised its Special Dividend Call
Right as defined in the ESA) or(ii) a Tax Distribution (as defined in Section 4.2 of the LLC Agreement), paid on the Class A Units
and/or Class B Units, in an amount in cash for each Class | Exchangeable Share on the Parent Distribution Payment Date, in each
case, equal to the cash distribution paid on each Class A Unit and/or Class B Unit, in each case, multiplied by the Class | Exch.
Ratio; (b) subject to the remainder of this Section 6.1, in the case of a distribution paid on the Class A Units and/or Class B Units
to be paid In additional Class A Units and/or Class B Units, in such number of Class | ES for each Class | Exchangeable Share as is
DOM_0071738569
equal to the number of Class A Units and/or Class B Units to be paid as a dividend on each Class A Unit and/or Class B Unit; or (c)
in the case of a distribution paid on the Class A Units and/or Class B Units in property other than cash or additional Class A Units
and/or Class B Units, in such type and amount of property for each Class | Exchangeable Share as is the same as or economically
equivalent to (to be determined by the Board in accordance with Section 17.2) the type and amount of property paid as a
distribution on each Class A Unit and/or Class B Unit, in each case, multiplied by the Class | Exch. Ratio. Such dividends shall be
paid out of money, assets or property of the Corporation properly applicable to the payment of dividends, or out of authorized
but unissued shares of the Corporation, as applicable. In the case ofa distribution paid on the Class A Units and/or Class B Units
to be paid in additional Class A Units and/or Class B Units, in lieu of declaring the share dividend contemplated by Section 6.1(b),
the Board, acting in good faith, may, in its discretion and subject to applicable law, subdivide, re-divide or change (the
"subdivision”) each issued and unissued Class | Exchangeable Share on the basis that each Class | Exchangeable Share before the
subdivision becomes a number of Class | ES as is equal to the sum of (i) an EU and (ii) the number of Class A Units and/or Class B
Units to be paid as a distribution on Class A Units and/or Class B Units. In such instance, and notwithstanding any other provision
hereof, such subdivision shall become effective on the effective date specified in Section 6.3 without any further act or formality
on the part of the Board or of the holders of Class | ES. For greater certainty, no approval of the holders of Class | ES to an
amendment to the articles of the Corporation shall be required to give effect to such subdivision. In the case that Parent
effect a subdivision each issued and unissued Class | Exchangeable Share on the basis that each holder of a Class | Exchangeable
Share before the subdivision shall, after the subdivision is effected, hold that number of Class | ES equal to the number of Class |
ES held by such holder immediately prior to the Parent's exercise of the Special Dividend Call Right (as defined in the ESA). In
such instance, and notwithstanding any other provision hereof, such subdivision shall become effective on the effective date
specified in Section 6.3 without any further act or formality on the part of the Board or of the holders of Class | ES. For greater
certainty, no approval of the holders of Class | ES ta an amendment to the articles of the Corporation shall be required to give
effect to such subdivision. 6.2 Cheques of the Corporation payable at par at any branch of the bankers of the Corporation or, at
the Corporation's election, a wire transfer of immediately available funds to an account specified by a holder, shall be issued or
sent in respect of any cash dividends contemplated by Section 6.1(a) and the sending of such a cheque or wire transfer to each
holder of Class | ES shall satisfy the cash dividend represented thereby unless the cheque is not paid on presentation or the wire
transfer Is not received. Certificates registered in the name of each registered holder of Class | ES may be issued or transferred in
respect of any share dividends contemplated by Section 6.1(b) and the sending of stich a certificate to any such holder shall
satisfy the share dividend represented thereby. Such other type and amount of property in respect of any dividends
contemplated by Section 6.1(c) shall be issued, distributed or transferred by the Corporation in such manner as it shall
determine and the issuance, distribution or transfer thereof by the Corporation to each holder of Class | ES shall satisfy the
dividend represented thereby. No holder of Class | ES shall be entitled to recover by action or other legal process against the
Corporation any dividend that is represented by a cheque that has not been duly presented to the Corporation's bankers for
payment or that otherwise remains unclaimed for a period of six years from the date on which such dividend was payable. 6.3
The record date for the determination of the holders of Class | ES entitled to receive payment of, and the payment date for, any
dividend declared on the Class | ES under Section 6.1 shall be the same dates as the record date and payment date, respectively,
for the corresponding distribution paid on the Class A Units and/or Class B Units, as applicable. 6.4 If on any payment date for
any dividends declared on the Class | ES under Section 6.1 the dividends are not paid in full on all of the outstanding Class | ES,
any such dividends that remain unpaid are to be paid oh a subsequent date or dates determined by the Board on which the
Corporation has sufficient money, assets or property properly available to the payment of such dividends. 6.5 A holder of Class |
ES is not entitled to receive any dividends in respect of Class | ES other than specifically provided for under this ARTICLE 6.
ARTICLE 7 CERTAIN RESTRICTIONS 7.1 So long as any of the Exchangeable Shares are outstanding, the Corporation shall not at
any time without, but may at any time with, the approval of the holders of each class of Exchangeable Shares given as specified
in Section 16.6: (a) redeem or purchase Common Shares or any other shares ranking junior to the Exchangeable Shares; (b)
redeem or purchase any other shares of the Corporation ranking equally with the Exchangeable Shares with respect to the
payment of dividends or on any liquidation distribution; or (c) create and issue any new class of shares of the Corporation
ranking equally with, or superior to, the Exchangeable Shares (excluding Common Shares) with respect to the payment of
dividends or on any liquidation distribution, other than by way of share dividends to the holders of such Exchangeable Shares,
The above restrictions shall not apply if all dividends on the outstanding Exchangeable Shares corresponding to distributions
paid to date on Class A Units and/or Class B Units, as applicable, shall have been declared and paid or reflected in the Class A
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DOM_0071738570
Exch. Ratio, the Class D Exch. Ratio, the Class F Exch. Ratio, the Class H Exch. Ratio or the Class | Exch. Ratio, as the case may be.
ARTICLE 8 DISTRIBUTION ON LIQUIDATION: CLASS A EXCHANGEABLE SHARES 8.1 Each Class A ES is entitled to a preference over
the Common Shares and any other shares ranking junior to the Class A ES with respect to the distribution of assets in the event
of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the
assets of the Corporation among its shareholders for the purpose of winding up its affairs, 8.2 In the event of the liquidation,
dissolution or winding-up of the Corporaticn or any other distribution of the assets of the Corporation among its shareholders
for the purpose of winding up its affairs, subject in all circumstances to the exercise by Parent of the Liquidation Call Right, a
holder of Class A ES shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each
Class A ES held by such holder on the effective date (the “Liquidation Date”) of such liquidation, dissolution or winding-up, before
any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares
ranking junior to the Class A ES, an amount per share equal to the FMV of an EU on the last Business Day prior to the Liquidation
Date multiplied by the Class A Exch. Ratio (the “Class A Liquidation Amount”), which shall be satisfied in full by the Corporation
causing to be delivered to such holder with respect to each Class A ES that number of EUs equal to the Class A Exch. Ratio,
together with all declared and unpaid dividends on each such Class A ES held by such holder on any Dividend Record Date which
occurred prior to the Liquidation Date (but without duplication of any portions of the Class A Liquidation Amount). 8.3 On or
promptly after the Liquidation Date, the Corporation shall cause to be delivered to the holders of the Class A ES the Class A
Liquidation Amount for each such Class A ES upon presentation and surrender of the certificates representing such Class A ES (if
any), together with such other documents and instruments as may be required to effect a transfer of Class A ES under the
Business Corporations Act (Ontario) and the articles of the Corporation and such additional documents and instruments as the
Corporation may reasonably require, at the registered office of the Corporation. Payment of the total Class A Liquidation Amount
for such Class A ES shall be made by delivering to each holder the Class A Units and Class B Units comprising the applicable
number of EUs (which units shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable
at par at any branch of the bankers of the Corparation, or wire transfer of immediately available funds, in respect of the
remaining portion, if any, of the total Class A Liquidation Amount (in each case less any amounts withheld on account of tax
required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Class A ES shall cease to
be holders of such Class A ES and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the
right to receive their proportionate part of the total Class A Liquidation Amount, unless delivery of the total Class A Liquidation
Amount for such Class A ES shall not be made upon presentation and surrender of share certificates in accordance with the
foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Class A Liquidation Amount
has been delivered in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation
Date to deposit or deliver (as the case may be) or cause to be deposited or delivered the total Class A Liquidation Amount in
respect of the Class A ES represented by certificates that have not at the Liquidation Date been surrendered by the holders
thereof in or to a custodial account with any chartered bank or trust company in Canada. Upon such deposit or delivery being
made, the rights of the holders of such Class A ES shall be limited to receiving their proportionate part of the total Class A
Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)
for such Class A ES, against presentation and surrender of the said certificates held by them, respectively, in accordance with the
foregoing provisions. Upon such delivery or deposit of the total Class A Liquidation Amount, the holders of the relevant Class A
ES shall thereafter be considered and deemed for all purposes to be holders of the EUs delivered to them or the custodian on
their behalf, 8.4 After the Corporation has satisfied its abligations to pay or otherwise deliver the holders of the Class A ES the
Class A Liquidation Amount per Class A ES pursuant to Section 8.2, such holders shall not be entitled to share in any further
distribution of the assets of the Corporation (for clarity, the provisions of this Section 8.4 shall not preclude such holders from
receiving proceeds in connection with their ownership interests in Parent, if any). For greater certainty, the Class A Liquidation
Amount may only be satisfied through the receipt of the EUs and not through any other assets of the Corporation, ARTICLE 9
DISTRIBUTION ON LIQUIDATION: CLASS D EXCHANGEABLE SHARES 9.1 Each Class D ES is entitled to a preference over the
Common Shares and any other shares ranking junior to the Class D ES with respect to the distribution of assets in the event of
the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the
assets of the Corporation among its shareholders for the purpose of winding up its affairs. 9.2 In the event of the liquidation,
dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders
for the purpose of winding up its affairs, subject in all circumstances to the exercise by Parent of the Liquidation Call Right, a
holder of Class D ES shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each
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Class D ES held by such holder on the Liquidation Date of such liquidation, disselution or winding-up, before any distribution of
any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking [Unior to the
Class D ES, an amount per share equal to the FMV of an EU on the last Business Day prior to the Liquidation Date multiplied by
the Class D Exch. Ratio (the "Class D Liquidation Amount”), which shall be satisfied in full by the Corporation causing to be
delivered to such holder with respect to each Class D ES that number of EUs equal to the Class D Exch. Ratio, together with all
declared and unpaid dividends on each such Class D ES held by such holder on any Dividend Record Date which occurred prior
to the Liquidation Date (but without duplication of any portions of the Class D Liquidation Amount). 9.3 On or promptly after the
Liquidation Date, the Corporation shall cause to be delivered to the holders of the Class D ES the Class D Liquidation Amount for
each such Class D ES upon presentation and surrender of the certificates representing such Class D ES (if any), together with
such other documents and instruments as may be required to effect a transfer of Class D ES under the Business Corporations
Act (Ontario) and the articles of the Corporation and such additional documents and instruments as the Corporation may
reasonably require, at the registered office of the Corporation. Payment of the total Class D Liquidation Amount for such Class D
ES shall be made by delivering to each holder the Class A Units and Class B Units comprising the applicable number of EUs
(which units shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any
branch of the bankers of the Corporation, or wire transfer of immediately available funds, in respect of the remaining portion, if
any, of the total Class D Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted
and withheld therefrom). On and after the Liquidation Date, the holders of the Class D ES shall cease to be holders of such Class
D ES and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their
proportionate part of the total Class D Liquidation Amount, unless delivery of the total Class D Liquidation Amount for such Class
D ES shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in
which case the rights of the holders shall remain unaffected until the total Class D Liquidation Amount has been delivered in the
manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or deliver
(as the case may be) or cause to be deposited or delivered the total Class D Liquidation Amount in respect of the Class D ES
represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in or to a custodial
account with any chartered bank or trust company in Canada. Upon such deposit or delivery being made, the rights of the
holders of such Class D ES shall be limited to receiving their proportionate part of the total Class D Liquidation Amount (in each
case less any amounts withheld on account of tax required to be deducted and withheld therefrom) for such Class D ES, against
presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon
such delivery or deposit of the total Class D Liquidation Amount, the holders of the relevant Class D ES shall thereafter be
considered and deemed for all purposes to be holders of the EUs delivered to them or the custodian on their behalf. 9.4 After
the Corporation has satisfied its obligations to pay or otherwise deliver the holders of the Class D ES the Class D Liquidation
Amount per Class D ES pursuant to Section 9.2, such holders shall not be entitled to share in any further distribution of the
assets of the Corporation (for clarity, the provisions of this Section 9.4 shall not preclude such holders from receiving proceeds in
connection with their ownership interests in Parent, if any). For greater certainty, the Class D Liquidation Amount may only be
satisfied through the receipt of the EUs and not through any other assets of the Corporation. ARTICLE 10 DISTRIBUTION ON
LIQUIDATION: CLASS F EXCHANGEABLE SHARES 10.1 Each Class F ES is entitled to a preference over the Common Shares and any
other shares ranking junior to the Class F ES with respect to the distribution of assets in the event of the liquidation, dissoluticn
or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation
among its shareholders for the purpose of winding up its affairs. 10.2 In the event of the liquidation, dissolution or winding-up of
the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up
its affairs, subject in all circumstances to the exercise by Parent of the Liquidation Call Right, a holder of Class F ES shall be
entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Class F ES held by such holder
on the Liquidation Date of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the
Corporation among the holders of the Common Shares or any other shares ranking junior to the Class F ES, an amount per share
equal to the FMV of an EU on the last Business Day prior to the Liquidation Date multiplied by the Class F Exch. Ratio (the “Class F
Liquidation Amount”), which shall be satisfied in full by the Corporation causing to be delivered to such holder with respect to
each Class F ES that number of EUs equal to the Class F Exch. Ratio, together with all declared and unpaid dividends on each
such Class F ES held by such holder on any Dividend Record Date which occurred prior to the Liquidation Date (but without
duplication of any portions of the Class F Liquidation Amount). 10.3 On or promptly after the Liquidation Date, the Corporation
shall cause to be delivered to the holders of the Class F ES the Class F Liquidation Amount for each such Class F ES upon
DOM_0071738572
presentation and surrender of the certificates representing such Class F ES (if any), together with such other documents and
instruments as may be required to effect a transfer of Class F ES under the Business Corporations Act (Ontario) and the articles
of the Corporation and such additional documents and instruments as the Corporation may reasonably require, at the registered
office of the Corporation. Payment of the total Class F Liquidation Amount for such Class F ES shall be made by delivering to each
holder the Class A Units and Class B Units comprising the applicable number of EUs (which units shall be free and clear of any
lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation, or
wire transfer of immediately available funds, in respect of the remaining portion, if any, of the total Class F Liquidation Amount
(in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the
Liquidation Date, the holders of the Class F ES shall cease to be holders of such Class F ES and shall not be entitled to exercise
any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Class F
Liquidation Amount, unless delivery of the total Class F Liquidation Amount for such Class F ES shall not be made upon
presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the
holders shall remain unaffected until the total Class F Liquidation Amount has been delivered in the manner hereinbefore
provided. The Corperation shall have the right at any time after the Liquidation Date to deposit or deliver (as the case may be) or
cause to be deposited or delivered the total Class F Liquidation Amount in respect of the Class F ES represented by certificates
that have not at the Liquidation Date been surrendered by the holders thereof in or to a custodial account with any chartered
bank or trust company in Canada. Upon such deposit or delivery being made, the rights of the holders of such Class F ES shall be
limited to receiving their proportionate part of the total Class F Liquidation Amount (in each case less any amounts withheld on
account of tax required to be deducted and withheld therefrom) for such Class F ES, against presentation and surrender of the
said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such delivery or deposit of the
total Class F Liquidation Amaunt, the holders of the relevant Class F ES shall thereafter be considered and deemed for all
purposes to be holders of the EUs delivered ta them or the custodian on their behalf. 10.4 After the Corporation has satisfied its
obligations to pay or otherwise deliver the holders of the Class F ES the Class F Liquidation Amount per Class F ES pursuant to
Section 10.2, such holders shall not be entitled to share in any further distribution of the assets of the Corporation (for clarity, the
provisions of this Section 10.4 shall not preclude such holders from receiving proceeds in connection with their ownership
interests in Parent, if any). For greater certainty, the Class F Liquidation Amount may only be satisfied through the receipt of the
EUs and not through any other assets of the Corporation. ARTICLE 11 DISTRIBUTION ON LIQUIDATION: CLASS H EXCHANGEABLE
SHARES 11.1 Each Class H ES is entitled to a preference over the Common Shares and any other shares ranking Junior to the
Class H ES with respect to the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, or any ather distribution of the assets of the Corporation among its shareholders for the
purpose of winding up its affairs. 11.2 In the event of the liquidation, dissolution or winding-up of the Corporation or any other
distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject in all
circumstances to the exercise by Parent of the Liquidation Call Right, a holder of Class H ES shall be entitled, subject to applicable
law, to receive from the assets of the Corporation in respect of each Class H ES held by such holder on the Liquidation Date of
such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the
holders of the Common Shares or any other shares ranking junior to the Class H ES, an amount per share equal to the FMV of an
EU on the last Business Day prior to the Liquidation Date multiplied by the Class H Exch. Ratio (the "Class H Liquidation Amount”),
which shall be satisfied in full by the Corporation causing to be delivered to such holder with respect to each Class H ES that
number of EUs equal to the Class H Exch. Ratio, together with all declared and unpaid dividends on each such Class H ES held by
such holder on any Dividend Record Date which occurred prior to the Liquidation Date (but without duplication of any portions
of the Class H Liquidation Amount). 11.3 On or promptly after the Liquidation Date, the Corporation shall cause to be delivered
to the holders of the Class H ES the Class H Liquidation Amount for each such Class H ES upon presentation and surrender of the
certificates representing such Class H ES (if any), together with such other documents and instruments as may be required to
effect a transfer of Class H ES under the Business Corporations Act (Ontario) and the articles of the Corporation and such
additional documents and instruments as the Corporation may reasonably require, at the registered office of the Corporation.
Payment of the total Class H Liquidation Amount for such Class H ES shall be made by delivering to each holder the Class A Units
and Class B Units comprising the applicable number of EUs (which units shall be free and clear of any lien, claim or
encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation, or wire transfer
of immediately available funds, in respect of the remaining portion, if any, of the total Class H Liquidation Amount (in each case
less any amounts withheld on account of tax required to be deducted and withheld therefrom), On and after the Liquidation
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Date, the holders of the Class H ES shall cease to be holders of such Class H ES and shall not be entitled to exercise any of the
rights of holders in respect thereof, other than the right to receive their proportionate part of the total Class H Liquidation
Amount, unless delivery of the total Class H Liquidation Amount for such Class H ES shall not be made upon presentation and
surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain
unaffected until the total Class H Liquidation Amount has been delivered in the manner hereinbefore provided, The Corporation
shall have the right at any time after the Liquidation Date to deposit or deliver (as the case may be) or cause to be deposited or
delivered the total Class H Liquidation Amount in respect of the Class H ES represented by certificates that have not at the
Liquidation Date been surrendered by the holders thereof in or to a custodial account with any chartered bank or trust company
in Canada. Upon such deposit or delivery being made, the rights of the holders of such Class H ES shall be limited to receiving
their proportionate part of the total Class H Liquidation Amount (in each case less any amounts withheld on account of tax
required to be deducted and withheld therefrom) for such Class H ES, against presentation and surrender of the said certificates
held by them, respectively, in accordance with the foregoing provisions. Upon such delivery or deposit of the total Class H
Liquidation Amount, the holders of the relevant Class H ES shall thereafter be considered and deemed for all purposes to be
holders of the EUs delivered to them or the custodian on their behalf. 11.4 After the Corporation has satisfied its obligations to
pay or otherwise deliver the holders of the Class H ES the Class H Liquidation Amount per Class H ES pursuant to Section 10.2,
such holders shall not be entitled to share in any further distribution of the assets of the Corporation (for clarity, the provisions
of this Section 10.4 shall not preclude such holders from receiving proceeds in connection with their ownership interests in
Parent, if any). For greater certainty, the Class H Liquidation Amount may only be satisfied through the receipt of the EUs and not
through any other assets of the Corporation. ARTICLE 12 DISTRIBUTION ON LIQUIDATION: CLASS | EXCHANGEABLE SHARES 12.1
Each Class | Exchangeable Share is entitled to a preference over the Commen Shares and any other shares ranking junior to the
Class | ES with respect to the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the
purpose of winding up its affairs. 12.2 In the event of the liquidation, dissolution or winding-up of the Corporation or any other
distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject in all
circumstances to the exercise by Parent of the Liquidation Call Right, a holder of Class | ES shall be entitled, subject to applicable
law, to receive from the assets of the Corporation in respect of each Class | Exchangeable Share held by such holder on the
Liquidation Date of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the
Corporation among the holders of the Common Shares or any other shares ranking junior to the Class | ES, an amount per share
equal to the FMV of an EU on the last Business Day prior to the Liquidation Date multiplied by the Class | Exch. Ratio (the “Class |
Liquidation Amount"), which shall be satisfied in full by the Corporation causing to be delivered to such holder with respect to
each Class | Exchangeable Share that number of EUs equal to the Class | Exch, Ratio, together with all declared and unpaid
dividends on each such Class | Exchangeable Share held by such holder on any Dividend Record Date which occurred prior to the
Liquidation Date (but without duplication of any portions of the Class | Liquidation Amount). 12.3 On or promptly after the
Liquidation Date, the Corporation shall cause to be delivered to the holders of the Class | ES the Class | Liquidation Amount for
each such Class | Exchangeable Share upon presentation and surrender of the certificates representing such Class | ES (if any),
together with such other documents and instruments as may be required to effect a transfer of Class | ES under the Business
Corporations Act (Ontario) and the articles of the Corporation and such additional documents and instruments as the
Corporation may reasonably require, at the registered office of the Corporation. Payment of the total Class | Liquidation Amount
for such Class | ES shall be made by delivering to each holder the Class A Units and Class B Units comprising the applicable
number of EUs (which units shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable
at par at any branch of the bankers of the Corporation, or wire transfer of immediately available funds, in respect of the
remaining portion, if any, of the total Class | Liquidation Amount (in each case less any amounts withheld on account of tax
required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Class | ES shall cease to
be holders of such Class | ES and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the
right to receive their proportionate part of the total Class | Liquidation Amount, unless delivery of the total Class | Liquidation
Amount for such Class | ES shall not be made upon presentation and surrender of share certificates in accordance with the
foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Class | Liquidation Amount
has been delivered in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation
Date to deposit or deliver (as the case may be) or cause to be deposited or delivered the total Class | Liquidation Amount jn
respect of the Class | ES represented by certificates that have not at the Liquidation Date been surrendered by the holders
DOM_0071738574
thereof in or to a custodial account with any chartered bank or trust company in Canada. Uponsuch deposit or delivery being
made, the rights of the holders of such Class | ES shall be limited to receiving their proportionate part of the total Class |
Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)
for such Class | ES, against presentation and surrender of the said certificates held by them, respectively, in accordance with the
foregoing provisions, Upon such delivery or deposit of the total Class | Liquidation Amount, the holders of the relevant Class | ES
shall thereafter be considered and deemed for all purposes to be holders of the EUs delivered to them or the custodian on their
behalf. 12.4 After the Corporation has satisfied its obligations to pay or otherwise deliver the holders of the Class | ES the Class |
Liquidation Amount per Class | Exchangeable Share pursuant to Section 12.2, such holders shall not be entitled to share in any
further distribution of the assets of the Corporation (for clarity, the provisions of this Section 12.4 shall not preclude such holders
from receiving proceeds in connection with their ownership interests in Parent, if any). For greater certainty, the Class |
Liquidation Amount may only be satisfied through the receipt of the EUs and not through any other assets of the Corporation.
ARTICLE 13 RETRACTION OF EXCHANGEABLE SHARES BY HOLDER 13.1 Holders of Exchangeable Shares shall be entitled, at any
time, subject to the exercise by Parent of the Retraction Call Right and otherwise upon compliance with the provisions of this
ARTICLE 13, to require the Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder
for an amount per share equal to the FMV of the corresponding EUs as of the Retraction Date multiplied by the Class A Exch,
Ratio, Class D Exch. Ratio, Class F Exch. Ratio, Class H Exch. Ratio or Class | Exch. Ratio, as applicable (the "Retraction Price”),
which shall be satisfied in full by the Corporation causing to be delivered to such holder with respect to (A) each Class A ES, that
number of EUs equal to the Class A Exch. Ratio for each such Class A ES presented and surrendered by the holder, (B) each Class
D ES, that number of EUs equal to the Class D Exch, Ratio for each such Class D ES presented and surrendered by the holder, (C)
each Class F ES, that number of EUs equal to the Class F Exch. Ratio for each such Class F ES presented and surrendered by the
holder, (D) each Class H ES, that number of EUs equal to the Class H Exch. Ratio for each such Class H ES presented and
surrendered by the holder (E) each Class | Exchangeable Share, that number of EUs equal to the Class | Exch. Ratio for each such
Class | Exchangeable Share presented and surrendered by the holder in each case, together with, on the payment date therefor,
all declared and unpaid dividends on any such Exchangeable Share held by such holder on any Dividend Record Date which
occurred prior to the Retraction Date. To effect such redemption, the holder shall present and surrender at the registered office
of the Corparation the certificate or certificates (if any) representing the Exchangeable Shares which the holder desires to have
the Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of such
Exchangeable Shares under the Business Corporations Act (Ontario) (or such other applicable corporations statute) and the
articles of the Corporation and such additional documents and instruments as the Corporation may reasonably require, and
together with a duly executed statement in the form of Schedule A hereto (a “Retraction Request”) or in such other form as may
be acceptable to the Corporation: (a) specifying that the holder desires to have all or any number specified therein of the
Exchangeable Shares represented by such certificate or certificates (the “Retracted Shares”) redeemed by the Corporation; (b)
stating the Business Day on which the holder desires to have the Corporation redeem the Retracted Shares (the “Retraction
Date"); and (c) acknowledging the overriding right of Parent in all circumstances to purchase some or all of the Retracted Shares
directly from the holder (the “Retraction Call Right") and that the Retraction Request shall be deemed to be a revocable offer by
the holder to sell the Retracted Shares to Parent, as applicable, in accordance with the Retraction Call Right on the terms and
conditions set out in Section 13.3, 13.2 Subject in all circumstances to the exercise by Parent of the Retraction Call Right, upon
receipt by the Corporation in the manner specified in Section 13.1 of a certificate or certificates representing the number of
Exchangeable Shares which the holder desires to have the Corporation redeem, together with a Retraction Request, the
Corporation shall redeem the Retracted Shares effective on the Retraction Date and shall cause to be delivered to such holder
the total Retraction Price with respect to such shares, provided that all declared and unpaid dividends for which the record date
has occurred prior to the Retraction Date shall be paid on the payment date for such dividends. If only a part of the
Exchangeable Shares represented by any certificate are redeemed (or purchased by Parent pursuant to the Retraction Call
Right), a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of the
Corporation. 13.3 Upon receipt by the Corporation of a Retraction Request, the Corporation shall immediately notify Parent
thereof. In order to exercise the Retraction Call Right, Parent must notify the Corporation of its determination to do so (the “Call
Notice") within five Business Days of notification to Parent by the Corporation of the receipt by the Corporation of the Retraction
Request. If Parent does not so notify the Corporation within such five Business Day period, the Corporation will notify the holder
as soon as possible, but no later than two Business Days, thereafter that Parent will not exercise the Retraction Call Right. If
Parent delivers the Call Notice within such five Business Day period, the Retraction Request shall thereupon be considered only
DOM_0071738575
to be an offer by the holder to sell the Retracted Shares to Parent in accordance with the Retraction Call Right. In such event, the
Corporation shall not redeem the Retracted Shares and Parent shall purchase from such holder and such holder shall sell to
Parent on the Retraction Date the Retracted Shares for a purchase price (the "Purchase Price”) per share equal to the Retraction
Price per share, plus, on the designated payment date therefor, to the extent not paid by the Corporation on the designated
payment date therefor, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such
Retracted Share held by such holder on any Dividend Record Date which occurred prior to the Retraction Date (the “Dividend
Amount”). For the purposes of completing a purchase pursuant to its Retraction Call Right, Parent shall comply with Section 13.4.
Provided that Parent has complied with Section 13.4, the closing of the purchase and sale of the Retracted Shares pursuant to
the Retraction Call Right shall be deemed to have occurred, in the determination of the Board, as at the close of business on the
Retraction Date (such applicable date and time, the “Retraction Closing”) and, for greater certainty, nc redemption by the
Corporation of such Retracted Shares shall take place on the Retraction Date. In the event that Parent does not deliver a Call
Notice within such five Business Day period, the Corporation shall redeem the Retracted Shares on the Retraction Date and in
the manner otherwise contemplated in this ARTICLE 13. 13.4 The Corporation or Parent, as the case may be, shall deliver (or
cause to be delivered) to the holder of the Retracted Shares, at the address of the holder recorded in the securities register of
the Corporation or at the address specified in the holder's Retraction Request or by holding for pick-up by the holder at the
registered office of the Corporation, certificates or other evidence of ownership with respect to the Class A Units and Class B
Units comprising the applicable number of EUs (which Class A Units and Class B Units shall be free and clear of any lien, claim ar
encumbrance) registered in the name of the holder or in such other name as the holder may request (subject to any restrictions
provided in the LLC Agreement), and, if applicable and en or before the payment date therefor, a cheque payable at par at any
branch of the bankers of the Corporation or Parent, or a wire transfer of immediately available funds, representing the aggregate
Dividend Amount in payment of the total Retraction Price or the total Purchase Price, as the case may be, in each case, less any
amounts withheld on account of tax required to be deducted and withheld therefrom, and such delivery of such certificates or
other evidence of ownership and cheques, or wire transfers, on behalf of the Corporation or Parent, as the case may be, shall be
deemed to be payment of and shall satisfy and discharge all liability for the total Retraction Price or total Purchase Price, as the
case may be. 13.5 On and after the Retraction Date or Retraction Closing (as the case may be), the holder of the Retracted Shares
shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect
thereof, other than the right to receive its proportionate part of the total Retraction Price or total Purchase Price, as the case may
be, unless upon presentation and surrender of certificates in accordance with the foregoing provisions, delivery of the total
Retraction Price or the total Purchase Price, as the case may be, shall not be made as provided in Section 13.4, in which case the
rights of such holder shall remain unaffected until the total Retraction Price or the total Purchase Price, as the case may be, has
been delivered in the manner hereinbefore provided. On and after the close of business on the Retraction Date or the Retraction
Closing (as the case may be), provided that presentation and surrender of certificates and delivery of the total Retraction Price or
the total Purchase Price, as the case may be, has been made in accordance with the foregoing provisions, the holder of the
Retracted Shares so redeemed by the Corporation or purchased by Parent shall thereafter be considered and deemed for all
purposes to be a holder of any Class A Units and Class B Units comprising the applicable number of EUs delivered to it. 13.6
Notwithstanding any other provision of this ARTICLE 13, the Corporation shall not be obligated to redeem Retracted Shares
specified by a holder in a Retraction Request ta the extent that such redemption of Retracted Shares would be contrary to
solvency requirements or other provisions of applicable law. If the Corporation believes that on any Retraction Date it would not
be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, and provided
that Parent shall not have exercised the Retraction Call Right with respect to the Retracted Shares, the Corporation shall only be
obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that
may be so redeemed (rounded down to a whole number of shares) as would not be contrary to such provisions and shall notify
the holder at least two Business Days prior to the Retraction Date as to the number of Retracted Shares which will not be
redeemed by the Corporation. In any case in which the redemption by the Corporation of Retracted Shares would be contrary to
solvency requirements or other provisions of applicable law, the Corperation shall redeem the maximum number of
Exchangeable Shares which the Board determines the Corporation is, on the Retraction Date, permitted to redeem, which shall
be selected as nearly as may be pro rata (disregarding fractions) in proportion to the total number of Exchangeable Shares
tendered for retraction by each holder thereof and the Corporation shall issue to each holder of Retracted Shares a new
certificate, at the expense of the Corporation, representing the Retracted Shares not redeemed by the Corporation pursuant to
Section 13.2. ARTICLE 14 REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION 14.1 Subject to applicable law, and
DOM_0071738576
provided Parent has not exercised the Redemption Call Right, the Corporation shall on any Redemption Date redeem all, but not
less than all, of the then outstanding Exchangeable Shares for an amount per share equal to the FMV of the corresponding EU on
the last Business Day prior to the Redemption Date multiplied by the Class A Exch. Ratio, Class D Exch. Ratio, Class F Exch. Ratio
or Class H Exch. Ratio, as applicable (the "Redemption Price"), which shall be satisfied in full by the Corporation causing to be
delivered to such holder, with respect to (A) each Class A ES held, that number of EUs equal to the Class A Exch, Ratio, (B) each
Class D ES held, that number of EUs equal to the Class D Exch. Ratio, (C) each Class F ES held, that number of EUs equal to the
Class F Exch. Ratio, (D) each Class H ES held, that number of EUs equal to the Class H Exch. Ratio and (E) each Class |
Exchangeable Share held, that number of EUs equal to the Class | Exch. Ratio, together with, on the payment date therefor, all
declared and unpaid dividends on any such Exchangeable Share held by stich holder on any Dividend Record Date which
occurred prior to the Redemption Date. 14.2 In any case of a redemption of Exchangeable Shares under this ARTICLE 14, the
Corporation shall, nat less than five and no more than 60 days before the Redemption Date (other than a Redemption Date in
relation to a Liquidity Event), send or cause to be sent to each holder of such Exchangeable Shares a notice in writing of the
redemption by the Corporation or the purchase by Parent under the Redemption Call Right, as the case may be, of such
Exchangeable Shares held by such holder. In the case of a Redemption Date established in connection with a Liquidity Event, the
written notice of redemption by the Corporation or the purchase by Parent under the Redemption Call Right will be sent on or
before the Redemption Date, on as many days prior written notice as may be determined by the Board to be reasonably
practicable in the circumstances. In any such case, such notice shall set out the Redemption Price or the Redemption Call
Purchase Price (or the Board’ good faith estimate thereof), as the case may be, the Redemption Date and, if applicable,
particulars of the Redemption Call Right. 14.3 On or after the Redemption Date and subject to the exercise by Parent of the
Redemption Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares to be redeemed
the Redemption Price for each such Exchangeable Share, together with the full amount of all declared and unpaid dividends on
each such Exchangeable Share held by such holder on any Dividend Record Date which occurred prior to the Redemption Date,
upon presentation and surrender at the registered office of the Corporation, together with such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under the Business Corporations Act (Ontario) (or
such other applicable corporations statute) and the articles of the Corporation and such additional documents and instruments
as the Corporation may reasonably require. Delivery of the total Redemption Price for such Exchangeable Shares, together with
payment of any such dividends, shall be made by delivery to each holder, at the address of the holder recorded in the securities
register of the Corporation or by holding for pick-up by the holder at the registered office of the Corporation, of certificates or
other evidence of ownership representing Class A Units and Class B Units comprising the applicable number of EUs (which units
shall be free and clear of any lien, claim or encumbrance) and, if applicable, a cheque of the Corporation payable at par at any
branch of the bankers of the Corporation, or wire transfer of immediately available funds, in payment of any such dividends, in
each case, less any amounts withheld on account of tax required to be deducted and withheld therefrom. On and after the
Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such Exchangeable
Shares and shall not be entitled to exercise any of the rights of holders in respect thereof other than the right to receive their
proportionate part of the aggregate Redemption Price and any such dividends, unless payment of the aggregate Redemption
Price and any such dividends for such Exchangeable Shares shall not be made upon presentation and surrender of certificates In
accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the aggregate
Redemption Price and any such dividends have been satisfied in the manner hereinbefore provided. The Corporation shall have
the right at any time after the sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deliver or
deposit, as the case may be, or cause to be delivered or deposited the aggregate Redemption Price for and the full amount of
such dividends on the Exchangeable Shares so called for redemption to or in a custodial account with any chartered bank or
trust company in Canada named in such notice, less any amounts withheld on account of tax required to be deducted and
withheld therefrom. Upon the later of such deposit being made and the Redemption Date, the Exchangeable Shares shall be
redeemed and the rights of the holders thereof after such deposit or Redemption Date, as the case may be, shall be limited to
receiving their proportionate part of the aggregate Redemption Price and such dividends for such Exchangeable Shares so
deposited, against presentation and surrender of the said certificates held by them respectively, in accordance with the
foregoing provisions. Upon such delivery or deposit of the aggregate Redemption Price and the full amount of such dividends,
the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of any EUs
delivered to them or the custodian on their behalf. ARTICLE 15 VOTING RIGHTS 15.1 Except as required by applicable law and by
ARTICLE 16, the holders of the Exchangeable Shares shall not be entitled as such to receive notice of or to attend any meeting of
DOM_0071738577
the shareholders of the Corporation or to vote at any such meeting. 15.2 Subject to ARTICLE 16 below, the holders of the
Exchangeable Shares are not entitled to vote separately as a class or dissent upon a proposal to amend the articles of the
Corporation to: (i) increase or decrease any maximum number of authorized shares of any class other than the Exchangeable
Shares or increase any maximum number of authorized shares of any class or series having rights cr privileges equal or superior
to the Exchangeable Shares; (ii) effect an exchange, reclassification or cancellation of the shares of any class other than the
Exchangeable Shares; or (iii) create a new class or series of shares equal or superior to the Exchangeable Shares; provided that,
the Corporation shall not, by any such amendment, avoid or seek to avoid the observance or performance of any of the terms to
be observed or performed as set out herein. ARTICLE 16 AMENDMENT AND APPROVAL 16.1 The rights, privileges, restrictions
and conditions attaching to the Class A ES may be added to, changed or removed only with the approval of the Class A Majority,
16.2 The rights, privileges, restrictions and conditions attaching ta the Class D ES may be added to, changed or removed only
with the approval of the Class D Majority. 16.3 The rights, privileges, restrictions and conditions attaching to the Class F ES may
be added to, changed or removed only with the approval of the Class F Majority. 16.4 The rights, privileges, restrictions and
conditions attaching to the Class H ES may be added to, changed or removed only with the approval of the Class H Majority. 16.5
The rights, privileges, restrictions and conditions attaching to the Class | ES may be added to, changed or removed only with the
approval of the Class | Majority. 16.6 Any approval given by the holders of the Exchangeable Shares to add to, change or remove
any right, privilege, restriction or condition attaching to such Exchangeable Shares or any other matter requiring the approval or
consent of the holders of such Exchangeable Shares at law shall be deemed to have been sufficiently given if it shall have been
given in accordance with applicable law and the by-laws of the Corporation. 16.7 Each holder of Exchangeable Shares
acknowledges that the Exchangeable Shares are intended to confer the same economic rights and benefits as the corresponding
Class A Units and Class B Units comprising the EUs (but without holding such Class A Units and Class B Units comprising the EUs),
and all terms and provisions herein shall be interpreted to give effect to such intention. Notwithstanding anything herein to the
contrary, if it is reasonably determined by the Board in good faith, based on the opinion of counsel to the Corporation, that it is
necessaryto make certain changes, modifications or amendments to the rights, privileges, restrictions and conditions attaching
to the Exchangeable Shares to reflect such intentions, then the holders of Exchangeable Shares shall cooperate in good faith with
the Corporation to implement such changes, modifications or amendments. ARTICLE 17 ACTIONS BY THE CORPORATION UNDER
EXCHANGE AND SUPPORT AGREEMENT 17.1 The Corporation shall take all such actions and do all such things as shall be
necessary or advisable to perform and comply with and to ensure performance and compliance by the Corporation with all
provisions of the ESA in accordance with the terms thereof including, without limitation, taking all such actions and doing all such
things as shall be necessary or advisable to enforce to the fullest extent possible for the direct benefit of the Corporation all
rights and benefits in favour of the Corporation under or pursuantto such agreements, 17.2 The Board shall determine, in good
faith, economic equivalence for purposes of these articles in accordance with the ESA and each such determination shall be
conclusive and binding on the Corporation and its shareholders. ARTICLE 18 LEGEND; CALL RIGHTS; WITHHOLDING RIGHTS 18.1
The certificates evidencing the Exchangeable Shares shall contain or have affixed thereto a legend, in form and on terms
approved by the Board, with respect to the ESA and any restrictions of applicable securities laws. 18.2 Each holder of an
Exchangeable Share, whether of record or beneficial, by virtue of becoming and being such a holder shall be deemed to
acknowledge each of the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, in each case, in favour of
Parent, and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of the Corporation or the
retraction or redemption of Exchangeable Shares, as the case may be, and to be bound thereby in favour of Parent as therein
provided, including without limitation, the entitlement of Parent to deduct and withhold amounts in accordance Section 18,3, if
any. 18.3 Parent and the Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to the
holder of Exchangeable Shares pursuant to this Part such amounts as Parent or the Corporation is required to deduct and
withhold with respect to such payment under the Income Tax Act (Canada), as amended, or any provision of state, provincial,
local or foreign tax law, To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes
hereofas having been paid to such holder in respect of which such deduction and withholding was made, provided that such
withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or
permitted to be deducted or withheld from any payment to such holder exceeds the cash portion of the consideration otherwise
payable to such holder, Parent and the Corporation are hereby authorized to sell or otherwise dispose of such portion of the
consideration as is necessary to provide sufficient funds to Parent or the Corporation, as the case may be, to enable it to comply
with such deduction or withholding requirement and Parent or the Corporation shall give an accounting to such holder with
respect thereto and any balance of such proceeds of sale, ARTICLE 19 NOTICES 19.1 Any notice, request or other communication
DOM_0071738578
to be given to the Corporation by a holder of Exchangeable Shares shall be in writing and shall be valid and effective if given in
accordance With the by-laws of the Corporation. 19.2 Any notice, request or other communication to be given to Parent by a
holder of Exchangeable Shares shall be in writing and shall be valid and effective if given in accordance with the LLC Agreement.
19.3 Any notice, request or other communication to be given to a holder of Exchangeable Shares by or on behalf of the
Corporation shall be in writing and shall be valid and effective if given in accordance with the by-laws of the Corporation, 19.4
Any presentation and surrender by a holder of Exchangeable Shares to the Corporation of certificates representing
Exchangeable Shares in connection with the liquidation, dissolution or winding-up of the Corporation or the retraction or
redemption of Exchangeable Shares shall be made by ordinary mail (postage prepaid) or by delivery to the registered office of
the Corporation addressed to the attention of the President of the Corporation. Any such presentation and surrender of
certificates shall only be deemed to have been made and to be effective upon actual receipt thereof by the Corporation. Any
such presentation and surrender of certificates made by ordinary mail shall be at the sole risk of the holder mailing the same.
SCHEDULE A NOTICE OF RETRACTION To: Dominion Voting Systems Corporation (the “Corporation”) and SSC Dominion Holdings,
LLC (“Parent”). This notice is given pursuant to ARTICLE 13 of the rights, privileges, restrictions and conditions (the “Share
Provisions”) attaching to the Exchangeable Shares of the Corporation represented by this certificate and all capitalized words and
expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and
expressions in such Share Provisions, The undersigned hereby notifies the Corporation that, subject in all circumstances to the
Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with ARTICLE 13
of the Share Provisions. 0 all share(s) represented by this certificate; or 0 share(s) only. The undersigned acknowledges the
overriding Retraction Call Right of Parent to purchase all or some of the Retracted Shares from the undersigned and that this
notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to Parent in accordance
with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in
Section 13.3 of the Share Provisions. The undersigned acknowledges that this notice of retraction, and this offer to sell the
Retracted Shares to Parent is irrevocable. The undersigned hereby represents and warrants to Parent and the Corporation that
the undersigned has good title to, and owns, the share(s) represented by this certificate to be acquired by Parent or the
Corporation, as the case may be, free and clear of all liens, claims and encumbrances.
(Date) (Signature of Shareholder) (Guarantee of Signature) 0 Please check box if the securities, debt
instruments and any cheque(s), as applicable, resulting from the retraction or purchase of the Retracted Shares are to be held
for pick-up by the shareholder from the Corporation, failing which the securities, debt instruments and any cheque(s) will be
mailed to the last address of the shareholder as it appears on the register. NOTE: This panel must be completed and this
certificate, together with such additional documents as the Corporation may require, must be deposited with the Corporation.
The securities, debt instruments, and any cheque(s) resulting from the retraction or purchase of the Retracted Shares will be
issued and registered in, or made payable to, as the case may be, the name of the shareholder as it appears on the register of
the Corporation and the securities, debt instruments and any cheque(s), as applicable, resulting from such retraction or
purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly
completed. Name of Person in Whose Name Securities, debt instruments or Cheque(s) Are to be Registered, Issued
or Delivered (please print) Street Address or P.O. Box Signature of Shareholder City, Province and
Postal Code Signature of Shareholder Guarantee of Signature NOTE: If this notice of retraction is for less than
all of the shares represented by this certificate, a certificate representing the remaining share(s) of the Corporation represented
by this certificate will be issued and registered in the name of the shareholder as it appears on the register of the Carparation,
unless the Share Transfer Power on the share certificate is duly completed in respect of such share(s).
D. The issue, transfer or ownership of shares Is/is not restricted and the restrictions (If any) are as follows. If none, enter
"Nahe":
Not amended
E. Other provisions:
DOM_0071738579
Not amended
4. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business
Corporations Act.
5, The reselution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation
on;
December 20, 2021
The articles have been properly executed by the required person(s).
Directar/Reglstrar, Ministry
of Government and Consumer Services Page 18 of 18
DOM_0071738580
(@) t H Consumer Services
n ad r | Oo Ministére des Services gouvernementaux et
des Services aux consommateurs
Certificate of Amendment Certificat de modification

Business Corporations Act Loi sur les societes par actions

~3 Corporation Name / Dénomination sociale
1998653
Ontario Corporation Number / Numéro de société de [‘Ontario
This is to certify that these articles are effective on La présente vise a attester gue ces statuts entreront en
vigueur le
June 16, 2022 / 16 juin 2022
VV. QuimlanitloWD
Director / Directeur
Business Corporations Act / Loi sur les sociétés par actions
The Certificate of Amendment is not complete Ce certificat de modification n'est pas complet s'il
without the Articles of Amendment ne contient pas les statuts de modification
Certified a true copy of the record of the Cople certifiee conforme du dossier du
Ministry of Government and Consumer Services, ministére des Services gouvernementaux et des
\/. Dimond Leth) ii TE Services aux consommateurs.
Director/Registrar \. Quisoniatle-)
Directeur ou registrateur
DOM_0071738581
BCA - Articles of Amendment - DOMINION VOTING SYSTEMS CORPORATION - OCN:1998653 - June 16, 2022

Consumer Services
Ontar i Oo (7)
Articles of Amendment
Business Corporations Act
Corporation Name (Date of Incorporation/Amalgamation)

DOMINION VOTING SYSTEMS CORPORATION (July 13, 2018)
1. The name of the corporation is changed to:

Not amended
2. The number of directors or the minimum/maximum number of directors are amended as follows:
Not amended
3. The articles are amended as follows:
A. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise, If none, enter
"None"
Not amended
B. The classes and any maximum number of shares that the corporation is authorized to issue:
A. by creating an unlimited number of Class | Exchangeable Shares; B. after giving effect to the foregoing, by changing the
reference to the authorized capital of the Corporation to provide that: The classes and any maximum number of shares that the
Corporation is authorized to issue shall be as follows: (i) an unlimited number of Common Shares; (ii) an unlimited number of
Class A Exchangeable Shares; (iii) an unlimited number of Class D Exchangeable Shares; (iv) an unlimited number of Class F
Exchangeable Shares; (v) an unlimited number of Class H Exchangeable Shares; (vi) an unlimited number of Class | Exchangeable
Shares; and (vii) an unlimited number of Class | Exchangeable Shares.
C. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors’ authority with
Director/Reglstrar, Ministry of Government and Consumer Services Page 1 of 18
DOM_0071738582
respect fo any class of shares which may be Issued In series. If there Is only one class of shares, enter "Not Applicable":
By substituting the Rights attaching to the Common Shares, Class A Exchangeable Shares, Class D Exchangeable Shares, Class F
Exchangeable Shares, Class H Exchangeable Shares, Class | Exchangeable Shares and attach the Rights to the Class |
Exchangeable Shares as follows: COMMON SHARES 1. Dividends Subject to the OBCA, the holders of the Common Shares
(“Common Shares”) shall be entitled to receive and Corp. shall pay thereon, as and when declared by the directors of Corp,, out
of the monies of Corp. properly applicable to the payment of dividends in any financial period, such dividends as the directors
may in their discretion declare. 2. Participation in Assets on Dissolution The holders of the Common Shares shall be entitled to
receive, subject to the prior rights of the Class A Exchangeable Shares, Class D Exchangeable Shares, Class F Exchangeable
Shares, Class H Exchangeable Shares, Class | Exchangeable Shares and Class | Exchangeable Shares, the remaining property of
Corp. upon the liquidation, dissolution or winding up of Corp. or other distribution of the assets or property of Corp., whether
voluntary or involuntary. 3. Voting Rights The holders of the Common Shares shall be entitled to receive notice of, to attend, and
to vote at all meetings of the shareholders of Corp., except meetings at which only holders of a specified class of shares are
entitled to attend and vote. EXCHANGEABLE SHARES ARTICLE 1 INTERPRETATION 1.1 For the purposes of this Part: “A Ex. Ratio",
at any time and in respect of each A Ex. Share, shall initially be equal to one as at the date of the first issue of A Ex. Shares. “A Ex,
Shares” or “Class A Exchangeable Shares” means the Class A Exchangeable Shares in the capital of Corp. having the Rights set
forth in this Part, "A Lig. Amt" has the meaning given to it in s. 9.2. “A Maj." means holders of at least 2/3 of the A Ex. Shares then
outstanding. “A Unit” means a Class A Unit of the Parent having the relative Rights set forth in the LLC Agmt, and for greater
certainty, accruing as and from the date of first issue of any A Unit. “Affiliate” of any Person means any other Person directly or
indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control”
(including, with correlative meanings, the terms “controlled by" and “under common control with"), as applied to any Person,
means the possession by another Person, directly or indirectly, of the power to direct or cause the direction of the management
and policies of that first mentioned Person, whether through the ownership of voting securities, by contract or otherwise. “B
Unit” means a Class B Unit of the Parent having the relative Rights set forth in the LLC Agmt, and for greater certainty, accruing as
and from the date of first issue of any B Unit. “Board” means the beard of directors of Corp. “Business Day” means any day on
which commercial banks are open for business in both Toronto, Ontario and New York, New York. “Call Notice” has the meaning
given to itins. 15.3. “Changed” means added to, changed or removed. "Common Shares” means the common shares in the
capital of Corp. "Corp." means Dominion Voting Systems Corp. “D Ex. Ratio", at any time and in respect of each D Ex. Share, shall
initially be equal to a ratio of one to 1.13793075 as at the date of the first issue of D Ex, Shares. “D Ex. Shares” or “Class D
Exchangeable Shares” means the Class D Exchangeable Shares in the capital of Corp, having the Rights set forth in this Part. "D
Lig. Amt" has the meaning given to itin s. 10.2. "D Maj.” means holders of atleast 2/3 of the D Ex. Shares then outstanding. "Div.
Amount” has the meaning given to it in s. 15.3. "Div. Record Date” means the date, if any, fixed by the Board as the date for
determining holders of Ex. Shares entitled to receive payment of a dividend declared pursuant to Art. 2, Art. 3, Art. 4, Art, 5, Art. 6
and Art. 7, and if no such date is so fixed, then "Div. Record Date” shall be deemed to mean the date on which such dividend is
paid to holders of such class of Ex. Shares. "Ex. Shares” means A Ex. Shares, D Ex. Shares, F Ex. Shares, H Ex. Shares, | Ex. Shares
and | Ex. Shares, “Ex. Unit" means a unit consisting of one A Unit and one B Unit. "ES Agmt” means the Fifth Amended and
Restated Exchange and Support Agreement dated as of the Original Issuance Date between Parent, Corp., DVSC SPV, Inc., DVSC
SPV2, Inc. and holders of | Ex. Shares, as same may be amended. “F Ex. Ratio” at any time and in respect of each F Ex. Share, shall
initially be equal to a ratio of one to 1.86737355 as at the date of the first issue of F Ex, Shares. "F Ex. Shares” or "Class F
Exchangeable Shares” means the Class F Exchangeable Shares in the capital of Corp. having the Rights set forth in this Part. “F
Lig. Amt” has the meaning given to itin s. 11.2. “F Maj.” means holders of at least 2/3 of the F Ex. Shares then outstanding. “FMV”
means the fair market value of an Ex. Unit determined by the board of managers of the Parent (or a liquidator) in its judgment in
such manner as it deems reasonable and using all factors, information and data deemed by it to be pertinent, in accordance with
s. 11.1 of the LLC Agmt. “H Ex. Ratio” at any time and in respect of each H Ex. Share, shall initially be equal to a ratio of one to
2.52174361 as at the date of the first issue of H Ex. Shares. "H Ex. Shares” or "Class H Exchangeable Shares” means the Class H
Exchangeable Shares in the capital of Corp. having the Rights set forth in this Part. “H Lig. Amt” has the meaning given tot in s.
12.2."H Maj.” means holders of at least 2/3 of the H Ex. Shares then outstanding. “| Ex. Ratio” at any time and in respect of each |
Ex, Share, shall initially be equal to a ratio of one to 3,228923817 as at the date of the first issue of | Ex. Shares. "| Ex. Shares” or
The endorsed Articles of Amendment are not complete without the Certificate of Amendment
V. Quindonukle-W)
Director/Registrar, Ministry of Government and Consumer Services Page 20f 18
DOM_0071738583
“Class | Exchangeable Shares” means the Class | Exchangeable Shares in the capital of Corp. having the Rights set forth in this
Part. "| Lig. Amt” has the meaning given to it in s. 13.2. “| Maj." means holders of at least 2/3 of the | Ex. Shares then outstanding.
"J Ex. Ratio" at any time and in respect of each J Ex. Share, shall initially be equal to a ratio of one to 3.50327235 as at the date of
the first issue of | Ex. Shares. ") Ex. Shares” or "Class | Exchangeable Shares” means the Class | Exchangeable Shares in the capital
of Corp. having the Rights set forth in this Part. “| Lig. Amt” has the meaning given to itin s. 14.2. “| Maj." means holders of at least
2/3 of the | Ex. Shares then outstanding. “Lig. Date” has the meaning given to itin s. 9.2. “Liq.” has the meaning given to the term
“Liguidation Call Right" in the ES Agmt. “Lig. Event” means any transaction or series of related transactions pursuant to which any
Person(s) or group of related Persons (other than Affiliates of Parent), in the aggregate acquire(s) (i) securities of Parent
possessing voting power (other than voting rights accruing only in the event of a default or breach) to elect the board of
managers of Parent, which in the aggregate, control a majority of the votes on the board of managers of Parent (whether by
merger, consolidation, reorganization, combination, sale or transfer of the Parent's securities, securityholder or voting
agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of Parent's assets determined on a consolidated
basis; provided that a Public Offering (as such term is defined in the LLC Agmt) shall not constitute a Lig. Event. "LLC Agmt”
means the Limited Liability Company Agreement of Parent, as same may be amended. “OBCA" means the Business Corporations
Act (Ontario). "Original Issuance Date" means the date upon which the first | Ex. Share was issued by Corp. “Parent” means SSC
Dominion Holdings, LLC. “Pay Date” means any date on which Parent makes a distribution on A Units and/or B Units. “Person”
includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator,
legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization,
government body, syndicate or other entity, whether or not having legal status. "Price" has the meaning given toitins. 15.3.
“Red. Call Price” has the meaning given to “Redemption Call Purchase Price” in the ES Agmt. “Red. Call Right” has the meaning
given to “Redemption Call Right” in the ES Agmt. "Red. Date” means the date, if any, established by the Board for redemption by
Corp. of Ex. Shares pursuant to Art. 16, which date is the earliest of: (a) the effective date in respect of a Lig. Event, provided that
if a majority of the board of managers of Parent determines, in good faith and in their sole discretion, that: (i) it is not reasonably
practicable to continue or substantially replicate the terms and conditions of the Ex. Shares in connection with such Lig. Event or
that redemption of all but not less than all of the outstanding Ex. Shares is necessary to enable the completion of such Lig. Event
in accordance with its terms; or (ii) the consideration payable to the holders of A Units and B Units in such Lig. Event is cash, then
in either such instance the board of managers of Parent may accelerate such Red. Date to such date prior to the Lig. Event as
such board may determine, upon such number of days of prior written notice to the registered holders of Ex. Shares as the
board of managers of Parent may determine in its sole discretion te be reasonably practicable in such circumstances; provided
that Parent and the board of managers of Parent shall use all commercially reasonable efforts to ensure that any such
redemption is effective only upon, and is conditional upon, the closing of the Lig. Event; (b) the date specified by the written
consent or agreement of the A Maj., D Maj., F Maj., H Maj., | Maj. or | Maj,, as applicable; or (c) any date specified by the Board on
or after the date that the Tax Act is amended to permit the holders of Ex. Shares to effect an exchange for Ex. Units without
creating a taxable event under the Tax Act for the holders of Ex. Shares. "Red. Price” has the meaning given to it in s. 16.1. “Ret.
Shares” has the meaning given ta it in s. 15.1(a). “Ret. Call Right” has the meaning given to it in s. 15.1(c). “Ret. Date" has the
meaning given to it in s. 15.1(b). “Ret. Price” has the meaning given to it in s. 15.1, “Ret. Request” has the meaning given to itin s.
15.1. “Rights” means Rights, "Sp. Div.” means any cash dividend to be paid on the Ex. Shares from time to time, resulting from
payment of a dividend by Parent on A Units and/or B Units, which cash dividend would, in the good faith determination of the
Board, be subject to tax under Part V1.1 of the Tax Act. “Sp. Div. Call Right" has the meaning given to “Special Dividend Call Right”
in the ES Agmt. “Tax Act” means the Income Tax Act (Canada). “Tax Dist.” has the meaning given to "Tax Distribution” in the LLC
Agmt. 1.2 Unless otherwise indicated, any reference to an “Art.” or "s.” shall be a reference to that Article or Section herein.
ARTICLE 2 DIVIDENDS: A EX. SHARES 2.1 Subject to ss. 2.4 and 2.5, a holder of a A Ex. Share shall be entitled to receive, and the
Board shall, subject to applicable law, on each Pay Date, declare a dividend on each A Ex. Share: (3) in the case of a cash
distribution other than (i) a Sp. Div. (provided that Parent has exercised its Sp. Div. Call Right) or (ii) a Tax Dist., paid an A Units
and/or B Units, in an amount in cash for each A Ex. Share on the Pay Date, in each case, equal to the cash distribution paid on
each A Unit and/or B Unit, in each case, multiplied by the A Ex. Ratio; (b) subject to the remainder of this s. 2.1, in the case of a
distribution paid on A Units and/or B Units to be paid in additional A Units and/or B Units, in such number of A Ex. Shares for
each A Ex. Share as is equal to the number of A Units and/or B Units to be paid as a dividend on each A Unit and/or B Unit; or (c)
in the case of a distribution paid on A Units and/or B Units in property other than cash or additional A Units and/or B Units, in
such type and amount of property for each A Ex, Share as is the same as or economically equivalent to (to be determined by the
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Board in accordance with s. 19.2) the type and amount of property paid as a distribution on each A Unit and/or B Unit, in each
case, multiplied by the A Ex. Ratio. Such dividends shall be paid out of money, assets or property of Corp. properly applicable to
the payment of dividends, or out of authorized but unissued shares of Corp., as applicable. In the case of a distribution paid on A
Units and/or B Units to be paid in additional A Units and/or B Units, in lieu of declaring the share dividend contemplated by s.
2.1(b), the Board, acting in good faith, may, in its discretion and subject to applicable law, subdivide, re-divide or change
(“subdiv.") each issued and unissued A Ex. Share on the basis that each A Ex. Share before the subdiv. becomes a number of A Ex.
Shares as is equal to the sum of (i) a Ex. Unit and (ii) the number of A Units and/or B Units to be paid as a distribution on A Units
and/or B Units. In such instance, and notwithstanding any other provision hereof, such subdiv. shall become effective on the
effective date specified in s. 2.3 without any further act or formality on the part of the Board or of the holders of A Ex. Shares. For
greater certainty, no approval of the holders of A Ex. Shares to an amendment to the articles of Corp. shall be required to give
effect to such subdly, In the case that Parent exercises its Sp, Div, Call Right, the Board, acting in good faith shall, subject to
applicable law effect a subdiv. each issued and unissued A Ex. Share on the basis that each holder of a A Ex. Share before the
subdiv. shall, after the subdiv. is effected, hold that number of A Ex. Shares equal to the number of A Ex. Shares held by such
holder immediately prior to the Parent's exercise of the Sp. Div. Call Right. In such instance, and notwithstanding any other
provision hereof, stich subdiv. shall become effective on the effective date specified in s. 2.3 without any further act or formality
on the part of the Board or of the holders of A Ex. Shares. For greater certainty, no approval of the holders of A Ex. Shares to an
amendment to the articles of Corp. shall be required to give effect to such subdiv. 2.2 Cheques of Corp. payable at par at any
branch of the bankers of Corp. or, at Corp.'s election, a wire transfer of immediately available funds to an account specified by a
holder, shall be issued or sent in respect of any cash dividends contemplated by s. 2.1(a) and the sending of such a cheque or
wire transfer to each holder of A Ex. Shares shall satisfy the cash dividend represented thereby unless the cheque is not paid on
presentation or the wire transfer is not received. Certificates registered in the name of each registered holder of A Ex. Shares
may be issued or transferred in respect of any share dividends contemplated by s. 2.1(b) and the sending of such a certificate to
any such holder shall satisfy the share dividend represented thereby. Such other type and amount of property in respect of any
dividends contemplated by s. 2.1(c) shall be issued, distributed or transferred by Corp. in such manner as it shall determine and
the issuance, distribution or transfer thereof by Corp. to each holder of A Ex. Shares shall satisfy the dividend represented
thereby. No holder of A Ex. Shares shall be entitled to recover by action or other legal process against Corp. any dividend that is
represented by a cheque that has not been duly presented to Corp.'s bankers for payment or that otherwise remains unclaimed
for a period of six years from the date on which such dividend was payable. 2.3 The record date for the determination of the
holders of A Ex. Shares entitled to receive payment of, and the payment date for, any dividend declared on the A Ex, Shares
under s. 2.1 shall be the same dates as the record date and payment date, respectively, for the corresponding distribution paid
on A Units and/or B Units, as applicable, 2.4 If on any payment date for any dividends declared on the A Ex. Shares under s. 2.1
the dividends are not paid in full on all of the outstanding A Ex. Shares, any such dividends that remain unpaid are to be paid on
a subsequent date or dates determined by the Board on which Corp. has sufficient money, assets or property properly available
to the payment of such dividends. 2.5 A holder of A Ex. Shares is not entitled to receive any dividends in respect of A Ex. Shares
other than specifically provided for under this Art. 2. ARTICLE 3 DIVIDENDS: D EX. SHARES 3.1 Subject to ss. 3.4 and 3.5, a holder
of a D Ex. Share shall be entitled to receive, and the Board shall, subject to applicable law, on each Pay Date, declare a dividend
on each D Ex. Share: (a) in the case of a cash distribution other than (i) a Sp. Div. (provided that Parent has exercised its Sp. Div,
Call Right) or (ii) a Tax Dist., paid on A Units and/or B Units, in an amount in cash for each D Ex. Share on the Pay Date, in each
case, equal to the cash distribution paid on each A Unit and/or B Unit, in each case, multiplied by the D Ex. Ratio; (b) subject to
the remainder of this s. 3.1, in the case of a distribution paid on A Units and/or B Units to be paid in additional A Units and/or B
Units, in such number of D Ex. Shares for each D Ex. Share as is equal to the number of A Units and/or B Units to be paid as a
dividend on each A Unit and/or B Unit; or (c) in the case of a distribution paid on A Units and/or B Units in property other than
cash or additional A Units and/or B Units, in such type and amount of property for each D Ex. Share as is the same as or
economically equivalent to (to be determined by the Board in accordance with s. 19.2) the type and amount of property paid as a
distribution on each A Unit and/or B Unit, in each case, multiplied by the D Ex. Ratio. Such dividends shall be paid out of money,
assets or property of Corp. properly applicable to the payment of dividends, or out of authorized but unissued shares of Corp.,
as applicable, In the case of a distribution paid on A Units and/or B Units to be paid in additional A Units and/or B Units, in lieu of
declaring the share dividend contemplated by s. 3.1(h), the Board, acting in good faith, may, in its discretion and subject to
applicable law, subdivide, re-divide or change (“subdiv.") each issued and unissued D Ex. Share on the basis that each D Ex. Share
before the subdiv. becomes a number of D Ex, Shares as is equal to the sum of (i) a Ex, Unit and (ji) the number of A Units and/or
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DOM_0071738585
B Units to be paid as a distribution on A Units and/or B Units. In such instance, and notwithstanding any other provision hereof,
such subdiv. shall become effective on the effective date specified in s. 3.3 without any further act or formality on the part of the
Board or of the holders of D Ex. Shares. For greater certainty, no approval of the holders of D Ex. Shares to an amendment to the
articles of Corp. shall be required to give effect to such subdiv. In the case that Parent exercises its Sp. Div. Call Right, the Board,
acting in good faith shall, subject to applicable law effect a subdiv, each issued and unissued D Ex. Share on the basis that each
holder of a D Ex. Share before the subdiv. shall, after the subdiv. is effected, hold that number of D Ex. Shares equal to the
number of D Ex. Shares held by such holder immediately prior to the Parent's exercise of the Sp. Div. Call Right. In such instance,
and notwithstanding any other provision hereof, such subdiv. shall become effective on the effective date specified in s. 3.3
without any further act or formality on the part of the Board or of the holders of D Ex. Shares. For greater certainty, nc approval
of the holders of D Ex. Shares to an amendment ta the articles of Corp. shall be required to give effect to such subdiv. 3.2
Cheques of Corp, payable at par at any branch of the bankers of Corp, or, at Corp.'s election, a wire transfer of immediately
available funds to an account specified by a holder, shall be issued or sent in respect of any cash dividends contemplated by s.
3.1(a) and the sending of such a cheque or wire transfer to each holder of D Ex. Shares shall satisfy the cash dividend
represented thereby unless the cheque is not paid on presentation or the wire transfer is not received, Certificates registered in
the name of each registered holder of D Ex. Shares may be issued or transferred in respect of any share dividends contemplated
by s. 3.1(b) and the sending of such a certificate to any such holder shall satisfy the share dividend represented thereby. Such
other type and amount of property in respect of any dividends contemplated by s. 3.1(c) shall be issued, distributed or
transferred by Corp. in such manner as it shall determine and the issuance, distribution or transfer thereof by Corp. to each
holder of D Ex. Shares shall satisfy the dividend represented thereby. No holder of D Ex. Shares shall be entitled to recover by
action or ather legal process against Corp. any dividend that is represented by a cheque that has not been duly presented to
Corp.'s bankers for payment or that otherwise remains unclaimed for a period of six years from the date on which such dividend
was payable. 3.3 The record date for the determination of the holders of D Ex. Shares entitled to receive payment of, and the
payment date for, any dividend declared on the D Ex. Shares under s. 3.1 shall be the same dates as the record date and
payment date, respectively, for the corresponding distribution paid on A Units and/or B Units, as applicable. 3.4 [fon any
payment date for any dividends declared on the D Ex. Shares under s. 3.1 the dividends are not paid in full on all of the
outstanding D Ex. Shares, any such dividends that remain unpaid are to be paid on a subsequent date or dates determined by
the Board on which Corp. has sufficient money, assets or property properly available to the payment of such dividends. 3.5 A
holder of D Ex. Shares is not entitled ta receive any dividends in respect of D Ex. Shares other than specifically provided for under
this Art. 3. ARTICLE 4 DIVIDENDS: F EX. SHARES 4.1 Subject to ss. 4.4 and 4.5, a holder of a F Ex. Share shall be entitled to receive,
and the Board shall, subject to applicable law, on each Pay Date, declare a dividend on each F Ex. Share: (a) in the case of a cash
distribution other than (i) a Sp. Div. (provided that Parent has exercised its Sp. Div. Call Right) or (ii) a Tax Dist., paid on A Units
and/or B Units, in an amount in cash for each F Ex. Share on the Pay Date, in each case, equal to the cash distribution paid on
each A Unit and/or B Unit, in each case, multiplied by the F Ex. Ratio; (b) subject to the remainder of this 5. 4.1, in the case of a
distribution paid on A Units and/or B Units to be paid in additional A Units and/or B Units, in such number of F Ex. Shares for
each F Ex. Share as is equal to the number of A Units and/or B Units to be paid as a dividend on each A Unit and/or B Unit; or (c)
in the case of a distribution paid an A Units and/or B Units in property other than cash or additional A Units and/or B Units, in
such type and amount of property for each F Ex. Share as is the same as or economically equivalent to (to be determined by the
Board in accordance with s. 19.2) the type and amount of property paid as a distribution on each A Unit and/or B Unit, in each
case, multiplied by the F Ex. Ratio. Such dividends shall be paid out of money, assets or property of Corp. properly applicable to
the payment of dividends, or out of authorized but unissued shares of Corp., as applicable. In the case of a distribution paid on A
("subdiv,”) each issued and unissued F Ex. Share on the basis that each F Ex. Share before the subdiv. becomes a number of F Ex.
effective date specified in s. 4.3 without any further act or formality on the part of the Board or of the holders of F Ex. Shares. For
greater certainty, no approval of the holders of F Ex. Shares to an amendment to the articles of Corp. shall be required to give
effect to such subdiv. In the case that Parent exercises its Sp. Div. Call Right, the Board, acting in good faith shall, subject to
applicable law effect a subdiv. each issued and unissued F Ex. Share on the basis that each holder of a F Ex. Share before the
subdiv. shall, after the subdiv. is effected, hold that number of F Ex. Shares equal to the number of F Ex, Shares held by such
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DOM_0071738586
holder immediately prior to the Parent's exercise of the Sp. Div. Call Right. In such instance, and notwithstanding any other
provision hereof, such subdiv. shall become effective on the effective date specified in s. 4.3 without any further act or formality
on the part of the Board or of the holders of F Ex. Shares. For greater certainty, no approval of the holders of F Ex. Shares to an
wire transfer to each holder of F Ex. Shares shall satisfy the cash dividend represented thereby unless the cheque is not paid an
presentation or the wire transfer is not received, Certificates registered in the name of each registered holder of F Ex. Shares
may be issued or transferred in respect of any share dividends contemplated by 5. 4.1(b) and the sending of such a certificate to
any such holder shall satisfy the share dividend represented thereby. Such other type and amount of property in respect of any
the issuance, distribution or transfer thereof by Corp. to each holder of F Ex. Shares shall satisfy the dividend represented
thereby. No holder of F Ex. Shares shall be entitled to recover by action or other legal process against Corp. any dividend that is
represented hy a cheque that has not been duly presented to Corp.'s bankers for payment or that otherwise remains unclaimed
holders of F Ex. Shares entitled to receive payment of, and the payment date for, any dividend declared on the F Ex. Shares
under s, 4.1 shall be the same dates as the record date and payment date, respectively, for the corresponding distribution paid
on A Units and/or B Units, as applicable. 4.4 If on any payment date for any dividends declared on the F Ex. Shares under s. 4.1
the dividends are not paid in full on all of the outstanding F Ex. Shares, any such dividends that remain unpaid are to be paid on
a subsequent date or dates determined by the Board on which Corp. has sufficient money, assets or property properly available
to the payment of such dividends. 4.5 A holder of F Ex. Shares is not entitled to receive any dividends in respect of F Ex. Shares
other than specifically provided for under this Art. 4, ARTICLE 5 DIVIDENDS: H EX. SHARES 5.1 Subject to ss. 5.4 and 5.5, a holder
of a H Ex. Share shall be entitled to receive, and the Board shall, subject to applicable law, on each Pay Date, declare a dividend
on each H Ex. Share: (a) in the case of a cash distribution other than (i) a Sp. Div. (provided that Parent has exercised its Sp. Div.
Call Right) or (ji) a Tax Dist., paid on A Units and/or B Units, in an amount in cash for each H Ex. Share on the Pay Date, in each
case, equal to the cash distribution paid on each A Unit and/or B Unit, in each case, multiplied by the H Ex. Ratio; (b) subject to
the remainder of this s. 5.1, in the case of a distribution paid on A Units and/or B Units to be paid in additional A Units and/or B
Units, in such number of H Ex. Shares for each H Ex. Share as is equal to the number of A Units and/or B Units to be paid as a
dividend on each A Unit and/or B Unit; or (c) in the case of a distribution paid on A Units and/or B Units in property other than
cash or additional A Units and/or B Units, in such type and amount of property for each H Ex. Share as is the same as or
economically equivalent to (to be determined by the Board in accordance with s. 19.2) the type and amount of property paid as a
distribution on each A Unit and/or B Unit, in each case, multiplied by the H Ex. Ratio. Such dividends shall be paid out of money,
assets or property of Corp. properly applicable to the payment of dividends, or out of authorized but unissued shares of Corp,
as applicable. In the case of a distribution paid on A Units and/or B Units to be paid in additional A Units and/or B Units, in lieu of
declaring the share dividend contemplated by s. 5.1(b), the Board, acting in good faith, may, in its discretion and subject to
applicable law, subdivide, re-divide or change (“subdiv.”) each issued and unissued H Ex. Share on the basis that each H Ex. Share
before the subdiv. becomes a number of H Ex. Shares as is equal to the sum of (i) a Ex. Unit and (ii) the number of A Units and/or
B Units to be paid as a distribution an A Units and/or B Units. In such instance, and notwithstanding any other provision hereof,
such subdiv. shall become effective on the effective date specified in s. 5.3 without any further act or formality on the part of the
Board or of the holders of H Ex. Shares. For greater certainty, no approval of the holders of H Ex. Shares to an amendment to the
articles of Corp. shall be required to give effect to such subdiv. In the case that Parent exercises its Sp. Div. Call Right, the Board,
acting in good faith shall, subject to applicable law effect a subdiv. each issued and unissued H Ex. Share on the basis that each
holder of a H Ex. Share before the subdiv, shall, after the subdiv. is effected, hold that number of H Ex. Shares equal to the
number of H Ex, Shares held by such holder immediately prior to the Parent's exercise of the Sp. Div. Call Right. In such instance,
and notwithstanding any other provision hereof, such subdiv. shall become effective on the effective date specified ins. 5.3
without any further act or formality on the part of the Board or of the holders of H Ex. Shares. For greater certainty, no approval
of the holders of H Ex. Shares to an amendment to the articles of Corp. shall be required to give effect to such subdiv. 5.2
Cheques of Corp. payable at par at any branch of the bankers of Corp. or, at Corp.'s election, a wire transfer of immediately
available funds to an account specified by a holder, shall be issued or sent in respect of any cash dividends contemplated by s.
5.1(a) and the sending of such a cheque or wire transfer to each holder of H Ex, Shares shall satisfy the cash dividend
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DOM_0071738587
represented thereby unless the cheque is not paid on presentation or the wire transfer is not received. Certificates registered in
the name of each registered holder of H Ex. Shares may be issued or transferred in respect of any share dividends contemplated
by s. 5.1(b) and the sending of such a certificate to any such holder shall satisfy the share dividend represented thereby. Such
other type and amount of property in respect of any dividends contemplated by s. 5.1(c) shall be issued, distributed or
transferred by Corp. in such manner as it shall determine and the issuance, distribution or transfer thereof by Corp. to each
holder of H Ex. Shares shall satisfy the dividend represented thereby. No holder of H Ex. Shares shall be entitled to recover by
action or other legal process against Corp. any dividend that is represented by a cheque that has not been duly presented to
Corp.'s bankers for payment or that otherwise remains unclaimed for a period of six years from the date on which such dividend
was payable. 5.3 The record date for the determination of the holders of H Ex. Shares entitled to receive payment of, and the
payment date for, any dividend declared on the H Ex. Shares under s. 5.1 shall be the same dates as the record date and
payment date, respectively, for the corresponding distribution paid on A Units and/or B Units, as applicable. 5.4 If on any
payment date for any dividends declared on the H Ex. Shares under s. 5.1 the dividends are not paid in full on all of the
outstanding H Ex. Shares, any such dividends that remain unpaid are to be paid on a subsequent date or dates determined by
the Board on which Corp. has sufficient money, assets or property properly available to the payment of such dividends. 5.5 A
holder of H Ex. Shares is not entitled to receive any dividends in respect of H Ex. Shares other than specifically provided for under
this Art. 5. ARTICLE 6 DIVIDENDS: | EX. SHARES 6.1 Subject to ss. 6.4 and 6.5, a holder of a | Ex. Share shall be entitled to receive,
and the Board shall, subject to applicable law, on each Pay Date, declare a dividend on each | Ex. Share: (a) in the case of a cash
distribution other than (i) a Sp. Div. (provided that Parent has exercised its Sp. Div. Call Right) or (ii) a Tax Dist., paid on A Units
and/or B Units, in an amount in cash for each | Ex. Share on the Pay Date, in each case, equal to the cash distribution paid on
each A Unit and/or B Unit, in each case, multiplied by the | Ex. Ratio; {b) subject to the remainder of this s. 6.1, in the case of a
distribution paid on A Units and/or B Units to be paid in additional A Units and/or B Units, in such number of | Ex. Shares for each
| Ex. Share as is equal to the number of A Units and/or B Units to be paid as a dividend on each A Unit and/or B Unit; or (c) in the
case of a distribution paid on A Units and/or B Units in property other than cash or additional A Units and/or B Units, in such type
and amount of property for each | Ex. Share as is the same as or economically equivalent to (to be determined by the Board in
accordance with s. 19.2) the type and amount of property paid as a distribution on each A Unit and/or B Unit, in each case,
multiplied by the | Ex. Ratio. Such dividends shall be paid out of money, assets or property of Carp, properly applicable to the
payment of dividends, or out of authorized but unissued shares of Corp., as applicable. In the case of a distribution paid on A
(“subdiv.”) each issued and unissued | Ex. Share on the basis that each | Ex. Share before the subdiv. becomes a number of | Ex.
effective date specified in 5. 6.3 without any further act or formality on the part of the Board or of the holders of | Ex. Shares. For
greater certainty, no approval of the holders of | Ex. Shares to an amendment to the articles of Corp. shall be required to give
effect to such subdiv. In the case that Parent exercises its Sp. Div. Call Right, the Beard, acting in good faith shall, subject to
applicable law effect a subdiv. each issued and unissued | Ex. Share on the basis that each holder of a | Ex. Share before the
subdiv, shall, after the subdiv. is effected, hold that number of | Ex, Shares equal to the number of | Ex. Shares held by such
holder immediately prior to the Parent's exercise of the Sp. Div, Call Right. In such instance, and notwithstanding any other
provision hereof, such subdiv. shall become effective on the effective date specified in s. 6.3 without any further act or formality
on the part of the Board or of the holders of | Ex. Shares. For greater certainty, no approval of the holders of | Ex. Shares to an
wire transfer to each holder of | Ex. Shares shall satisfy the cash dividend represented thereby unless the cheque is not paid on
presentation or the wire transfer is not received. Certificates registered in the name of each registered holder of | Ex. Shares may
be issued or transferred in respect of any share dividends contemplated by s. 6.1(b) and the sending of such a certificate to any
such holder shall satisfy the share dividend represented thereby, Such other type and amount of property in respect of any
the issuance, distribution or transfer thereof by Corp. to each holder of | Ex. Shares shall satisfy the dividend represented
thereby. No holder of | Ex, Shares shall be entitled to recover by action or other legal process against Corp. any dividend that is
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DOM_0071738588
represented by a cheque that has not been duly presented to Corp.'s bankers for payment or that otherwise remains unclaimed
holders of | Ex. Shares entitled to receive payment of, and the payment date for, any dividend declared on the | Ex. Shares under
s. 6.1 shall be the same dates as the record date and payment date, respectively, for the corresponding distribution paid on A
Units and/or B Units, as applicable. 6.4 If on any payment date for any dividends declared on the | Ex. Shares under s. 6.1 the
dividends are not paid in full on all of the outstanding | Ex. Shares, any such dividends that remain unpaid are to be paid on a
subsequent date or dates determined by the Board on which Corp. has sufficient money, assets or property properly available to
the payment of such dividends. 6.5 A holder of | Ex. Shares is not entitled to receive any dividends in respect of | Ex. Shares other
than specifically provided for under this Art. 6. ARTICLE 7 DIVIDENDS: J EX. SHARES 7.1 Subjectto ss. 7.4 and 7.5, a holder of a |
Ex. Share shall be entitled to receive, and the Board shall, subject to applicable law, on each Pay Date, declare a dividend on each
| Ex, Share: (a) in the case of a cash distribution other than (i) a Sp. Div. (provided that Parent has exercised its Sp. Div, Call Right)
or (ii) a Tax Dist., paid on A Units and/or B Units, in an amount in cash for each J Ex. Share on the Pay Date, in each case, equal to
the cash distribution paid on each A Unit and/or B Unit, in each case, multiplied by the ] Ex. Ratio; (b) subject to the remainder of
this s, 7.1, in the case of a distribution paid on A Units and/or B Units to be paid in additional A Units and/or B Units, in such
number of | Ex. Shares for each | Ex. Share as is equal to the number of A Units and/or B Units to be paid as a dividend on each A
Unit and/or B Unit; or (c) in the case of a distribution paid on A Units and/or B Units in property other than cash or additional A
Units and/or B Units, in such type and amount of property for each J Ex. Share as is the same as or economically equivalent to (to
be determined by the Board in accordance with s. 19.2) the type and amount of property paid as a distribution on each A Unit
and/or B Unit, in each case, multiplied by the | Ex. Ratio. Such dividends shall be paid out of money, assets or property of Corp.
properly applicable to the payment of dividends, or out of authorized but unissued shares of Corp., as applicable. In the case of a
distribution paid on A Units and/or B Units to be paid in additional A Units and/or B Units, in lieu of declaring the share dividend
contemplated by s. 7.1(b), the Board, acting in good faith, may, in its discretion and subject to applicable law, subdivide, re-divide
or change (“subdiv.”) each issued and unissued | Ex. Share on the basis that each | Ex. Share before the subdiv. becomes a
number of | Ex. Shares as is equal to the sum of (i) a Ex. Unit and (ii) the number of A Units and/or B Units to be paid as a
distribution on A Units and/or B Units. In such instance, and notwithstanding any other provision hereof, such subdiv, shall
become effective on the effective date specified in s. 7.3 without any further act or formality on the part of the Board or of the
holders of J Ex. Shares. For greater certainty, no approval of the holders of | Ex. Shares to an amendment to the articles of Corp.
shall be required to give effect to such subdiv. In the case that Parent exercises its Sp. Div. Call Right, the Board, acting in good
faith shall, subject to applicable law effect a subdiv, each issued and unissued ) Ex. Share on the basis that each holder of a | EX,
Share before the subdiv. shall, after the subdiv. is effected, hold that number of ) Ex. Shares equal to the number of | Ex. Shares
held by such holder immediately prior to the Parent's exercise of the Sp. Div. Call Right. In such instance, and notwithstanding
any other provision hereof, such subdiv. shall become effective on the effective date specified in s. 7.3 without any further act or
formality on the part of the Board or of the holders of | Ex. Shares. For greater certainty, no approval of the holders of | Ex.
Shares to an amendment to the articles of Corp. shall be required to give effect to such subdiv. 7.2 Cheques of Corp. payable at
par at any branch of the bankers of Corp. or, at Corp.'s election, a wire transfer of immediately available funds to an account
specified by a holder, shall be issued or sent in respect of any cash dividends contemplated by s. 7.1(a) and the sending of such a
cheque or wire transfer to each holder of | Ex. Shares shall satisfy the cash dividend represented thereby unless the cheque is
not paid on presentation or the wire transfer is not received. Certificates registered in the name of each registered holder of J Ex.
Shares may be issued or transferred in respect of any share dividends contemplated by s. 7.1(b) and the sending of such a
certificate to any such holder shall satisfy the share dividend represented thereby. Such other type and amount of property in
respect of any dividends contemplated by s. 7.1(c) shall be issued, distributed or transferred by Corp. in such manner as it shall
determine and the issuance, distribution or transfer thereof by Corp. to each holder of | Ex. Shares shall satisfy the dividend
represented thereby. No holder of | Ex. Shares shall be entitled to recover by action or other legal process against Corp. any
dividend that is represented by a cheque that has not been duly presented to Corp.'s bankers for payment or that otherwise
remains unclaimed for a period of six years from the date on which such dividend was payable. 7.3 The record date for the
determination of the holders of | Ex. Shares entitled to receive payment of, and the payment date for, any dividend declared on
the | Ex, Shares under s. 7.1 shall be the same dates as the record date and payment date, respectively, for the corresponding
distribution paid on A Units and/or B Units, as applicable. 7.4 If on any payment date for any dividends declared on the J Ex.
Shares under s. 7.1 the dividends are not paid in full on all of the outstanding J Ex. Shares, any such dividends that remain unpaid
are to be paid on a subsequent date or dates determined by the Board on which Corp. has stifficient money, assets or property
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DOM_0071738589
properly available to the payment of such dividends. 7.5 A holder of | Ex. Shares is not entitled to receive any dividends in respect
of | Ex. Shares other than specifically provided for under this Art. 7, ARTICLE 8 RESTRICTIONS 8.1 So long as any of the Ex. Shares
are outstanding, Corp. shall not at any time without, but may at any time with, the approval of the holders of each class of Ex.
Shares given as specified in s. 18.7: (a) redeem or purchase Common Shares or any other shares ranking junior to the Ex. Shares;
(b) redeem or purchase any other shares of Corp. ranking equally with the Ex. Shares with respect to the payment of dividends
or on any liquidation distribution; or (c) create and issue any new class of shares of Corp. ranking equally with, or superior to, the
Ex. Shares (excluding Common Shares) with respect to the payment of dividends or on any liquidation distribution, other than by
way of share dividends to the holders of such Ex. Shares. The above restrictions shall not apply if all dividends on the
outstanding Ex. Shares corresponding to distributions paid to date on A Units and/or B Units, as applicable, shall have been
declared and paid or reflected in the A Ex. Ratio, D Ex. Ratio, F Ex. Ratie, H Ex. Ratio, | Ex. Ratig, or | Ex. Ratio, as the case may be.
ARTICLE 9 LIQUIDATION: A EX, SHARES 9,1 Each A Ex, Share is entitled to a preference over the Common Shares and any other
shares ranking junior to the A Ex. Shares with respect to the distribution of assets in the event of the liquidation, dissolution or
winding-up of Corp., whether voluntary or involuntary, or any other distribution of the assets of Corp. among its shareholders for
the purpose of winding up its affairs. 9.2 In the event of the liquidation, dissolution or winding-up of Corp. or any other
distribution of the assets of Corp. among its shareholders for the purpose of winding up its affairs, subject in all circumstances to
the exercise by Parent of the Lig. Call Right, a holder of A Ex. Shares shall be entitled, subject to applicable law, to receive from
the assets of Corp. in respect of each A Ex. Share held by such holder on the effective date (“Lig. Date”) of such liquidation,
dissolution or winding-up, before any distribution of any part of the assets of Corp. among the holders of the Common Shares or
any other shares ranking junior to the A Ex. Shares, an amount per share equal to the FMV of an Ex. Unit on the last Business Day
prior to the Lig. Date multiplied by the A Ex. Ratio ("A Lig. Amt"), which shall be satisfied in full by Corp. causing to be delivered to
such holder with respect to each A Ex. Share that number of Ex, Units equal to the A Ex. Ratio, together with all declared and
unpaid dividends on each such A Ex. Share held by such holder on any Div. Record Date which occurred prior to the Lig. Date
(but without duplication of any partions of the A Lig. Amt). 9.3 On aor promptly after the Liq. Date, Corp. shall cause ta be
delivered to the holders of the A Ex. Shares the A Lig. Amt for each such A Ex. Share upon presentation and surrender of the
certificates representing such A Ex. Shares (if any), together with such other documents and instruments as may be required to
effect a transfer of A Ex. Shares under the OBCA and the articles of Corp. and such additional documents and instruments as
Corp. may reasonably require, at the registered office of Corp. Payment of the total A Lig. Amt for such A Ex. Shares shall be
made by delivering to each holder A Units and B Units comprising the applicable number of Ex. Units (which units shall be free
and clear of any lien, claim or encumbrance) and a cheque of Corp. payable at par at any branch of the bankers of Corp., or wire
transfer of immediately available funds, in respect of the remaining portion, if any, of the total A Lig. Amt (in each case less any
amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Lig, Date, the holders of
the A Ex. Shares shall cease to be holders of such A Ex. Shares and shall not be entitled to exercise any of the rights of holders in
respect thereof, other than the right to receive their propartionate part of the total A Lig. Amt, unless delivery of the total A Liq.
Amt for such A Ex. Shares shall not be made upon presentation and surrender of share certificates in accordance with the
foregoing provisions, in which case the rights of the holders shall remain unaffected until the total A Lig. Amt has been delivered
in the manner hereinbefore provided. Corp. shall have the right at any time after the Lig. Date to deposit or deliver (as the case
may be) or cause to be deposited or delivered the total A Lig. Amt in respect of the A Ex. Shares represented by certificates that
have not at the Liq. Date been surrendered by the holders thereof in or to a custodial account with any chartered bank or trust
company in Canada. Upon such deposit or delivery being made, the rights of the holders of such A Ex. Shares shall be limited to
receiving their proportionate part of the total A Liq. Amt (in each case less any amounts withheld on account of tax required to
be deducted and withheld therefrom) for such A Ex. Shares, against presentation and surrender of the said certificates held by
them, respectively, in accordance with the foregoing provisions. Upon such delivery or deposit of the total A Lig. Amt, the holders
of the relevant A Ex. Shares shall thereafter be considered and deemed for all purposes to be holders of the Ex. Units delivered
to them or the custodian on their behalf. 9.4 After Corp. has satisfied its obligations to pay or otherwise deliver the holders of the
A Ex. Shares the A Lig. Amt per A Ex. Share pursuant to s. 9.2, such holders shall not be entitled to share in any further
distribution of the assets of Carp. (for clarity, the provisions of this s. 9.4 shall not preclude such holders from receiving proceeds
in connection with their ownership interests in Parent, if any). For greater certainty, the A Liq. Amt may only be satisfied through
the receipt of the Ex. Units and not through any other assets of Corp. ARTICLE 10 LIQUIDATION: D EX. SHARES 10.1 Each D Ex.
Share is entitled to a preference over the Common Shares and any other shares ranking junior to the D Ex. Shares with respect
to the distribution of assets in the event of the liquidation, dissolution or winding-up of Corp, whether voluntary or inveluntary,
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or any other distribution of the assets of Corp. among its shareholders for the purpose of winding up its affairs. 10.2 In the event
of the liquidation, dissolution or winding-up of Corp. or any other distribution of the assets of Carp. among its shareholders for
the purpose of winding up its affairs, subject in all circumstances to the exercise by Parent of the Lig. Call Right, a holder of D Ex.
Shares shall be entitled, subject to applicable law, to receive from the assets of Corp. in respect of each D Ex. Share held by such
holder on the Liq. Date of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of Corp.
among the holders of the Common Shares or any other shares ranking junior to the D Ex. Shares, an amount per share equal te
the FMV of an Ex. Unit on the last Business Day prior to the Lig. Date multiplied by the D Ex. Ratio (“D Lig. Amt"), which shall be
satisfied in full by Corp. causing to be delivered to such holder with respect to each D Ex, Share that number of Ex, Units equal to
the D Ex. Ratio, together with all declared and unpaid dividends on each such D Ex. Share held by such helder on any Div. Record
Date which occurred prior to the Lig. Date (but without duplication of any portions of the D Lig. Amt). 10.3 On or promptly after
the Lig. Date, Corp. shall cause to be delivered to the holders of the D Ex. Shares the D Lig. Amt for each such D Ex, Share upon
presentation and surrender of the certificates representing such D Ex. Shares (if any), together with such other documents and
instruments as may be required to effect a transfer of D Ex. Shares under the OBCA and the articles of Corp. and such additional
documents and instruments as Corp. may reasonably require, at the registered office of Corp. Payment of the total D Lig. Amt
for such D Ex. Shares shall be made by delivering to each holder A Units and B Units comprising the applicable number of Ex.
Units (which units shall be free and clear of any lien, claim or encumbrance) and a cheque of Corp. payable at par at any branch
of the bankers of Corp., or wire transfer of immediately available funds, in respect of the remaining portion, if any, of the total D
Liq. Amt (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and
after the Liq. Date, the holders of the D Ex. Shares shall cease to be holders of such D Ex. Shares and shall not be entitled to
exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total D Lig.
Amt, unless delivery of the total D Lig. Amt for such D Ex. Shares shall not be made upon presentation and surrender of share
certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the
total D Liq. Amt has been delivered in the manner hereinbefore provided. Corp. shall have the right at any time after the Lig.
Date to deposit or deliver (as the case may be) or cause to be deposited or delivered the total D Lig. Amt in respect of the D Ex.
Shares represented by certificates that have not at the Lig. Date been surrendered by the holders thereof in or to a custodial
account with any chartered bank or trust company in Canada. Upon such deposit or delivery being made, the rights of the
holders of such D Ex. Shares shall be limited to receiving their properticnate part of the total D Liq. Amt (in each case less any
amounts withheld on account of tax required to be deducted and withheld therefrom) for such D Ex. Shares, against
presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions, Upon
such delivery or deposit of the total D Lig. Amt, the holders of the relevant D Ex. Shares shall thereafter be considered and
deemed for all purposes to be holders of the Ex. Units delivered to them or the custodian on their behalf, 10.4 After Corp. has
satisfied its obligations to pay or otherwise deliver the holders of the D Ex. Shares the D Liq. Amt per D Ex. Share pursuant to s.
10.2, such holders shall not be entitled to share in any further distribution of the assets of Corp. (for clarity, the provisions of this
s. 10.4 shall not preclude such holders from receiving proceeds in connection with their ownership interests in Parent, if any). For
greater certainty, the D Lig. Amt may only be satisfied through the receipt of the Ex. Units and not through any other assets of
Corp. ARTICLE 11 LIQUIDATION: F EX. SHARES 11.1 Each F Ex. Share is entitled to a preference over the Common Shares and any
other shares ranking junior to the F Ex, Shares with respect to the distribution of assets in the event of the liquidation,
dissolution er winding-up of Corp., whether voluntary or involuntary, or any other distribution of the assets of Corp. among its
shareholders for the purpose of winding up its affairs. 11.2 In the event of the liquidation, dissolution or winding-up of Corp. or
any ather distribution of the assets of Corp. among its shareholders for the purpose of winding up its affairs, subject in all
circumstances to the exercise by Parent of the Lig. Call Right, a holder of F Ex, Shares shall be entitled, subject to applicable law,
to receive from the assets of Corp. in respect of each F Ex. Share held by such holder on the Lig. Date of such liquidation,
any other shares ranking junior to the F Ex. Shares, an amount per share equal to the FMV of an Ex. Unit on the last Business Day
prior to the Lig. Date multiplied by the F Ex. Ratio (“F Lig. Amt"), which shall be satisfied in full by Corp. causing to be delivered to
such holder with respect to each F Ex. Share that number of Ex. Units equal to the F Ex. Ratio, together with all declared and
unpaid dividends on each such F Ex. Share held by such holder on any Div. Record Date which occurred priorto the Liq. Date (but
without duplication of any portions of the F Lig. Amt). 11.3 On or promptly after the Liq. Date, Corp. shall cause to be delivered to
the holders of the F Ex. Shares the F Lig. Amt for each such F Ex. Share upon presentation and surrender of the certificates
representing such F Ex, Shares (if any), together with such other documents and instruments as may be required to effect a
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DOM_0071738591
transfer of F Ex. Shares under the OBCA and the articles of Corp. and such additional documents and instruments as Corp. may
reasanably require, at the registered office of Corp. Payment of the total F Liq. Amt for such F Ex. Shares shall be made by
delivering to each holder A Units and B Units comprising the applicable number of Ex. Units (which units shall be free and clear
of any lien, claim or encumbrance) and a cheque of Corp. payable at par at any branch of the bankers of Corp., or wire transfer
of immediately available funds, in respect of the remaining portion, if any, of the total F Lig. Amt (in each case less any amounts
withheld on account of tax required to be deducted and withheld therefrom). On and after the Liq. Date, the holders of the F Ex.
Shares shall cease to be holders of such F Ex. Shares and shall not be entitled to exercise any of the rights of holders in respect
thereof, other than the right to receive their proportionate part of the total F Liq. Amt, unless delivery of the total F Lig. Amt for
such F Ex. Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing
provisions, in which case the rights of the holders shall remain unaffected until the total F Lig. Amt has been delivered in the
manner hereinbefore provided. Corp. shall have the right at any time after the Liq. Date to deposit or deliver (as the case may be)
or cause to be deposited or delivered the total F Liq. Amt in respect of the F Ex. Shares represented by certificates that have not
at the Lig. Date been surrendered hy the holders thereof in or to a custodial account with any chartered bank or trust company
in Canada. Upon such deposit or delivery being made, the rights of the holders of such F Ex. Shares shall be limited to receiving
their proportionate part of the total F Lig. Amt (in each case less any amounts withheld on account of tax required to be
deducted and withheld therefrom) for such F Ex. Shares, against presentation and surrender of the said certificates held by
them, respectively, in accordance with the foregoing provisions. Upon such delivery or deposit of the total F Lig. Amt, the holders
of the relevant F Ex. Shares shall thereafter be considered and deemed for all purposes to be holders of the Ex. Units delivered
to them or the custodian on their behalf. 11.4 After Corp. has satisfied its obligations to pay or otherwise deliver the holders of
the F Ex, Shares the F Lig. Amt per F Ex. Share pursuant to s. 11.2, such holders shall not be entitled to share in any further
distribution of the assets of Corp. (for clarity, the provisions of this s. 11.4 shall not preclude such holders fram receiving
proceeds in connection with their ownership interests in Parent, if any). For greater certainty, the F Lig. Amt may only be satisfied
through the receipt of the Ex. Units and not through any other assets of Corp. ARTICLE 12 LIQUIDATION: H EX. SHARES 12.1 Each
H Ex. Share is entitled to a preference over the Common Shares and any other shares ranking junior to the H Ex, Shares with
respect to the distribution of assets in the event of the liquidation, dissolution or winding-up of Corp., whether voluntary or
involuntary, or any other distribution of the assets of Corp. among its shareholders for the purpose of winding up its affairs. 12.2
In the event of the liquidation, dissolution or winding-up of Corp. or any other distribution of the assets of Corp. among its
shareholders for the purpose of winding up its affairs, subject in all circumstances to the exercise by Parent of the Lig. Call Right,
a holder of H Ex. Shares shall be entitled, subject to applicable law, to receive from the assets of Corp. in respect of each H Ex.
Share held by such holder on the Liq. Date of such liquidation, dissolution or winding-up, before any distribution of any part of
the assets of Corp. among the holders of the Common Shares or any other shares ranking junior to the H Ex. Shares, an amount
per share equal to the FMV of an Ex. Unit on the |ast Business Day prior to the Liq. Date multiplied by the H Ex. Ratio ("H Liq.
Amt"), which shall be satisfied in full by Corp. causing to be delivered to such holder with respect to each H Ex. Share that
number of Ex. Units equal to the H Ex. Ratio, together with all declared and unpaid dividends on each such H Ex. Share held by
such holder an any Div. Record Date which occurred prior to the Lig. Date (but without duplication of any portions of the H Lig,
Amt). 12.3 On or promptly after the Liq. Date, Corp. shall cause to be delivered to the holders of the H Ex. Shares the H Lig. Amt
for each such H Ex. Share upon presentation and surrender of the certificates representing such H Ex. Shares (if any), together
with such other documents and instruments as may be required to effect a transfer of H Ex. Shares under the OBCA and the
articles of Corp. and such additional documents and instruments as Corp. may reasonably require, at the registered office of
Corp. Payment of the total H Lig. Amt for such H Ex. Shares shall be made by delivering to each holder A Units and B Units
comprising the applicable number of Ex. Units (which units shall be free and clear of any lien, claim or encumbrance) and a
cheque of Corp. payable at par at any branch of the bankers of Corp., or wire transfer of immediately available funds, in respect
of the remaining portion, if any, of the total H Lig. Amt (in each case less any amounts withheld on account of tax required to be
deducted and withheld therefrom). On and after the Lig. Date, the holders of the H Ex. Shares shall cease to be holders of such H
Ex. Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their
proportionate part of the total H Lig. Amt, unless delivery of the total H Lig. Amt for such H Ex. Shares shall not be made upon
presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the
holders shall remain unaffected until the total H Liq. Amt has been delivered in the manner hereinbefore provided. Corp. shall
have the right at any time after the Lig. Date to deposit or deliver (as the case may be) or cause to be deposited or delivered the
total H Liq. Amt in respect of the H Ex. Shares represented by certificates that have not at the Lig. Date been surrendered by the
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DOM_0071738592
holders thereof in or to a custodial account with any chartered bank or trust company in Canada. Upon such deposit or delivery
being made, the rights of the holders of such H Ex. Shares shall be limited to receiving their proportionate part of the total H Lig.
Amt (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom) for such H Ex.
Shares, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing
provisions. Upon such delivery or deposit of the total H Lig. Amt, the holders of the relevant H Ex. Shares shall thereafter be
considered and deemed for all purposes to be holders of the Ex. Units delivered to them or the custodian on their behalf. 12.4
After Corp. has satisfied its obligations to pay or otherwise deliver the holders of the H Ex. Shares the H Liq. Amt per H Ex. Share
pursuant ta s. 12.2, such holders shall not be entitled to share in any further distribution of the assets of Corp. (for clarity, the
provisions of this 5. 12.4 shall not preclude such holders from receiving proceeds in connection with their ownership interests in
Parent, if any). For greater certainty, the H Lig. Amt may only be satisfied through the receipt of the Ex. Units and nat through any
other assets of Corp, ARTICLE 13 LIQUIDATION: | EX. SHARES 13.1 Each | Ex, Share is entitled to a preference over the Common
Shares and any other shares ranking junior to the | Ex. Shares with respect to the distribution of assets in the event of the
liquidation, dissolution or winding-up of Corp., whether voluntary or involuntary, or any other distribution of the assets of Corp.
among its shareholders for the purpose of winding up its affairs. 13.2 In the event of the liquidation, dissolution of winding-up of
Corp. or any other distribution of the assets of Corp. among its shareholders for the purpose of winding up its affairs, subject in
all circumstances to the exercise by Parent of the Lig. Call Right, a holder of | Ex. Shares shall be entitled, subject to applicable
law, to receive from the assets of Corp. in respect of each | Ex. Share held by such holder on the Liq. Date of such liquidation,
any other shares ranking junior to the | Ex. Shares, an amount per share equal to the FMV of an Ex. Unit on the last Business Day
prior to the Lig. Date multiplied by the | Ex. Ratio (“I Lig. Amt"), which shall be satisfied in full by Corp. causing to be delivered to
such holder with respect to each | Ex. Share that number of Ex. Units equal to the | Ex. Ratio, together with all declared and
unpaid dividends on each such | Ex. Share held by such holder on any Div. Record Date which occurred prior to the Lig. Date (but
without duplication of any portions of the | Liq. Amt). 13.3 On or promptly after the Lig. Date, Corp. shall cause to be delivered to
the holders of the | Ex. Shares the | Lig. Amt for each such | Ex. Share upon presentation and surrender of the certificates
representing such | Ex. Shares (if any), together with such other documents and instruments as may be required to effect a
transfer of | Ex. Shares under the OBCA and the articles of Corp. and such additional documents and instruments as Corp. may
reasonably require, at the registered office of Corp. Payment of the total | Lig. Amt for such | Ex. Shares shall be made by
delivering to each holder A Units and B Units comprising the applicable number of Ex. Units (which units shall be free and clear
of any lien, claim or encumbrance) and a cheque of Corp. payable at par at any branch of the bankers of Corp., or wire transfer
of immediately available funds, in respect of the remaining portion, if any, of the total | Liq. Amt (in each case less any amounts
withheld on account of tax required to be deducted and withheld therefrom). On and after the Liq. Date, the holders of the | Ex.
Shares shall cease to be holders of such | Ex. Shares and shall not be entitled to exercise any of the rights of holders in respect
thereof, other than the right to receive their proportionate part of the total | Lig. Amt, unless delivery of the total | Liq. Amt for
such | Ex. Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing
pravisions, in which case the rights of the holders shall remain unaffected until the total | Liq. Amt has been delivered in the
manner hereinbefore provided. Corp. shall have the right at any time after the Lig. Date to deposit or deliver (as the case may be)
or cause to be deposited or delivered the total | Lig. Amt in respect of the | Ex. Shares represented by certificates that have not at
the Lig. Date been surrendered by the holders thereof in or to a custodial account with any chartered bank or trust company in
Canada. Upan such deposit or delivery being made, the rights of the holders of such | Ex. Shares shall be limited to receiving
their proportionate part of the total | Lig, Amt (in each case less any amounts withheld on account of tax required to be deducted
and withheld therefrom) for such | Ex. Shares, against presentation and surrender of the said certificates held by them,
respectively, in accordance with the foregoing provisions. Upen such delivery or deposit of the total | Lig. Amt, the holders of the
relevant | Ex. Shares shall thereafter be considered and deemed for all purposes to be holders of the Ex. Units delivered to them
or the custodian on their behalf. 13.4 After Corp. has satisfied its obligations to pay or otherwise deliver the holders of the | Ex.
Shares the | Lig. Amt per | Ex. Share pursuant to s. 13.2, such holders shall not be entitled to share in any further distribution of
the assets of Corp. (for clarity, the provisions of this s. 13.4 shall not preclude such holders from receiving proceeds in
connection with their ownership interests in Parent, if any). For greater certainty, the | Lig. Amt may only be satisfied through the
receipt of the Ex. Units and not through any other assets of Corp. ARTICLE 14 LIQUIDATION: ] EX. SHARES 14.1 Each] Ex. Share is
entitled to a preference over the Common Shares and any other shares ranking junior to the | Ex. Shares with respect to the
distribution of assets in the event of the liquidation, dissolution or winding-up of Carp. whether voluntary or involuntary, or any
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DOM_0071738593
other distribution of the assets of Corp. among its shareholders for the purpose of winding up its affairs. 14.2 In the event of the
liquidation, dissolution or winding-up of Corp. or any other distribution of the assets of Corp. among its shareholders for the
purpose of winding up its affairs, subject in all circumstances to the exercise by Parent of the Lig. Call Right, a helder of ) Ex.
Shares shall be entitled, subject to applicable law, to receive from the assets of Corp. in respect of each | Ex. Share held by such
holder on the Liq. Date of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of Corp.
among the holders of the Common Shares or any other shares ranking junior to the | Ex. Shares, an amount per share equal to
the FMV of an Ex. Unit on the last Business Day prior to the Lig. Date multiplied by the | Ex. Ratio ("| Lig. Amt"), which shall be
satisfied in full by Corp. causing to be delivered to such holder with respect to each | Ex. Share that number of Ex. Units equal to
the J Ex. Ratio, together with all declared and unpaid dividends on each such J Ex. Share held by such holder on any Div. Record
Date which occurred prior to the Lig. Date (but without duplication of any portions of the J Lig. Amt). 14.3 On or promptly after
the Lig. Date, Corp. shall cause to be delivered to the holders of the J Ex. Shares the | Liq. Amt for each such | Ex. Share upon
presentation and surrender of the certificates representing such J Ex. Shares (if any), together with such other documents and
instruments as may be required to effect a transfer of ] Ex. Shares under the OBCA and the articles of Corp. and such additional
documents and instruments as Corp. may reasonably require, at the registered office of Corp. Payment of the total | Lig. Amt for
such J Ex. Shares shall be made by delivering to each holder A Units and B Units comprising the applicable number of Ex. Units
(which units shall be free and clear of any lien, claim or encumbrance) and a cheque of Corp. payable at par at any branch of the
bankers of Corp., or wire transfer of immediately available funds, in respect of the remaining portion, if any, of the total | Lig. Amt
(in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the
Lig. Date, the holders of the J Ex. Shares shall cease to be holders of such ) Ex. Shares and shall not be entitled to exercise any of
the rights of holders in respect thereof, other than the right to receive their proportionate part of the total J Lig. Amt, unless
delivery of the total | Liq. Amt for such J Ex. Shares shall not be made upon presentation and surrender of share certificates in
accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total | Lig. Amt
has been delivered in the manner hereinbefore provided. Corp. shall have the right at any time after the Lig. Date to deposit or
deliver (as the case may be) or cause to be deposited or delivered the total J Lig. Amt in respect of the ] Ex. Shares represented by
certificates that have not at the Lig. Date been surrendered by the holders thereof in or to a custodial account with any chartered
bank or trust company in Canada. Upon such deposit or delivery being made, the rights of the halders of such J Ex. Shares shall
be limited to receiving their proportionate part of the total J Lig. Amt (in each case less any amounts withheld on account of tax
required to be deducted and withheld therefrom) for such | Ex. Shares, against presentation and surrender of the said
certificates held by them, respectively, in accordance with the foregoing provisions. Upon such delivery or deposit of the total |
Liq. Amt, the holders of the relevant ] Ex. Shares shall thereafter be considered and deemed for all purposes to be holders of the
Ex. Units delivered to them or the custodian on their behalf. 14.4 After Corp. has satisfied its obligations to pay or otherwise
deliver the holders of the | Ex. Shares the | Lig. Amt per | Ex. Share pursuant tos. 14.2, such holders shall not be entitled to share
in any further distribution of the assets of Corp. (for clarity, the provisions of this s. 14.4 shall not preclude such holders from
receiving proceeds in connection with their ownership interests in Parent, if any). For greater certainty, the J Lig. Amt may only be
satisfied through the receipt of the Ex. Units and not through any other assets of Corp. ARTICLE 15 RETRACTION OF EX. SHARES
15.1 Holders of Ex. Shares shall be entitled, at any time, subject to the exercise by Parent of the Ret. Call Right and otherwise
upon compliance with the provisions of this Art. 15, to require Corp. to redeem any or all of the Ex. Shares registered in the name
of such holder for an amount per share equal to the FMV of the corresponding Ex. Units as of the Ret. Date multiplied by the A
Ex. Ratio, D Ex. Ratio, F Ex. Ratio, H Ex. Ratio, | Ex. Ratio or | Ex. Ratio, as applicable (“Ret. Price”), which shall be satisfied in full by
Corp. causing to be delivered to such holder with respect to (A) each A Ex. Share, that number of Ex. Units equal to the A Ex. Ratio
for each such A Ex. Share presented and surrendered by the holder, (B) each D Ex. Share, that number of Ex, Units equal to the D
Ex. Ratio for each such D Ex. Share presented and surrendered by the holder, (C) each F Ex. Share, that number of Ex. Units equal
to the F Ex. Ratio for each such F Ex. Share presented and surrendered by the holder, (D) each H Ex. Share, that number of Ex.
Units equal to the H Ex. Ratio for each such H Ex. Share presented and surrendered by the holder (E) each | Ex. Share, that
number of Ex. Units equal to the | Ex. Ratio for each such | Ex. Share presented and surrendered by the holder, (F) each | Ex.
Share, that number of Ex. Units equal to the | Ex. Ratio for each such | Ex. Share presented and surrendered by the holder in each
case, together with, on the payment date therefor, all declared and unpaid dividends on any such Ex. Share held by such holder
on any Div. Record Date which occurred prior to the Ret. Date, To effect such redemption, the holder shall present and surrender
at the registered office of Corp. the certificate or certificates (if any) representing the Ex. Shares which the holder desires to have
Corp. redeem, together with such other documents and instruments as may be required to effect a transfer of such Ex, Shares
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BCA - Articles of Amendment - DOMINION VOTING SYSTEMS CORPORATION - OCN:1998653 ~ June 16, 2022
under the OBCA (or such other applicable corporations statute) and the articles of Corp. and such additional documents and
instruments as Corp. may reasonably require, and together with a duly executed statement in the form of Schedule A hereto (a
"Ret. Request”) or in such other form as may be acceptable to Corp.: (a) specifying that the holder desires to have all or any
number specified therein of the Ex. Shares represented by such certificate or certificates ("Ret. Shares”) redeemed by Corp.; (b)
stating the Business Day on which the holder desires to have Corp. redeem the Ret. Shares ("Ret. Date"); and (c) acknowledging
the overriding right of Parent in all circumstances to purchase some or all of the Ret. Shares directly from the holder (“Ret. Call
Right") and that the Ret. Request shall be deemed to be a revocable offer by the holder to sell the Ret. Shares to Parent, as
applicable, in accordance with the Ret. Call Right on the terms and conditions set out in s. 15.3. 15.2 Subject in all circumstances
to the exercise by Parent of the Ret, Call Right, upon receipt by Corp. in the manner specified in s. 15.1 of a certificate or
certificates representing the number of Ex. Shares which the holder desires to have Corp. redeem, together with a Ret. Request,
Corp. shall redeem the Ret, Shares effective on the Ret, Date and shall cause to be delivered to such holder the total Ret. Price
with respect to such shares, provided that all declared and unpaid dividends for which the record date has occurred prior to the
Ret. Date shall be paid on the payment date for such dividends. If only a part of the Ex. Shares represented by any certificate are
redeemed (or purchased by Parent pursuant to the Ret. Call Right), a new certificate for the balance of such Ex. Shares shall be
issued to the holder at the expense of Corp. 15.3 Upon receipt by Corp. of a Ret. Request, Corp. shall immediately notify Parent
thereof. In order to exercise the Ret. Call Right, Parent must notify Corp. of its determination to do so ("Call Notice”) within five
Business Days of notification to Parent by Corp. of the receipt by Corp. of the Ret. Request. If Parent does not so notify Corp.
within such five Business Day period, Corp. will notify the holder as soon as possible, but no later than two Business Days,
thereafter that Parent will not exercise the Ret. Call Right. If Parent delivers the Call Notice within such five Business Day period,
the Ret. Request shall thereupon be considered only to be an offer by the holder to sell the Ret. Shares to Parent in accordance
with the Ret. Call Right. In such event, Corp. shall not redeem the Ret. Shares and Parent shall purchase from such holder and
such holder shall sell to Parent on the Ret. Date the Ret. Shares for a purchase price (“Price”) per share equal to the Ret. Price per
share, plus, on the designated payment date therefor, to the extent not paid by Corp. on the designated payment date therefor,
an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Retracted Share held by
such holder on any Div. Record Date which occurred prior to the Ret, Date (“Div. Amount”). For the purposes of completing a
purchase pursuant to its Ret, Call Right, Parent shall comply with s. 15.4. Provided that Parent has complied with s. 15.4, the
closing of the purchase and sale of the Ret. Shares pursuant to the Ret. Call Right shall be deemed to have occurred, in the
determination of the Board, as at the close of business on the Ret. Date (such applicable date and time, the “Retraction Closing")
and, for greater certainty, no redemption by Corp. of such Ret. Shares shall take place on the Ret. Date, In the event that Parent
does not deliver a Call Notice within such five Business Day period, Corp. shall redeem the Ret. Shares on the Ret. Date and in
the manner otherwise contemplated in this Art. 15. 15.4 Corp. or Parent, as the case may be, shall deliver (or cause to be
delivered) to the holder of the Ret. Shares, at the address of the holder recorded in the securities register of Corp. or at the
address specified in the holder's Ret. Request or by holding for pick-up by the holder at the registered office of Corp., certificates
or other evidence of ownership with respect to A Units and B Units comprising the applicable number of Ex. Units (which A Units
and B Units shall be free and clear of any lien, claim or encumbrance) registered in the name of the holder or in such other name
as the holder may request (subject to any restrictions provided in the LLC Agmt), and, if applicable and on or before the payment
date therefor, a cheque payable at par at any branch of the bankers of Corp. or Parent, or a wire transfer of immediately
available funds, representing the aggregate Div. Amount in payment of the total Ret. Price or the total Price, as the case may be,
in each case, less any amounts withheld on account of tax required to be deducted and withheld therefrom, and such delivery of
such certificates or other evidence of ownership and cheques, or wire transfers, on behalfof Corp. or Parent, as the case may be,
shall be deemed to be payment of and shall satisfy and discharge all liability for the total Ret. Price or total Price, as the case may
be. 15.5 On and after the Ret. Date or Retraction Closing (as the case may be), the holder of the Ret. Shares shall cease to be a
holder of such Ret, Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the
right to receive its proportionate part of the total Ret. Price or total Price, as the case may be, unless upon presentation and
surrender of certificates in accordance with the foregoing provisions, delivery of the total Ret. Price or the total Price, as the case
may be, shall not be made as provided in s. 15.4, in which case the rights of such holder shall remain unaffected until the total
Ret. Price or the total Price, as the case may be, has been delivered in the manner hereinbefore provided. On and after the close
of business on the Ret. Date or the Retraction Closing (as the case may be), provided that presentation and surrender of
certificates and delivery of the total Ret. Price or the total Price, as the case may be, has been made in accordarice with the
foregoing provisions, the holder of the Ret, Shares so redeemed by Corp. or purchased by Parent shall thereafter be considered
VV. Quimdanutle-0)
Director/Rezgistrar, Ministry of Government and Consumer Services Page 14 of 18
DOM_0071738595
and deemed for all purposes to be a holder of any A Units and B Units comprising the applicable number of Ex. Units delivered
to it. 15.6 Notwithstanding any other provision of this Art. 15, Corp. shall not be obligated to redeem Ret. Shares specified by a
holder in a Ret. Request to the extent that such redemption of Ret. Shares would be contrary to solvency requirements or other
provisions of applicable law. If Corp. believes that on any Ret. Date it would not be permitted by any of such provisions to
redeem the Ret. Shares tendered for redemption on such date, and provided that Parent shall not have exercised the Ret, Call
Right with respect to the Ret. Shares, Corp. shall only be obligated to redeem Ret. Shares specified by a holder in a Ret. Request
to the extent of the maximum number that may be so redeemed (rounded down to a whole number of shares) as would not be
contrary to such provisions and shall notify the holder at least two Business Days pricr to the Ret. Date as to the number of Ret.
Shares which will not be redeemed by Corp. In any case in which redemption by Corp. of Ret. Shares would be contrary to
solvency requirements or other provisions of applicable law, Corp. shall redeem the maximum number of Ex. Shares which the
Board determines Corp. Is, on the Ret. Date, permitted to redeem, which shall be selected as nearly as may be pro rata
(disregarding fractions) in proportion to the total number of Ex. Shares tendered for retraction by each holder thereof and Corp.
shall issue to each holder of Ret. Shares a new certificate, at the expense of Corp., representing the Ret. Shares not redeemed by
Corp. pursuant to s. 15.2. ARTICLE 16 REDEMPTION OF EX. SHARES 16.1 Subject to applicable law, and provided Parent has not
exercised the Red. Call Right, Corp. shall on any Red. Date redeem all, but not less than all, of the then outstanding Ex. Shares for
an amount per share equal to FMV of the corresponding Ex. Unit on the last Business Day prior to the Red. Date multiplied by
the A Ex. Ratio, D Ex. Ratio, F Ex. Ratio, H Ex. Ratio, | Ex, Ratio or J Ex. Ratio, as applicable ("Red. Price”), which shall be satisfied in
full by Corp. causing to be delivered to such holder, with respect to each Ex. Share held by such holder, that number of Ex. Units
equal to the A Ex. Ratio, the D Ex. Ratio, the F Ex. Ratio, the H Ex. Ratio, the | Ex. Ratio or the | Ex. Ratio, as applicable, together
with, on the payment date therefor, all declared and unpaid dividends on any such Ex. Share held by such holder on any Div.
Record Date which occurred prior to the Red. Date. 16.2 In any case of a redemption of Ex. Shares under this Art. 16, Carp. shall,
not less than five and no more than 60 days before the Red. Date (other than a Red. Date in relation to a Liq. Event), send or
cause to be sent to each holder of such Ex. Shares a notice in writing of the redemption by Corp. or the purchase by Parent
under the Red. Call Right, as the case may be, of such Ex. Shares held by such holder. In the case of a Red. Date established in
connection with a Lig. Event, the written notice of redemption by Corp. or the purchase by Parent under the Red. Call Right will
be sent on or before the Red. Date, on as many days prior written notice as may be determined by the Board to be reasonably
practicable in the circumstances. In any such case, such notice shall set out the Red. Price or the Red. Call Price (or the Board’
good faith estimate thereof), as the case may be, the Red. Date and, if applicable, particulars of the Red. Call Right. 16.3 On or
after the Red. Date and subject to the exercise by Parent of the Red. Call Right, Corp. shall cause to be delivered to the holders of
the Ex. Shares to be redeemed the Red. Price for each such Ex, Share, together with the full amount of all declared and unpaid
dividends on each such Ex. Share held by such holder on any Div. Record Date which occurred prior to the Red. Date, upon
presentation and surrender at the registered office of Corp., together with such other documents and instruments as may be
required to effect a transfer of Ex. Shares under the OBCA (or such other applicable corporations statute} and the articles of
Corp. and such additional documents and instruments as Corp. may reasonably require. Delivery of the total Red. Price for such
Ex. Shares, together with payment of any such dividends, shall be made by delivery to each holder, at the address of the holder
recorded in the securities register of Corp. or by holding for pick-up by the holder at the registered office of Corp., of certificates
or other evidence of ownership representing A Units and B Units comprising the applicable number of Ex. Units (which units shall
be free and clear of any lien, claim or encumbrance) and, if applicable, a cheque of Corp. payable at par at any branch of the
bankers of Corp., or wire transfer of immediately available funds, in payment of any such dividends, in each case, less any
amounts withheld on account of tax required to be deducted and withheld therefrom. On and after the Red. Date, the holders of
the Ex. Shares called for redemption shall cease to be holders of such Ex. Shares and shall not be entitled to exercise any of the
rights of holders in respect thereof other than the right to receive their proportionate part of the aggregate Red. Price and any
such dividends, unless payment of the aggregate Red. Price and any such dividends for such Ex. Shares shall not be made upon
presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders
shall remain unaffected until the aggregate Red. Price and any such dividends have been satisfied in the manner hereinbefore
provided. Corp. shall have the right at any time after the sending of notice of its intention to redeem the Ex. Shares as aforesaid
to deliver or deposit, as the case may be, or cause to be delivered or deposited the aggregate Red, Price for and the full amount
of such dividends on the Ex. Shares so called for redemption to or in a custodial account with any chartered bank or trust
company in Canada named in such notice, less any amounts withheld on account of tax required to be deducted and withheld
therefrom. Upon the later of such deposit being made and the Red. Date, the Ex, Shares shall be redeemed and the rights of the
VV. Quimfanule-0)
DOM_0071738596
holders thereof after such deposit or Red. Date, as the case may be, shall be limited to receiving their proportionate part of the
aggregate Red. Price and such dividends for such Ex, Shares so deposited, against presentation and surrender of the said
certificates held by them respectively, in accordance with the foregoing provisions. Upon such delivery or deposit of the
aggregate Red. Price and the full amount of such dividends, the holders of the Ex. Shares shall thereafter he considered and
deemed for all purposes to be holders of any Ex. Units delivered to them or the custodian on their behalf. ARTICLE 17 VOTING
17.1 Except as required by applicable law and by Art. 18, holders of Ex. Shares shall not be entitled to receive notice of or to
attend any meeting of the shareholders of Corp. or to vote at any such meeting. 17.2 Subject to Art. 18 below, holders of Ex.
Shares are not entitled to vote separately as a class or dissent upon a proposal to amend the articles of Corp. to: (i) increase or
decrease any maximum number of authorized shares of any class other than Ex. Shares or increase any maximum number of
authorized shares of any class or series having rights or privileges equal or superior to Ex. Shares; (ii) effect an exchange,
reclassification or cancellation of shares of any class other than Ex, Shares; or (iii) create a new class or series of shares equal or
superior to Ex. Shares; provided that, Corp. shall not, by any such amendment, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed as set out herein. ARTICLE 18 AMENDMENT 18.1 The Rights
attaching to the A Ex. Shares may be Changed only with approval of A Maj. 18.2 The Rights attaching to the D Ex. Shares may be
Changed only with approval of D Maj. 18.3 The Rights attaching to the F Ex, Shares may be Changed only with approval of F Maj.
18.4 The Rights attaching to the H Ex. Shares may be Changed only with approval of H Maj. 18.5 The Rights attaching to the | Ex.
Shares may be Changed only with approval of | Maj. 18.6 The Rights attaching to the | Ex. Shares may be Changed only with
approval of | Maj. 18.7 Any approval given by holders of Ex. Shares to add to, change or remove any Rights attaching to such Ex.
Shares or any other matter requiring the approval or consent of holders of such Ex. Shares at law shall be deemed to have been
sufficiently given if it shall have been given in accordance with applicable law and the by-laws of Corp. 18.8 Each holder of Ex,
Shares acknowledges that the Ex. Shares are intended to confer the same economic rights and benefits as the corresponding A
Units and B Units comprising the Ex. Units (but without actually holding such A Units and B Units), and all terms and provisions
herein shall be interpreted to give effect to such intention. Notwithstanding anything herein to the contrary, if it is reasonably
determined by the Board in good faith, based on the opinion of counsel to Corp, that it is necessary to make certain changes,
modifications or amendments to the Rights attaching to the Ex. Shares to reflect such intentions, then the holders of Ex. Shares
shall cooperate in good faith with Corp. to implement such changes, modifications or amendments. ARTICLE 19 ACTIONS UNDER
ES AGMT 19.1 Corp. shall take all actions and do all things as shall be necessary or advisable to perform and comply with and to
ensure performance and compliance by Corp. with all provisions of the ES Agmt including, without limitation, taking all actions
and doing all things as shall be necessary or advisable to enforce to the fullest extent possible for the direct benefit of Corp. all
rights and benefits in favour of Corp. under or pursuant to the ES Agmt. 19.2 The Board shall determine, in good faith, economic
equivalence for purposes of these articles in accordance with the ES Agmt and each such determination shall be conclusive and
binding on Corp. and its shareholders. ARTICLE 20 LEGEND; CALL RIGHTS; WITHHOLDING RIGHTS 20.1 Certificates evidencing Ex.
Shares shall contain or have affixed thereto a legend, in form and on terms approved by the Board, with respect to the ES Agmt
and any restrictions of applicable securities laws. 20.2 Each holder of an Ex. Share, whether of record or beneficial, by virtue of
becoming and being such a holder shall be deemed to acknowledge each of the Lig. Call Right, the Ret. Call Right and the Red.
Call Right, in each case, in favour of Parent, and the overriding nature thereof in connection with the liquidation, dissolution or
winding-up of Corp. or the retraction or redemption of Ex, Shares, as the case may be, and to be bound thereby in favour of
Parent as therein provided, including without limitation, the entitlement of Parent to deduct and withhold amounts in
accordance with s. 20.3, if any. 20.3 Parent and Corp. shall be entitled to deduct and withhold from consideration otherwise
payable to holders of Ex. Shares pursuant to this Part such amounts as Parent or Corp. is required to deduct and withhold with
respect to such payment under the Tax Act or any provision of state, provincial, local or foreign tax law. To the extent that
amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to such holder in
respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the
appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any
payment to such holder exceeds the cash portion of the consideration otherwise payable to such holder, Parent and Corp. are
hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to
Parent or Corp., as the case may be, to enable it to comply with such deduction or withholding requirement and Parent or Corp.
shall give an accounting to such holder with respect thereto and any balance of such proceeds of sale. ARTICLE 21 NOTICES 21.1
Any notice, request or other communication shall be in writing and shall be valid and effective if given to: (a) Corp. by a holder of
Ex, Shares in accordance with the by-laws of Corp. (b) Parent by a holder of Ex. Shares in accordance with the LLC Agmt. (c) a
V. Quindonukle-W)
Directar/Reglstrar, Ministry of Government and Consumer Serdces Page 16 0f 18
DOM_0071738597
holder of Ex. Shares by or on behalf of Corp. in accordance with the by-laws of Corp. 21.2 Any presentation and surrender by a
holder of Ex, Shares to Corp. of certificates representing Ex. Shares in connection with the liquidation, dissolution or winding-up
of Carp. or the retraction or redemption of Ex. Shares shall be made by ordinary mail (postage prepaid) or by delivery to the
registered office of Corp. addressed to the attention of the President of Corp. Any such presentation and surrender of
certificates shall only be deemed to have been made and be effective upon receipt thereof by Corp. Any presentation and
surrender of certificates made by ordinary mail shall be at sole risk of holder mailing same. SCHEDULE A NOTICE OF
RETRACTION To: Dominion Voting Systems Corporation ("Corp.”) and SSC Dominion Holdings, LLC (“Parent”). This notice is given
pursuant to ARTICLE 15 of the Rights (“Share Terms") attaching to the Ex. Shares of Corp. represented by this certificate and all
capitalized words and expressions used in this notice that are defined in the Share Terms have the meanings ascribed to such
words and expressions in such Share Terms. The undersigned (“Holder”) hereby notifies Corp. that, subject in all circumstances
ta the Ret. Call Right referred to below, Holder desires to have Corp, redeem in accordance with ARTICLE 15 of the Share Terms.
0 all share(s) represented by this certificate; or 0 share(s) only. Holder acknowledges the overriding Ret. Call Right of Parent to
purchase all or some of the Ret, Shares from Holder and that this notice is and shall be deemed to be a revocable offer by Holder
to sell the Ret. Shares to Parent in accordance with the Ret. Call Right on the Ret, Date for the Price and on the other terms and
conditions set out in s. 15.3 of the Share Terms. Holder acknowledges that this notice of retraction, and this offer to sell the Ret,
Shares to Parent is irrevocable. Holder hereby represents and warrants to Parent and Corp. that Holder has good title to, and
owns, the share(s) represented by this certificate to be acquired by Parent or Corp, as the case may be, free and clear of all liens,
claims and encumbrances. (Date) (Signature) (Witness) 0 Please check box if the securities, debt instruments and any cheque(s),
as applicable, resulting from the retraction or purchase of the Ret. Shares are to be held for pick-up by the shareholder from
Corp., failing which the securities, debt instruments and any cheque(s) will be mailed to the last address of the shareholder as it
appears on the register. NOTE: This panel must be completed and this certificate, together with such additional documents as
Corp. may require, must be deposited with Corp. The securities, debt instruments, and any cheque(s) (“Security”) resulting from
the retraction or purchase of the Ret. Shares will be issued and registered in, or made payable to, as the case may be, the name
of the shareholder as it appears on the register of Corp. and the Security resulting from such retraction or purchase will be
delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed.
Name of Person in Whose Name Security are to be Registered (please print)
Signature City, Province and Postal Code Signature Witness NOTE: If this notice is for less than all of the shares represented by
this certificate, a certificate representing the remaining share(s) of Corp. will be issued and registered in the name of the
shareholder as it appears on the register of Corp., unless the Share Transfer Power on the share certificate is duly completed in
respect of such share(s)
D. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows, If none, enter
"None:
Not amended
E. Other provisions:
Not amended
4, The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business
Corporations Act,
V. Quindonukle-W)
Director/Reglstrar, Ministry of Government and Consumer Services Page 1/ of 18
DOM_0071738598
5. The resolution authorizing the amendment was approved by the sharehalders/directars (as applicable) of the corporation
on:
June 16, 2022
The articles have been properly executed by the required person(s).
V. QuimfenutlsW)
DOM_0071738599

Fox Dominion Lawsuit Exhibits 325-327 (Redacted)

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Fox Dominion Lawsuit Exhibits 325-327 (Redacted)

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Exhibit 325

DOMINION VOTING SYSTEMS LIMITED

JOHN POULOS, as Vendors’ Representative

SHARE PURCHASE AGREEMENT

July 12, 2018

ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION .___....................2

ARTICLE 3 PURCHASE PRICE 0000: ccontvse cssnassrsrressasssrssssssesssssansresssasssssassstasssessssspapeossasssnsocy

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE VENDORS ................... 23

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY ..................25

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE HOLDCO

ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER ............... 49

ARTICLE 8 CONDITIONS IN FAVOUR OF THE PURCHASER... 51

ARTICLE 9 CONDITIONS IN FAVOUR OF THE VENDORS............... SRT 0 PEE.

ARTICLE 11 TERMINATION. ......coiiiiiiiiiieoe eee eee seen 03

ARTICLE 12 SURVIVAL AND INDEMNIFICATION... 64

DOMINION VOTING SYSTEMS LIMITED, a corporation

EACH OF THE SHAREHOLDERS OF THE COMPANY

EACH OF THE HOLDCO VENDORS LISTED ON

JOHN POULOS, as Vendors’ Representative,

CA Dominion, Inc., a corporation governed by the laws of the

THEREFORE, the Parties agree as follows!

“Assessment” has the meaning given in Section 10.7.

“Benefit Plans” means employee benefit or compensation plans, arrangements,

“Claims” means claims, demands, complaints, grievances, actions, applications, suits,

“Claim Notice” has the meaning given in Section 12 4(a).

“Closing Payment” has the meaning given in Section 3.3(a)(i).

“Collective Agreements” means the collective agreements, labour contracts, letters of

“Company Systems” means the Software, hardware, electronic data processing,

“Company Trade Secrets” has the meaning given in Section 5.11(f).

“Confidential Information” means (A) all information of the Company of a confidential

“Confidentiality Agreement” means the confidentiality agreement dated October 25,

“Contracts” means contracts, licences, leases, agreements, obligations, promises,

“D&O Tail Policy” has the meaning given in Section 10.8(d).

“Deductible” has the meaning given in Section 12 2(c)(v).

“Directors and Officers” has the meaning given in Section 10.8(b).

“Dispute Deadline” has the meaning given in Section 12 4(b).

“Dispute Notice” has the meaning given in Section 12.4(b).

“DVSC” means Dominion Voting Systems Corporation, a corporation governed by the

“Employees” means individuals employed by the Company or any of the Subsidiaries on

“Environment” means the environment or natural environment, as defined in any

“Environmental Laws” means Laws relating to pollution or the protection of the

“Escrow Agent” means the Laurel Hill Advisory Group.

“ETA” means the lxcise Tax Aci (Canada).

“Fundamental Representations” means each of the representations and warranties

“GAAP” means Accounting Standards for Private Enterprises as defined by the

“Governmental Authorities” means governments, regulatory authorities, governmental

(b) exercising, or entitled or purporting to exercise, any administrative, executive,

“Governmental Authorizations” means authorizations, approvals, licences or permits

“GST/HST™ has the meaning given in Section 5.21(n).

“Hazardous Substances” means pollutants, contaminants, wastes of any nature,

“Holdco Original Dividend” has the meaning given in Section 10.7(e).

“Indemnified Party” has the meaning given in Section 12.4(a).

“Indemnifying Party” has the meaning given in Section 12.4(a).

“Indemnity Escrow Amount” means $432,500

“Insider” means an officer, director, manager, equityholder, employee or Affiliate of the

“Interim Financial Statements” means (i) the unaudited consolidated financial

“Laws” means applicable statutes, by-laws, rules, regulations, Orders, ordinances or

“Limited Liability Company Agreement” means the limited liability company

“Malicious Code” has the meaning given in Section 5.11(h).

(a) any change in global, national or regional political conditions,

(b) any change in economic or market conditions or in national or global financial or

(d) war, act of terrorism, civil unrest or similar event;

(e) any tornado, hurricane, earthquake, flood or other natural disaster,