Form 20-F Very Good Food Co Inc. For: Dec 31

Exhibit 2.1

ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS#
Number
ZQ00000000
THE VERY GOOD FOOD C.
Shares
* * 000000 ******************
* * * 000000 ***************** ****
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000000 *************** ******
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INCORPORATED UNDER THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT
THIS CERTIFIES THAT
** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. MR. Alexander David SAMPLE Sample **** Mr. Alexander David &Sample MRS. **** Mr. Alexander SAMPLE David Sample **** Mr. Alexander & David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander MR. David Sample SAMPLE **** Mr. Alexander David Sample **** &Mr. Alexander MRS. David Sample SAMPLE **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample
CUSIP 88340B109 ISIN CA88340B1094
SEE REVERSE FOR CERTAIN DEFINITIONS
IS THE REGISTERED HOLDER OF
**000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**Shares****0 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**Shares****00 ***ZERO HUNDRED THOUSAND 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**Shares****000 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**Shares****0000 00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**Shares****00000 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**Shares****000000
ZERO HUNDRED AND ZERO*** **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**Shares****000000**S
FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF
The Very Good Food Company Inc.
in the Authorized share structure of the above named Company subject to the Articles of the Company transferable on the Central Securities Register of the Company by the registered holder in person or by attorney duly authorized in writing upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
IN WITNESS WHEREOF the Company has caused this certificate to be signed on its behalf by the facsimile signatures of its duly authorized officers, at Vancouver, British Columbia.
Dated: DD-MMM-YYYY
COUNTERSIGNED AND REGISTERED     COUNTERSIGNED AND REGISTERED
Chief Executive Officer    COMPUTERSHARE TRUST COMPANY, N.A. COMPUTERSHARE INVESTOR SERVICES INC.
(CANTON, MA, JERSEY CITY, NJ AND    OR (VANCOUVER) (TORONTO)
LOUISVILLE, KY)     TRANSFER AGENT AND REGISTRAR
TRANSFER AGENT AND REGISTRAR    
Chief Research and    By By
Development Officer    Authorized Officer Authorized Officer
The shares represented by this certificate are transferable at the offices of Computershare Investor Services Inc. in Vancouver, BC and Toronto, ON or at the offices of Computershare Trust Company, N.A. in Canton, MA, Jersey City, NJ and Louisville, KY.
SECURITY INSTRICTIONS ON REVERSE

Exhibit 2.2

DESCRIPTION OF SECURITIES

REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of December 31, 2021, The Very Good Food Company Inc. (“we”, “us”, “our”, or the “Company”) had the following securities registered pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”):

In October 2021, the Common Shares were registered under Section 12(b) of the Exchange Act and were approved for listing for trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbol “VGFC”. The Common Shares are also traded on the TSX Venture Exchange under the trading symbol VERY.V, as well as on the Frankfurt Stock Exchange under the trading symbol OSI.

The following description sets forth certain general terms and provisions of the Common Shares. For additional information, you should read our articles of incorporation (“Articles”), which are available electronically on the website of the SEC at www.sec.gov as exhibit 1.1 to our Annual Report on Form 20-F for the year ended December 31, 2021 (the “Annual Report”). Capitalized terms used but not defined herein have the meanings given to them in the Annual Report.

Description of Our Common Shares

The Company is authorized to issue an unlimited number of Common Shares. As of December 31, 2021, there were 118,498,464 Common Shares issued and outstanding. Each Common Share carries the right to one vote. Holders of Common Shares are entitled to receive any dividends declared by the board of directors of the Corporation in respect of the Common Shares. In the event of the liquidation, dissolution or winding-up of the Corporation, holders of Common Shares are also entitled to receive, on a pro rata basis, the remaining property and assets of the Corporation available for distribution after payment of all its liabilities.

Description of Our Articles

Set out below is a description of our Articles and of the applicable provisions of the British Columbia Business Corporation Act (“BCBCA”) (as currently in effect) related to our Articles.

Incorporation

The Very Good Food Company Inc. is organized under the BCBCA. The Company’s British Columbia incorporation number is BC1101780.

Objects and Purposes of our Company

Our Articles do not contain and are not required to contain a description of our objects and purposes. There is no restriction contained in our Articles of the business that we may carry on.

Voting on Certain Proposal, Arrangement, Contract or Compensation by Directors

Our Articles restrict our directors’ power to vote on a proposal, arrangement, or contract in which the directors are materially interested, but do not restrict our directors’ power to: (a) to vote with regard to compensation payable to themselves or any other members of their body in the absence of an independent quorum; or (b) borrow money. Additionally, a director is not required to hold a share in our capital as qualification for his or her office but must be qualified as required by the BCBCA to become, act or continue to act as a director.

Share Rights

The holders of the Common Shares are entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Company and to one vote in respect of each Common Share held at such meetings. Shareholders are also able to change the date of the annual general meeting by way of unanimous resolution. Dividends are subject to the rights if any, of shareholder holding shares with special rights as to dividends.

Procedures to Change the Rights of Shareholders

The rights, privileges, restrictions and conditions attaching to the Common Shares are contained in our Articles and such rights, privileges, restrictions and conditions may be changed by amending our Articles which can be done by either shareholders or directors.

The Articles may be amended by the shareholders to change the authorized share structure of the Company where applicable to (i) create one or more classes of shares; (ii) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares; (iii) if the Company is authorized to issue shares of a class of shares with par value, (a) subject to section 74 of the BCBCA, decrease the par value of those shares; (b) increase the par value of those shares if none of the shares of that class of shares are allotted or issued; or (iv) change all or any of its unissued, or fully paid, shares with par value into shares without par value; (v) change all or any of its unissued shares without par value into shares with par value; (vi) eliminate any class or series of shares if none of the shares of that class or series of shares are allotted or issued (vii) alter the identifying name of any of its shares (viii) establish a maximum number of shares that the Company is authorized to issue out of any class or series for which no maximum is established; or (ix) otherwise alter its authorized share structure when required or permitted to do so by the BCBCA. Shareholders may amend the Articles to (i) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or (ii) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued as long as the affected class of shares consents by way of a separate resolution of those shareholders.

The Articles may be amended by the directors to change the authorized share structure of the Company where applicable to (i) create one or more series of shares and if no such shares of such a series are issued, to also attach special rights and restrictions to such series or to alter any such special rights and restrictions; (ii) subdivide all or any or its unissued, or fully paid issued, shares with par value into shares of small par value; (iii) subdivide all or any of its unissued, or fully paid issued, shares without par value; (iv) consolidate all or any of its unissued or fully paid issued, shares with par value into shares of larger par value; or (v) consolidate all or any of its unissued, or fully paid issued, shares without par value.

Meetings

Each director holds office until our next annual general meeting or until his or her office is earlier vacated in accordance with the provisions of the BCBCA. A director appointed or elected to fill a vacancy on our Board also holds office until our next annual general meeting.

Annual meetings of our shareholders must be held at such time in each year not more than fifteen (15) months after the last annual meeting, as the Board may determine. Pursuant to our Articles, notice of the time and place of a meeting of shareholders must be sent not less than twenty-one (21) days before the meeting so long as the Company is a public Company, otherwise, 10 days.

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders. This person is not considered part of the quorum or entitled to vote at the meeting, unless that person is a shareholder or proxy holder entitled to vote at the meeting.

Under our Articles, the quorum for the transaction of business at a meeting of our shareholders is one person present and entitled to vote at the meeting that holds hold at least five (5) percent of the issued shares entitled to be voted at the meeting. The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the vote cast on the resolution.

Shareholder Proposals and Advance Notice Procedures

Under the BCBCA, qualified shareholders holding at least one percent (1%) of our issued voting shares may make proposals for matters to be considered at the annual general meeting of shareholders. Such proposals must be sent to us in advance of any proposed meeting by delivering a timely written notice in proper form to our registered office in accordance with the requirements of the BCBCA. The notice must include information on the business the shareholder intends to bring before the meeting. To be a qualified shareholder, a shareholder must currently be and have been a registered or beneficial owner of at least one share of the Company for at least two years before the date of signing the proposal.

Limitations on Ownership of Securities

Except as provided in the Investment Canada Act (Canada) (See Market for Common Shares – Exchange Controls located in exhibit 99.1 of the Annual Report), there are no limitations specific to the rights of non-Canadians to hold or vote the Common Shares under the laws of Canada or British Columbia, or in our Articles.

Change in Control

There are no provisions in our Articles that would have the effect of delaying, deferring or preventing a change in control of us, and that would operate only with respect to a merger, acquisition or corporate restructuring involving us or any of our subsidiaries.

Ownership Threshold

Our Articles do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed. Securities legislation in Canada requires that we disclose in our management information circular for our annual meeting and certain other disclosure documents filed by us under such legislation, holders who beneficially own more than ten (10) percent of our issued and outstanding Common Shares.

Exhibit 4.1

[***] = CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED AND/OR IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

INDUSTRIAL LEASE

TABLE OF CONTENTS

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INDUSTRIAL LEASE

THIS LEASE dated for reference November 10, 2020 is made and entered into by the Landlord and the Tenant named herein who, in consideration of the rents and covenants herein contained, agree as follows:

ARTICLE 1

BASIC TERMS, DEFINITIONS AND INTERPRETATION

1.1 Basic Terms.

The basic terms of this Lease are as follows:

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The foregoing Basic Terms are agreed to by the parties and each reference in this Lease to any of the Basic Terms will be construed to include the foregoing provisions and all of the additional applicable sections of this Lease where such Basic Terms are more fully set forth.

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1.2 Definitions.

The Landlord and the Tenant agree that, in this Lease, the words or phrases set out in Schedule B will, unless there is something in the context inconsistent therewith, have the meanings set out in Schedule B.

1.3 Schedules.

The schedules attached to this Lease are incorporated into and form an integral part of this Lease and are as follows:

Schedule A - Plan of Premises

Schedule B - Definitions

Schedule C - Special Provisions

Schedule D - Rules and Regulations

ARTICLE 2

DEMISE AND TERM

2.1 Demise.

The Landlord hereby leases the Premises to the Tenant and the Tenant leases the Premises from the Landlord, subject to the terms and conditions set out in this Lease, for the Term. The Tenant acknowledges that it is leasing the Premises from the Landlord on an “as is” basis, and that the Landlord will not be required to perform any work or provide any materials or services in respect of the Premises whatsoever except as expressly provided herein. The Landlord represents and warrants to the Tenant that it is the Beneficial Owner of the Land on behalf of the bare trustee who holds legal title to the Land. The bare trustee has full knowledge of the terms of this Lease and has directed the Landlord to enter into this Lease. The Lease Premises area will be subject to re-measurement by the Landlord’s surveyor to the BOMA Industrial standard within one (1) year of the Commencement Date. The Leasable area and Tenant’s Proportionate Share will be adjusted based on this re-measurement retroactively back to the Commencement Date. Notwithstanding the foregoing in no event shall the Tenant be responsible for any increases to the Rentable Areas in excess of five (5%) percent of the 33,907 sq. ft. for Rupert I and 11,964 sq. ft. for Rupert II.

ARTICLE 3

RENT AND OTHER PAYMENTS

3.1 Annual Basic Rent and Additional Rent.

Commencing on the Commencement Date, the Tenant will pay to the Landlord or as the Landlord may in writing direct, in lawful money of Canada without any abatement, set-off, compensation or deduction whatsoever, the aggregate of:

Rent will be payable at the Landlord’s address specified in Section 1.1(a)(ii) or at such other place as the Landlord may from time to time direct in writing. The Landlord may, at its option, apply all sums received from or due to the Tenant against any amounts due and payable under this Lease in such manner as the Landlord sees fit.

3.2 Operating Costs and Taxes.

Additional Rent (including, without limitation, Operating Costs and Taxes) payable by the Tenant will be estimated by the Landlord for such period as is designated by the Landlord from time to time. Subject to Section 9.5, the Tenant will pay the Landlord the estimated amount in monthly instalments in advance on the first day of each calendar month during the designated period. Within a reasonable period of time following the designated period the Landlord will furnish to the Tenant a statement setting out the Operating Costs and Taxes for such period and the Tenant’s Proportionate Share thereof. If the amount payable by the Tenant as shown on any such statement is greater or less than the aggregate of amounts paid by the Tenant under this Section 3.2, the proper adjusting credit or payment will be made between the parties within 14 days after delivery of the statement. Any credit made by the Landlord or payment made by the Tenant and accepted by the Landlord in respect of any adjustment made hereunder, will be without prejudice to the Landlord’s or Tenant’s right to claim a readjustment provided such claim is made within 12 months from the date of delivery of the statement referred to in this Section 3.2. Notwithstanding the foregoing, whenever in the Landlord’s reasonable opinion, any item of Operating Costs or Taxes properly applies to a particular tenant within the Complex, the Landlord may allocate

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such item of Operating Costs or Taxes to such tenant. The Tenant will pay any amount so allocated by the Landlord to the Tenant upon demand.

3.3 Tenant’s Taxes.

The Tenant will promptly pay the Tenant’s Taxes as they become due. The Tenant will provide to the Landlord, upon request, the official receipt for each payment made by the Tenant in respect of the Tenant’s Taxes.

3.4 Utilities.

The Tenant will pay promptly for all electricity, gas, other fuel, water, telephone and other utilities consumed on the Premises as separately billed by the supplying utility to the Tenant. All utilities will be separately metered wherever possible.

3.5 Post-Dated Cheques or Pre-Authorized Withdrawal.

The Tenant will provide the Landlord with a series of 12 post-dated cheques for monthly Annual Basic Rent and Additional Rent on the Commencement Date and on each yearly anniversary thereafter during the Term and any extension or renewal thereof. If requested by the Landlord, the Tenant will instead supply the Landlord with an automatic debiting authorization by which payments in respect of the monthly instalments due under this Lease are automatically deducted from the Tenant’s bank account and credited to the Landlord’s bank account.

3.6 Irregular Periods.

If, for any reason, it becomes necessary to calculate Annual Basic Rent or Additional Rent for irregular periods, an appropriate pro rata adjustment will be made on a daily basis in order to compute such rent for such irregular periods, unless otherwise expressly set out in this Lease.

3.7 Deposit.

The Landlord acknowledges receipt from the Tenant of a deposit of the amount set out in Section 1.1(g), which a portion is to be applied to the 1st month’s basic and additional rent due and the balance is to be held as security for the due and proper performance by the Tenant of all of the terms, covenants and conditions of this Lease, including the payment of all Rent due hereunder. At the expiration of the Term, any portion of the Deposit that remains outstanding and unapplied by the Landlord shall be repaid by the Landlord to the Tenant within 60 days of the expiration of the Term. Notwithstanding the foregoing, if the Tenant fails to execute and deliver this Lease within 10 days of receipt from the Landlord or fails to take possession of the Premises by the Commencement Date, the Landlord may, at its sole option, terminate this Lease, whereupon the Deposit shall be retained by the Landlord as liquidated damages on account of the Tenant’s default and not as a penalty.

3.8 Net Lease.

This Lease will be absolutely net to the Landlord such that, without limitation, except as specifically set out in this Lease, all costs, expenses and obligations of every kind and nature whatsoever relating to the Premises, whether or not referred to in this Lease and whether or not of a kind now existing or within the contemplation of the parties hereto, will be paid by the Tenant.

3.9 Management Fee.

The Tenant will pay to the Landlord as Additional Rent monthly in advance on each day fixed for payment of monthly Annual Basic Rent a sum which is equal to five percent (5%) of the monthly Annual Basic Rent as a management fee for the management services of the Landlord.

ARTICLE 4

TENANT’S OPERATING COVENANTS

4.1 Use of Premises.

The Tenant will not:

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In any of the foregoing events, the Tenant will forthwith remedy the same and if not so remedied, the Landlord may, after 15 days’ notice to the Tenant of such event, correct such situation at the Tenant’s expense, without prejudice to any other remedy available to the Landlord.

4.2 Signs.

The Tenant will not, at any time, affix or exhibit or permit to be affixed or exhibited upon any part of the Premises any sign, except a sign or signs that have been approved in writing by the Landlord (such approval not to be unreasonably withheld) and which comply at all times with the requirements of any lawful authority having jurisdiction over signs, provided that if any such sign no longer complies with the terms of the approval given by the Landlord or the requirements of any lawful authority having jurisdiction over signs then the Landlord, after giving the Tenant 30 days’ notice, may remove any such sign at the Tenant’s expense and the costs of such removal will be paid by the Tenant to the Landlord forthwith.

4.3 Parking and Obstruction of Roads.

The Tenant will not permit any vehicles owned by or under the control of the Tenant to park in any area designated by the Landlord for the use of any other person or cause an obstruction on any roadways in or about the Complex and will obey all reasonable rules and regulations made with respect to parking and operation of vehicles on the Complex. The Tenant will use its commercially reasonable efforts to ensure that all persons doing business with the Tenant do not, and do not permit any vehicles to, park in such areas or cause such obstructions and that they comply with all such rules and regulations. The Tenant acknowledges that the Landlord may remove any motor vehicle of the Tenant, its employees, agents, customers or invitees parked in areas reserved for the use of any other person or obstructing any roadway and the Tenant will pay the cost of any such removal to the Landlord on demand.

4.4 Rubbish.

The Tenant will keep the Premises and any loading areas used by the Tenant clean and tidy and in good order and will not permit waste or garbage to be placed or accumulate outside of the Premises. The Tenant will dispose of waste or garbage in the manner designated by the Landlord from time to time. The Tenant will not leave or permit to be left or stack or permit to be stacked any material on the Complex, other than in the Premises.

4.5 Compliance with Laws.

The Tenant will do, observe and perform all of its obligations and all matters and things necessary or expedient to be done, observed or performed by the Tenant by virtue of any law, statute, by-law, ordinance, regulation or lawful requirements of any governmental authority or any public utility lawfully acting under statutory authority. The Tenant will immediately advise the Landlord of the presence of and will do all things reasonably necessary to remove any dangerous condition from time to time existing on the Premises.

4.6 Rules and Regulations.

The Tenant will observe and perform, and will cause its employees, agents, invitees and others over whom the Tenant can reasonably be expected to exercise control to observe and perform, the Rules and Regulations attached hereto as Schedule D and such other reasonable rules and regulations or amendments as may be made from time to time by the Landlord. In the event of any conflict between a provision of this Lease and any of the Rules and Regulations, the provision of this Lease will govern.

4.7 Vacate on Termination.

At the termination of this Lease, whether by the passage of time or otherwise, the Tenant will vacate and deliver up possession of the Premises in the condition required by this Lease and will inform the Landlord of all combinations of locks, safes and vaults, if any, in the Premises.

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ARTICLE 5

HAZARDOUS SUBSTANCES

5.1 Hazardous Substances.

The Tenant will not bring or permit to be brought into the Premises, and will not use in any way, or permit the use of the Premises or any part thereof to either directly or indirectly prepare, produce, use, generate, manufacture, refine, treat, transport, store, maintain, handle, dispose of, transfer, process, release or permit any other dealing with, any Hazardous Substances unless it has received the prior written consent of the Landlord, which may be arbitrarily withheld. Any substance which the Landlord permits the Tenant to treat, store, transfer or dispose of will be dealt with in strict compliance with all applicable laws and environmental permits. The Tenant will not release nor permit the release of any Hazardous Substances into any soil, water courses, culverts, drains or sewers except in accordance with all applicable laws and environmental permits. At its own cost, risk and expense, the Tenant will comply with all applicable laws and environmental permits from time to time in force regulating any dealing with Hazardous Substances by the Tenant to which the Landlord has consented.

5.2 Hazardous Substances Property of Tenant.

If any Hazardous Substance is brought onto the Premises or created upon the Premises during the Term or any extension or renewal thereof, such Hazardous Substance will be the sole and exclusive property of the Tenant and not of the Landlord, notwithstanding the degree of affixation of the Hazardous Substances or the goods containing the Hazardous Substances to the Premises and notwithstanding the expiry or sooner termination of this Lease.

5.3 Removal of Hazardous Substances.

On or before the expiry or sooner termination of this Lease, the Tenant will remove all Hazardous Substances which have been brought onto or created upon the Premises during the Term or any extension or renewal thereof, whether by the Tenant or any other person, other than the Landlord, including without limitation any Hazardous Substances which may have been released or deposited into the soil.

5.4 Notice of Hazardous Substances.

The Tenant will advise the Landlord forthwith after becoming aware of any release of any Hazardous Substances on the Premises or any other part of the Complex or any adjacent property and will provide the Landlord with all information, notices, reports and other documents it has regarding such release and the remediation steps being undertaken by the Tenant with respect to the release or as may reasonably be required by the Landlord of the Tenant.

5.5 Restoration After Contamination.

If the presence of any Hazardous Substance or any other substance brought onto the Premises by the Tenant results in any contamination of the Premises or the Complex, the Tenant will promptly take all actions at its sole risk and expense as are necessary to return the Premises and the Complex to the condition existing prior to the introduction of any such Hazardous Substance or other substance on the Premises or the Complex.

5.6 Records.

The Landlord may at any time and from time to time, on five days’ prior written notice to the Tenant, have the Premises, any records reasonably considered to be relevant for the purpose of identifying the existence, nature and extent of any Hazardous Substance on the Premises and the Tenant’s use, storage and disposal of such Hazardous Substance, inspected by a duly qualified independent environmental auditor, and the Tenant agrees to cooperate with the auditor in its performance of each such inspection. In exercising such right of inspection, neither the Landlord nor its auditor will unreasonably interfere with the Tenant’s use and occupation of the Premises. If the auditor, acting reasonably, determines following any such inspection that further testing or investigation is required in order to monitor the Tenant’s compliance with all applicable law relating to the use, storage and disposal of any Hazardous Substance, the Landlord may at its option require the Tenant, at the Tenant’s expense, to arrange for such testing or investigation or may make such arrangements itself, in which case the Landlord’s reasonable costs of any such testing or investigation will be paid by the Tenant to the Landlord within 30 days after receipt of any invoice on account thereof.

5.7 Cleanup Plans.

If any government authority requires the clean up of any Hazardous Substance held, released, spilled, abandoned or placed upon the Premises or the Complex or any other lands or released, spilled, leaked, pumped, poured, emitted, emptied, discharged, injected, escaped, leached, disposed or dumped into the environment by the Tenant in the course of the Tenant’s business or as a result of the Tenant’s use or occupancy of the Premises, the Tenant will, at its own risk and expense:

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The Tenant further agrees that if the Landlord determines, acting reasonably, that the Complex, the Landlord or the Landlord’s reputation is placed in any jeopardy by the requirements for any such work, the Landlord may itself undertake such work or any part thereof at the reasonable cost and expense of the Tenant which cost will be paid by the Tenant within 30 days after receipt of an invoice on account thereof.

5.8 Indemnity to Landlord.

The Tenant will indemnify and save harmless the Landlord

and its shareholders, directors, officers, employees, agents, successors, and assigns from any and all liabilities, actions, damages, claims, remediation cost recovery claims, losses (including, without limitation, diminution in value), costs, orders, fines, penalties, and expenses whatsoever (including any and all environmental or statutory liability for remediation, all legal and consultants’ fees and expenses and the cost of remediation of the Premises and any adjacent property) arising from or in connection with (i) any breach of or non-compliance with the provisions of this Article 5 by the Tenant; or (ii) any release or alleged release of any Hazardous Substances at or from the Premises related to or as a result of the use and occupation of the Premises or any act or omission of the Tenant or any person for whom it is in law responsible. The indemnification obligation of the Tenant pursuant to this Section 5.8 will survive the expiry or earlier termination of this Lease.

5.9 Indemnity to Tenant.

The Landlord will indemnify and save harmless the Tenant and its shareholders, directors, officers, employees, agents, subtenants, successors, and permitted assigns from any and all liabilities, actions, damages, claims, remediation cost recovery claims, losses (including, without limitation, lost profits and any other losses arising directly or indirectly from any interruption to or disruption of the Tenant’s use and occupation of the Premises or the Tenant’s business conducted on the Premises), costs, orders, fines, penalties, and expenses whatsoever (including any and all environmental or statutory liability for remediation, all legal and consultants’ fees and expenses and the cost of remediation of the Premises and any adjacent property) arising from or in connection with presence of any Hazardous Substances in, on, at, or under the Premises or any release or alleged release of any Hazardous Substances at or from the Premises prior to or after the commencement of the Term, but excluding any Hazardous Substances brought onto or released at or from the Premises by the Tenant or any person for whom the Tenant is at law responsible. The indemnification obligation of the Landlord pursuant to this Section 5.9 will survive the expiry or earlier termination of this Lease

5.10 Conditions Prior to Possession by Tenant

The Landlord and Tenant hereby agree that the Tenant will not be responsible for any environmental liability that existed in the Leased Premises prior to the Possession Date. The Landlord will complete an environmental assessment report to ascertain the condition of the Lease Premises as of the Possession Date. The Tenant will be responsible for any environmental liability or condition caused by, related to or arising out of the use or occupation of the Leased Premises by the Tenant and its contractors, invitees, licensees, employees, assignees and subtenants and other any person for whom the Tenant is responsible in law after the Possession Date.

ARTICLE 6

TENANT’S REPAIRS AND ALTERATIONS

6.1 Repair.

The Tenant will examine the Premises before taking possession of them and such taking of possession will be conclusive evidence as against the Tenant that at the Commencement Date the Premises were in good order and repair, except for any material defects of a structural nature in the Roof, foundations, exterior walls or floor of the Building existing as at the Commencement Date and in respect of which the Tenant gives written notice to the Landlord not later than 30 days after the Commencement Date. Excepting only the repair of such defects, reasonable wear and tear and repairs for which the Landlord is responsible under this Lease, the Tenant will, at its own expense, repair and maintain the Premises and all equipment, fixtures and improvements (including all electrical, plumbing and sprinkler equipment and all heating, ventilating and air-conditioning equipment exclusively serving the Premises) in a first class condition. At the end or sooner termination of the Term or any extension or renewal thereof the Tenant will deliver to the Landlord the Premises repaired and maintained in the condition required by this Section 6.1, and this obligation will survive the expiration or earlier termination of the Term or any extension thereof.

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6.2 Repair on Notice.

Upon 24 hours’ prior written notice (except in any emergency when no notice is required), the Landlord and its duly authorized agents or nominees may, with or without workers and others, enter upon the Premises for the purpose of examining the state of repair, condition and use thereof, and in every case the Tenant will cooperate with and assist the Landlord in such entry and examination and upon notice in writing of any defect or want of repair being given by the Landlord the Tenant will cause the same to be repaired, as required by Section 6.1, within 30 days from the date of the giving of such notice by the Landlord. In exercising the foregoing rights the Landlord will make reasonable efforts to minimize any disruption of the Tenant’s business. If the Tenant, at any time, defaults in the performance or observance of any of the covenants in this Lease for or relating to the repair or maintenance of the Premises or any part thereof and such default continues for 15 days after notice in writing from the Landlord of default in respect of repair or maintenance of the Premises, then the Tenant will permit the landlord and its duly authorized agents and nominees, with or without workers and others, and without prejudice to the Landlord’s right of re-entry, to enter into and upon the Premises and repair and maintain the same at the expense of the Tenant and the Tenant will afford the Landlord all aid and facilities in doing or causing the same to be done, and will repay to the Landlord on demand all costs and expenses in respect of such repairs and maintenance as aforesaid.

6.3 Business and Trade Fixtures.

The Tenant may install its usual business and trade fixtures, provided that:

All business and trade fixtures owned or installed by the Tenant in or on the Premises will remain the property of the Tenant and will be removed by the Tenant at the expiration of the Term or any renewal thereof or at the sooner termination thereof, provided that:

If the Tenant is in default as contemplated in Section 6.3(d) above, the Landlord may elect to require the Tenant to remove all or any part of the business and trade fixtures owned or installed by or on behalf of the Tenant at the expiration or termination of the Term or any renewal thereof, in which event such removal will be done at the Tenant’s expense and the Tenant will at its expense, repair any damage to the Premises caused by the removal. If the Tenant does not remove its business and trade fixtures forthwith after written demand by the Landlord or if the Landlord makes no such demand, such property will, if the Landlord elects, be deemed to become the Landlord’s property without compensation to the Tenant or the Landlord may remove the same and the cost of such removal will be paid by the Tenant forthwith to the Landlord on written demand, provided that the Landlord will not be responsible for any loss or damage to such property as a result of the removal.

6.4 Alterations and Additions.

The Tenant will not make any change to the Premises where the costs of such alterations are greater than $20,000.00 or such alterations are subject to a building permit or similar application without having first submitted plans and specifications of the proposed change to the Landlord and having obtained the prior written consent of the Landlord to the proposed change, such consent not to be unreasonably withheld. All work will be done in a good and workmanlike manner, at such times, in such manner and by contractors or workers as the Landlord, acting reasonably, may approve in writing. The Tenant will reimburse the Landlord on demand for all reasonable costs and expenses incurred by the Landlord in the review and approval of any plans and specifications by the Landlord’s architects and engineers. The Tenant will obtain and pay for all required building and occupancy permits in respect of its work. The Tenant will, at its own cost and expense, take out any additional insurance coverage reasonably required by the Landlord to protect the respective interests of the Landlord and the Tenant during all periods when any such work is being performed. Any and all installations, alterations, additions, partitions, improvements or fixtures other than the Tenant’s business and trade fixtures in or upon the Premises, whether placed there by the Tenant or the Landlord will, immediately upon such placement, become and remain the property of the Landlord without compensation to the Tenant. Notwithstanding anything contained in this Lease, the Landlord will not be obligated to repair, maintain, replace or insure such installations, alterations, additions, partitions and fixtures or anything in the nature of a leasehold improvement made or installed by or on behalf of the Tenant and the Landlord may require the Tenant, at the Tenant’s cost, to remove any or all installations, alterations, additions, partitions, improvements or fixtures made or installed by or on behalf of the Tenant hereunder or under the provisions of any previous lease of the Premises to the Tenant at the expiry or earlier termination of the Term or any extension or renewal thereof and the Tenant will, at its sole expense,

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restore the Premises to the condition in which they were prior to such alterations, installations, additions, improvements, partitioning and fixturing.

6.5 Liens.

If any claim of lien is filed against the Complex by any person claiming against the Tenant, the Tenant will take all necessary steps to have the claim of lien cancelled and discharged from title to the Complex within 30 days of the date the Tenant has knowledge of such filing and the Tenant will indemnify and save the Landlord harmless from any and all loss, cost, expense, damage and liability relating to such claim of lien. The Landlord, in addition to any other right or remedy, will have the right, but will not be obligated, to discharge any claim of lien filed against the Complex by paying the amount claimed to be due or by procuring a discharge of such lien by posting security in the appropriate court and in any such event the Landlord may, if it so elects, expedite the prosecution of any action for the enforcement of such claim of lien by the lien claimant and pay the amount of the judgement, if any, in favour of the lien claimant with interest and costs. In any such event, the Tenant will forthwith pay to and reimburse the Landlord for all money expended by the Landlord and all costs and expenses incurred by the Landlord.

ARTICLE 7

INSURANCE/INDEMNIFICATION

7.1 Tenant’s Insurance.

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7.2 Landlord’s Insurance.

Except as may be otherwise provided in this Lease and to the extent that such insurance coverage is available at a reasonable cost acceptable to the Landlord, the Landlord will take out and maintain in force insurance as the Landlord as a prudent owner deems appropriate including, without limitation, fire insurance with extended coverage on the Building (other than the machinery, equipment, furniture, trade fixtures and property of tenants therein) to the full insurable value thereof, liability insurance and, at the Landlord’s option, insurance against loss of rental income and earthquake insurance in respect of the Building. Notwithstanding any contribution by the Tenant to any insurance costs as provided for herein, no insurable interest will be conferred upon the Tenant under policies carried by the Landlord.

7.3 Indemnify Landlord.

The Tenant will indemnify and save the Landlord harmless from and against any actions or causes of action, damages, costs, loss or expenses of whatever kind which the Landlord may sustain, incur or be put to by reason of or arising out of this Lease, or any act or omission of the Tenant or any persons for whom the Tenant is, at law, responsible, or from the use or occupation of the Premises in whole or in part and without limiting the generality of the foregoing, from the non-observance or non-performance by the Tenant, or any persons for whom the Tenant is, at law, responsible, of any of the obligations imposed under the provisions of any laws, ordinances, regulations or requirements of any federal, provincial, municipal or other authorities, or any of the covenants and agreements contained in this Lease and such liability to indemnify and save harmless will survive any termination of this Lease, and the expiry of the Term or any extension or renewal thereof, notwithstanding anything in this Lease to the contrary.

7.4 Damage or Injury.

Except to the extent attributable to the gross negligence or wilful misconduct of the Landlord or those for whom it is responsible in law, the Landlord will not be liable for any personal injury, death or property loss or damage sustained by the Tenant, or its employees, agents, assignees, subtenants, licensees or those doing business with it in the Premises or anywhere in the Complex, and the Tenant hereby releases the Landlord and its directors, officers, shareholders, agents and employees from all claims for damages or other expenses arising out of such personal injury, death or property loss or damage and will indemnify the Landlord and its directors, officers, shareholders, agents and employees against all actions or liabilities arising out of such personal injury, death or property damage or loss. Notwithstanding the foregoing, in no event will the Landlord be liable for any personal injury, death or property loss or damage sustained by the Tenant or its employees, agents, assignees, subtenants, licensees or invitees in the Premises or anywhere in the Complex caused by theft or breakage or by steam, water, rain, snow, Hazardous Substances or any other materials or substances which may leak into, issue or flow from any part of the Complex or any adjacent or neighbouring lands and premises or from the water, steam or drainage pipes or plumbing works of the same or from any place, or any loss or damage caused by or attributable to the condition or arrangements of any electric or other wiring or any damage caused by anything done or omitted to

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be done by any other tenant or occupant of the Complex, and the Tenant will indemnify the Landlord against all actions or liabilities arising out of such personal injury, death or property damage or loss.

7.5 Tenant Responsible for Damages.

Without limiting any other provision of this Lease, the Tenant acknowledges and agrees that it will be solely responsible, at its own cost, for repairing any and all damage, including without limitation replacement of broken windows, caused to the Complex by the Tenant, its employees, agents, contractors, customers, invitees or other persons for whom the Tenant is responsible at law. The Landlord, at its sole option, may elect to repair any such damage which occurs and will be entitled to recover all costs incurred in completing such repairs from the Tenant. The Tenant will pay to the Landlord the cost of such repairs forthwith upon demand by the Landlord and the Landlord will have the same remedies available to it if the Tenant fails to pay such amounts as it has for rent in arrears.

ARTICLE 8

DISPOSITIONS

8.1 Assignment and Subletting.

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8.2 Tenant’s Charges.

The Tenant will:

8.3 Subordination.

This Lease is and will be subject, subordinate and postponed to all mortgages, including any debentures and any deeds of trust and mortgages securing bonds and all indentures supplemental thereto (collectively called the “Mortgages”) which may now or hereafter charge the Complex or any part thereof and to all renewals, modifications, consolidations, replacements and extensions of the Mortgages, without execution of any document other than this Lease. Without limiting the generality of the foregoing, the Tenant agrees to execute promptly any document in confirmation of such subordination, postponement and priority which the Landlord may request, provided that, upon request by the Tenant, the Landlord will arrange for the holder of the applicable Mortgage to execute a non-disturbance agreement in favour of the Tenant.

8.4 Attornment.

Whenever required by any of the Landlord’s Mortgagees under any of the Mortgages the Tenant will attorn to and become a tenant or licensee of such Landlord’s Mortgagee or a tenant of any purchaser from such Landlord’s Mortgagee in the event of an exercise by such Landlord’s Mortgagees of the power of sale in any of the Mortgages set out, for the then unexpired residue of the Term on all of the terms and conditions of this Lease.

8.5 Estoppel Certificate.

Each party will, at any time and from time to time, upon ten days’ prior written notice from the other party, execute and deliver to the requesting party (or if requested by the Landlord, to the Landlord’s Mortgagees or a prospective purchaser of all or part of the Complex, a statement in writing as to the then status of this Lease, including as to whether it is in full force and effect, is modified or unmodified, confirming the Rent payable hereunder and the state of accounts between the Landlord and the Tenant, the existence or non-existence of defaults, and any other matters pertaining to this Lease as reasonably required by the requesting party.

8.6 Exhibit Premises.

The Landlord may, on reasonable notice to the Tenant, enter and exhibit the Premises to prospective tenants or subtenants during the six month period prior to the expiry of the Term or any extension thereof, and to the Landlord’s Mortgagees or prospective mortgagees or purchasers at any time during the Term or any extension thereof. The Landlord will make reasonable efforts to minimize any disruption of the Tenant’s business caused thereby.

ARTICLE 9

LANDLORD’S COVENANTS

9.1 Quiet Enjoyment.

If the Tenant pays the Rent and performs the covenants contained in this Lease, the Tenant will be entitled to quiet enjoyment of the Premises, subject to the rights of owners or occupiers of the easements and rights-of-way, if any, now or hereafter registered against title to the Complex.

9.2 Common Areas.

The Landlord will permit the Tenant and its employees and invitees to have the use in common with all others entitled thereto of the common loading areas and facilities, roadways and garbage areas of the Complex and all other common areas and common facilities that are a part of the Complex, subject to any parking restrictions set out in this Lease.

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9.3 Repair.

Subject to Section 11.1, the Landlord will repair, reasonable wear and tear excepted, the Roof, foundations, sub -floors and outer walls of the Building and the mechanical and electrical works included within the Complex for use in common by the tenants of the Complex, and the cost thereof (except for costs associated with mechanical and electrical works and the roof membrane) will not form a part of Operating Costs.

9.4 Maintenance of Common Areas.

The Landlord will maintain all common areas within the Complex, and the cost of all such maintenance will form a part of Operating Costs.

9.5 Payment of Taxes.

Subject to the Tenant’s obligation to pay its Proportionate Share of Taxes, the Landlord will pay the Taxes in respect of the Complex. If the Landlord is obligated to pay Taxes in advance for or during the year or other period in which the Taxes are or are to become due, the Landlord may establish a reserve from which to pay the Taxes when due, and if it does so, the Tenant will, notwithstanding Section 3.2, pay its Proportionate Share of Taxes in equal monthly instalments in advance on the first day of each month, in amounts sufficient to fund such reserve so as to enable the Landlord to pay the Tenant’s Proportionate Share of Taxes in advance, when due.

9.6 Parking.

Subject to Section 4.3, the Tenant, its customers and others having legitimate business with the Tenant may, without charge, use the parking areas of the Property shown on Schedule A attached hereto and no other parking areas, for the purpose only of parking not more than 60 motor vehicles and the Tenant acknowledges that such parking areas will be used at the sole risk of the Tenant. The Landlord reserves the right to designate other parking areas for the exclusive use of visitors to and particular tenants of the Complex.

9.7 Compliance with Laws.

The Landlord will do, observe, and perform all of its obligations and all matters and things necessary or expedient to be done, observed, or performed by the Landlord by virtue of any law, statute, bylaw, ordinance, regulation, or lawful requirements of any government authority or any public utility lawfully acting under statutory authority, and all demands and notices in pursuance of them and in any manner or degree affecting the exercise or fulfilment of any right or obligation arising under or as a result of this Lease and affecting the Premises and the use of them by the Tenant.

ARTICLE 10

DEFAULT

10.1 Re-entry on Default.

If at any time during the Term or any extension or renewal thereof:

then:

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10.2 Waiver with Respect to Re-entry

The Tenant hereby waives any present or future requirement that notice of the Landlord’s intention to re-enter be served or that the Landlord commence legal proceedings in order to re-enter.

10.3 Sale and Reletting.

Upon the Landlord becoming entitled to re-enter the Premises under any of the provisions of this Lease, the Landlord, in addition to all other rights and remedies, may enter the Premises as the agent of the Tenant either by force or otherwise, without being liable for any prosecution therefor and relet the Premises as the agent of the Tenant, and receive all rent therefor. The Landlord may also, as agent of the Tenant, take possession of any business and trade fixtures of the Tenant and any goods and property whatsoever on the Premises, sell them at public or private sale without notice and apply the proceeds of such sale and any rent derived from reletting the Premises, after deducting its costs of conducting such sale and its costs of reletting, in payment of the Rent due under this Lease, and the Tenant will be liable to the Landlord for any deficiency.

10.4 Termination.

Upon the Landlord becoming entitled to re-enter upon the Premises under any of the provisions of this Lease, the Landlord, in addition to all other rights and remedies, may immediately terminate this Lease by giving notice in writing addressed to the Tenant of its intention so to do. Upon such termination Rent will be computed, apportioned and paid in full to the date of such termination, the Tenant will pay any other amounts for which it is liable pursuant to Section 10.7, the Tenant will forthwith deliver up possession of the Premises to the Landlord and the Landlord may re-enter and take possession of the Premises.

10.5 Distress.

Whensoever the Landlord is entitled to levy distress against the goods and chattels of the Tenant it may use such force as it deems necessary for that purpose and for gaining admission to the Premises without being liable for any action in respect thereof or for any loss or damage occasioned thereby and the Tenant hereby expressly releases the Landlord from all actions, proceedings, claims or demands whatsoever for or on account of or in respect of any such forcible entry or any loss or damage sustained by the Tenant in connection therewith.

10.6 Payments by Landlord Regarded as Rent.

If the Tenant fails to observe or perform any of the covenants or obligations of the Tenant under or in respect of this Lease, the Landlord may at its discretion perform any of such covenants or obligations or any part thereof and for such purpose may do such things as may be necessary and may enter upon the Premises to do such things and all costs and expenses incurred and expenditures made by or on behalf of the Landlord will be paid by the Tenant to the Landlord on demand. If the Tenant fails to pay, the Landlord may add such charges to the Rent and recover the same by all remedies available to the Landlord for the recovery of Rent in arrears, provided that if the Landlord commences or completes the performance of any of such covenants or obligations or any part thereof, the Landlord will not be obliged to complete such performance or causing to be performed or be later obligated to do so again. If the Landlord suffers or incurs any damage, loss, cost or expense whatsoever for which the Tenant is in any way liable hereunder, by reason of any failure of the Tenant to observe or comply with any of the covenants or agreements of the Tenant contained in this Lease, then in every such case the amount of any such damage, loss, cost or expense will be due and payable by the Tenant to the Landlord on demand and the Landlord may at its option add the cost or amount of any such damage, loss, cost or expense to the Rent hereby reserved and any such amount will immediately be due and payable as Rent and recoverable by the Landlord by all remedies available to the Landlord for the recovery of Rent in arrears.

10.7 Landlord’s Expenses Enforcing Lease.

If it is necessary for the Landlord to retain the services of any person for the purpose of assisting the Landlord in enforcing any of its rights under this Lease or otherwise available at law, the Landlord may collect from the Tenant the cost of all such services including, but not limited to, all legal fees and disbursements in connection

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with all necessary court proceedings at trial or on appeal on a solicitor and own client basis, as if the same were Rent in arrears.

10.8 Remedies Cumulative.

No remedy conferred upon or reserved to the Landlord under this Lease, by statute or otherwise, will be considered exclusive of any other remedy, but the same will be cumulative and in addition to every other remedy available to the Landlord and all such remedies and powers of the Landlord may be exercised concurrently and from time to time and as often as the Landlord deems expedient.

10.9 No Waiver.

10.10 Interest.

Interest on any money due to the Landlord under this Lease will be paid by the Tenant and will accrue at the rate of 1% per month, such rate of interest to be calculated and compounded monthly, not in advance, from the respective date upon which any such money becomes due to the Landlord.

ARTICLE 11

DAMAGE AND DESTRUCTION/EXPROPRIATION

11.1 Damage and Destruction.

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If the Landlord decides not to restore the Building, the Landlord will, within 90 days after the happening of such fire or other casualty, give to the Tenant a notice in writing of such decision and the Term and any extension thereof will expire forthwith and the Tenant will vacate the Premises and surrender them to the Landlord. If the Building is damaged to the extent set out above and the Landlord does not give notice of a decision not to restore, the Landlord will diligently proceed to repair the Building to the extent set out in Section 11.1(b). Upon the termination of this Lease by the Landlord as provided in this Section 11.1(c), the Tenant’s liability for the Rent will cease as of the day following the fire or casualty.

11.2 Expropriation.

If the whole or any portion of the Complex containing the Premises will be acquired or condemned by an authority having the power for such acquisition or condemnation then the Term and any extension thereof will cease from the date of entry by such authority. Nothing in this Lease will prevent the Landlord or the Tenant or both from recovering damages from such authority for the value of their respective interests or for such other damages and expenses allowed by law.

ARTICLE 12

MISCELLANEOUS

It is hereby agreed by the Landlord and the Tenant as follows:

12.1 No Warranties.

No representations, warranties, agreements or conditions have been made to or for the Tenant other than those expressed herein, and no agreement collateral to this Lease will be binding upon the Landlord unless it is made in writing and duly executed on behalf of the Landlord.

12.2 Notices.

Any notice, request, demand, direction, or statement required or permitted under this Lease to the Tenant or the Landlord will be sufficiently given if delivered, sent by electronic transmission or mailed in British Columbia by double registered mail postage prepaid, to the addresses as set out below. Any notice will be deemed to have been given on the date delivered or if mailed as aforesaid, on the sixth day after it was mailed or if by electronic transmission, on the date the recipient acknowledges receipt in writing to the sender. The Landlord or the Tenant may at any time give written notice to the other of a change of address for notices, after which the altered address will be the address of such party for notices. During any interruption of postal service, notice shall be delivered or sent electronically. Notices are to be sent as follows:

To the Landlord:

Attention: President and CEO

[***Redacted – Personally Identifying Information***]

Fax: [***Redacted – Personally Identifying Information***]

Email: [***Redacted – Personally Identifying Information***]

To the Tenant:

To be provided

12.3 Overholding.

If the Tenant holds over after the expiration of the Term or any extension thereof and the Landlord accepts Rent or any portion thereof, the new tenancy thereby created will be deemed a monthly tenancy and not a yearly tenancy and will be subject to the covenants and conditions contained in this Lease insofar as they are applicable to a monthly tenancy, except that the monthly instalments of Annual Basic Rent will be 150% of the monthly instalments of Annual Basic Rent payable for the last month of the Term or any extension thereof and, in addition, the Tenant will be liable for all costs, expenses, losses and damages resulting or arising from the failure of the Tenant to deliver up possession of the Premises to the Landlord.

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12.4 Inability to Perform.

Whenever and to the extent that Landlord is unable to fulfil, or is delayed or restricted in the fulfilment of any obligation under this Lease by reason of being unable to obtain the material, goods, equipment, service, utility or labour required to enable it to fulfil any such obligation or by reason of any statute, law or order-in -council or any regulation or order passed or made pursuant thereto or by reason of the order or direction of any administrator, controller or board, or any governmental department or officer or other authority, or by reason of not being able to obtain any permission or authority required thereby, or by reason of any other cause beyond its control whether of the foregoing character or not, the Landlord may extend the time for fulfilment of such obligation by a time equal to the duration of such delay or restriction, and the Tenant will not be entitled to compensation for any inconvenience, nuisance or discomfort or damage thereby occasioned, and will not be entitled to terminate this Lease.

12.5 Joint and Several Liability.

If the Tenant is more than one person, all covenants, liabilities and obligations of the Tenant set out in this Lease are joint and several.

12.6 Continuation of Obligations.

This Lease and the obligations of the Tenant under it will continue in full force and effect notwithstanding any change in the person or persons comprising the Landlord.

12.7 Assignment by Landlord.

If there is a sale, lease or other disposition by the Landlord of the Complex or any part thereof, or the assignment by the Landlord of this Lease or any interest of the Landlord hereunder, and to the extent that the purchaser or assignee assumes the covenants and obligations of the Landlord hereunder, the Landlord will, thereupon and without further agreement, be relieved of all further liability with respect to its covenants and obligations.

12.8 Registration of Lease.

The Landlord will not be obligated to execute or deliver this Lease in form registrable under the Land Title Act (British Columbia) or any other statute and the Tenant will not register this Lease or any claim based thereon; provided, however, that the Tenant may, at its sole expense, register a short form of this lease in a form acceptable to the Landlord, acting reasonably, and which does not disclose the financial terms hereof. All costs and expenses in connection with such registration and any plans required for registration will be paid by the Tenant.

12.1 Schedules.

The Schedules attached to this Lease are hereby incorporated and form part of this Lease.

ARTICLE 13

INTERPRETATION

13.1 Interpretation.

The parties agree that:

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IN WITNESS WHEREOF the parties hereto have duly executed and delivered this Lease as of the day and year first above written.

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SCHEDULE A

PLAN OF PREMISES

RUPERT I

[Omitted pursuant to Instruction 19 of Form 20-F]

RUPERT II

[Omitted pursuant to Instruction 19 of Form 20-F]

A-1

SCHEDULE B

DEFINITIONS

B-1

Notwithstanding the foregoing, the following costs will be excluded from Operating Costs:

and the following recoveries will be deducted from Operating Costs:

B-2

SCHEDULE C

SPECIAL PROVISIONS

If the Tenant performs all the Tenant’s covenants and is not in default under any of the terms of this Lease then the Tenant, on giving written notice to the Landlord not earlier than twelve (12) months, and not later than nine

(9) months prior to the last day of the Term, will have the right to extend the Term of this Lease for two (2) further periods of five (5) years upon the same terms and conditions as contained in this Lease, except the Annual Basic Rent, any free rent periods, leasehold improvement allowances or other inducements and this option to extend. The extension term will commence on the day immediately succeeding the last day of the Term and will end at midnight on the day immediately preceding the 5th anniversary of the first day of the extension term, unless sooner terminated in accordance with the provisions of this Lease. The Annual Basic Rent during the extension terms will be at the then current market rental rate for the Premises including all leasehold improvements thereto, provided that the Tenant will not be entitled to, nor will the Annual Basic Rent be reduced to take account of, any cash payment, leasehold improvement allowance, rent free period or other inducement, and provided further that in no event will the Annual Basic Rent payable during each year of the extension term be less than the amount paid by the Tenant during the last year of the Term. Failing agreement by the parties on such current market rental rate by six (6) months before the expiry of the Term, the current market rental rate will be determined by arbitration, based on the criteria set out above, by one arbitrator under the Arbitration Act (British Columbia), and amendments thereto, or any like statute in effect from time to time, and the decision of such arbitrator will be final and binding upon the parties. The costs of the arbitration will be borne equally by the parties. Except as otherwise provided for herein, the provisions of the Arbitration Act will apply. Until the Annual Basic Rent has been determined as provided, the Tenant will continue to pay the monthly instalments of Annual Basic Rent payable before the commencement of the extension term and, upon the determination being made, the Tenant will make the appropriate adjustment payment, if any, to the Landlord together with interest thereon from the commencement of the extension term until the date of payment at the prime rate of interest declared to the Landlord by the main branch in Vancouver, British Columbia of Canadian Imperial Bank of Commerce, at 12:00 noon on each day, as the annual rate of interest used by such bank as a reference rate for commercial loans in Canadian dollars and commonly referred to by such bank as its “prime rate” plus 2% per annum.

The Tenant shall have a Basic Free Rent period of Two (2) months from the Commencement Date for 2758,2762, 2768 Rupert and 2774, 2788 Rupert. During this period the Tenant shall pay to the landlord its Proportionate Share of Operating Costs and Property Taxes and any separate utilities and/or operating costs directly attributable to the Leased Premises.

The Tenant shall have a Basic Free Rent period of Three (3) months from the Commencement Date for 2748 Rupert. During this period the Tenant shall pay to the landlord its Proportionate Share of Operating Costs and Property Taxes and any separate utilities and/or operating costs directly attributable to the Leased Premises.

The Landlord shall pay the Tenant an allowance of $331,695.00 (plus GST). The Allowance shall be paid to the Tenant upon the last of the following to occur:

The Tenant shall be provided, at no cost to the Tenant, 60 non -transferable parking passes for staff parking on the Lands, a designated area will be provided for visitor parking for all tenants at no additional charge. Additional parking passes can be obtained if available and would be charged at $55 per month plus applicable taxes.

C-1

The Tenant will have the right to have a panel on the pylon sign panel. The Tenant will pay the Landlord $300 per month for signage rental for the first year of the Lease Term. Signage rental is subject to increases for additional area of display and annual adjustments.

The Tenant will be granted a three (3) month fixturing period from the Possession Date . This will vary by area in accordance with the chart included in this Article. No Basic Rent, Operating Expenses or Property Taxes shall be payable by the Tenant during this period. The Tenant will remain responsible for utilities costs. Should the Landlord be delayed in obtaining vacant possession from the previous tenant that results in a delay to the Possession Date, the Commencement Date will be adjusted by an equal number of days of the delay.

The Landlord will have the right, at any time after the 78th month of the Term including any further extension or renewal thereof, to terminate this Lease on 18 months’ written notice (the “Termination Notice”) to the Tenant, for any reason. For clarity the Termination cannot be effective sooner than the end of 96th month from the Commencement Date.

The Tenant estimates that it will spend up to $2,500,000 to complete the improvements described below (the “Tenant Improvements”). The actual bona fide, out-of-pocket third party costs incurred by the Tenant in order to complete the Tenant Improvements are referred to herein as the “Tenant Costs” and for purposes of this section will be capped at $2,500,000 and will be amortized over 10 years on a straight line basis.

In the event the Landlord exercises its right to terminate the Lease pursuant to this Section and the Lease terminates effective after the end of the seventh lease year, the Landlord will reimburse the Tenant an amount equal to the unamortized Tenant Costs in the year in which the Lease terminates multiplied by the percentage set out across from such year in the table below:

Within 30 days of opening for business, the Tenant will provide to the Landlord documentation and receipts that confirm the actual amount of the Tenant Costs and evidence that such costs have been paid. The Tenant acknowledges and agrees that in no event will more than $2,500,000 of Tenant Costs be amortized pursuant to this section in order to calculate any amount to be reimbursed by the Landlord to the Tenant. For greater certainty, in the event the Tenant Costs are less than $2,500,000, the lesser amount will be used for purposes of such calculation.

Tenant Improvements:

[***]

[***]

C-2

SCHEDULE D

RULES AND REGULATIONS

D-1

Exhibit 4.2

[***] = CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED AND/OR IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

LOAN AGREEMENT

DATED AS OF JUNE 7, 2021

BETWEEN

WAYGAR CAPITAL INC.,

AS AGENT FOR

NINEPOINT CANADIAN SENIOR DEBT MASTER FUND L.P.

AS LENDER

AND

THE VERY GOOD FOOD COMPANY INC.

AS BORROWER

AND

THE GUARANTORS PARTY HERETO

TABLE OF CONTENTS

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INDEX OF EXHIBITS AND SCHEDULES

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THIS LOAN AGREEMENT is dated as of June 7, 2021 and agreed to by and between The Very Good Food Company Inc. (“Borrower”), each other Credit Party executing this Agreement, and Waygar Capital Inc., as agent for Ninepoint Canadian Senior Debt Master Fund L.P. (“Lender”).

RECITALS:

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and other good and valuable consideration, the parties hereto agree as follows:

SECTION 1 – AMOUNT AND TERMS OF CREDIT

Borrower shall use the proceeds of the Loans: (i) for working capital; (ii) in the case of the Term Loan, to support the purchase of Equipment; and (iii) for other permitted general corporate purposes (including, for certainty, for the purposes of making acquisitions permitted under Section 5.2(a)).

The Loans and all of the other Obligations of Borrower to Lender shall constitute one general obligation of Borrower secured by all of the Collateral.

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On or prior to the Closing Date and until the Termination Date, Borrower will establish and maintain the cash management system described in Schedule C. All payments in respect of the Collateral shall be made to or deposited in the Blocked Accounts described in Schedule C in accordance with the terms thereof.

Borrower agrees to pay to Lender the Fees set forth in Schedule D on the dates noted therein.

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Borrower shall make each payment under this Agreement (not otherwise made pursuant to Section 1.9) without set-off, counterclaim or deduction and free and clear of all Taxes on the day when due in lawful money of Canada in immediately available funds to the Blocked Accounts. If Borrower shall be required by Applicable Law to deduct or withhold any Taxes from any payment to Lender under any Loan Document, then the amount payable to Lender shall be increased so that, after making all required deductions and withholdings, Lender receives an amount equal to that which it would have received had no such deductions and withholdings been made. For purposes of computing interest and Fees, all payments shall be deemed received by Lender one (1) Business Day following receipt of immediately available funds in the Blocked Accounts.

Borrower irrevocably agrees that Lender shall have the continuing and exclusive right to apply any and all payments against the then due and payable Obligations in such order as Lender may deem advisable. Lender is authorized to, and at its option may (without prior notice or precondition and at any time or times), but shall not be obligated to, make or cause to be made Revolving Credit Advances on behalf of Borrower, for: (a) payment of all Fees, expenses, indemnities, charges, costs, principal, interest, or other Obligations owing by Borrower under this Agreement or any of the other Loan Documents; (b) the payment, performance or satisfaction of any of Borrower’s obligations with respect to preservation of the Collateral; or (c) any premium in whole or in part required in respect of any of the policies of insurance required by this Agreement, even if the making of any such Revolving Credit Advance causes the outstanding balance of the Revolving Credit Loan to exceed the Borrowing Availability, and Borrower agrees to repay immediately, in cash, any amount by which the Revolving Credit Loan exceeds the Borrowing Availability.

Lender is authorized to record on its books and records the date and amount of each Loan and each payment of principal thereof and such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. Lender shall provide Borrower on a monthly basis a statement and accounting of such recordations but any failure on the part of Lender to keep any such recordation (or any errors therein) or to send a statement thereof to Borrower shall not in any manner affect the obligation of Borrower to repay any of the Obligations. Except to the extent that Borrower shall, within thirty (30) days after such statement and accounting is sent, notify Lender in writing of any objection Borrower may have thereto (stating with particularity the basis for such objection), such statement and accounting shall be deemed final, binding and conclusive upon Borrower, absent manifest error.

Borrower and each other Credit Party executing this Agreement jointly and severally agree to indemnify and hold Lender and its Affiliates, and their respective employees, officers, directors, professional advisors and agents (each, an “Indemnified Person”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including legal fees and disbursements and other costs of investigation or defence, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with respect to the execution, delivery, enforcement, performance or administration of, or in any other way arising out of or relating to, this Agreement and the other Loan Documents or any other documents or transactions contemplated by or referred to herein or therein and any actions or failures to act with respect to any of the foregoing, including any and all product liabilities, Environmental Liabilities, Taxes and legal costs and expenses arising out of or incurred in connection with any dispute between or among any parties to any of the Loan Documents (collectively, “Indemnified Liabilities”), except to the extent that any such Indemnified Liability is finally determined by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or wilful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY CREDIT PARTY, ANY SUCCESSOR, ASSIGNEE OR

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THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

The Borrowing Base shall be determined by Lender (including the eligibility of Accounts and Inventory) based on the most recent Borrowing Base Certificate delivered to Lender in accordance with Section 4.1(a).

The Borrower may, at any time and from time to time, increase the Maximum Amount in respect of the Revolving Credit Loan on not less than thirty (30) days’ advance written notice (the “Increase Notice”). The right to increase the Maximum Amount in respect of the Revolving Credit Loan shall be subject to the following:

SECTION 2 – CONDITIONS PRECEDENT

Lender shall not be obligated to make any of the Loans or to perform any other action hereunder, until the following conditions have been satisfied in a manner satisfactory to Lender in its sole discretion, or waived in writing by Lender:

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Lender shall not be obligated to fund any Loan (including the initial Loans), if, as of the date thereof:

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The request and acceptance by Borrower of the proceeds of any Loan shall be deemed to constitute, as of the date of such request and the date of such acceptance: (i) a representation and warranty by Borrower that the conditions in this Section 2.2 have been satisfied; and (ii) a restatement by Borrower of each of the representations and warranties made by it in each Loan Document and a reaffirmation by Borrower of the granting and continuance of Lender’s Liens pursuant to the Loan Documents.

The Borrower will continue to use its reasonable commercial efforts to obtain TSX Venture Exchange approval (“TSXV Approval”) to grant to the Lender common share purchase warrants, in a form satisfactory to the Lender, to acquire 225,000 common shares in the capital of the Borrower for a period of 60 months, with an exercise price equal to 25% above the closing price as of the business day prior to the Closing Date. Upon receipt of TSXV Approval, the Borrower shall promptly deliver a certificate representing the aforementioned warrants to the Lender, together with such certificates and opinions regarding the same as the Lender may reasonably require. The Lender represents that it is an “accredited investor” as such term is defined in the National Instrument 45-106, Prospectus Exemption and satisfies the criteria under paragraph (m) thereunder.

SECTION 3 – REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS

To induce Lender to enter into this Agreement and to make the Loans, Borrower and each other Credit Party executing this Agreement represent and warrant to Lender (each of which representations and warranties shall survive the execution and delivery of this Agreement), and promise to and agree with Lender at all times until the Termination Date as follows:

Each Credit Party:

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The location of each Credit Party’s chief executive office, corporate offices, warehouses, other locations of Collateral and locations where records with respect to Collateral are kept (including, in each case, the county of such locations, to the extent applicable) are as set forth in Disclosure Schedule (3.2) and, except as set forth in such Disclosure Schedule, such locations have not changed during the preceding twelve (12) months. As of the Closing Date, during the prior five years, except as set forth in Disclosure Schedule (3.2), no Credit Party has been known as or conducted business in any other name (including trade or business names).

The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party, and the creation by such Credit Party of all Liens provided for herein and therein: (a) are and will continue to be within such Credit Party’s power and authority; (b) have been and will continue to be duly authorized by all necessary or proper action; (c) are not and will not be in violation of any Requirement of Law or Contractual Obligation of such Credit Party; (d) do not and will not result in the creation or imposition of any Lien (other than in favour of Lender) upon any of the Collateral; and (e) do not and will not require the consent or approval of any Governmental Authority or any other Person that has not been obtained. As of the Closing Date, each Loan Document shall have been duly executed and delivered on behalf of each Credit Party thereto, and each such Loan Document upon such execution and delivery shall be and will continue to be a legal, valid and binding obligation of such Credit Party, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other similar Applicable Laws affecting creditors’ rights generally.

Between the date of the most recent audited Financial Statements delivered to Lender for each Credit Party and the Closing Date: (a) no Credit Party has incurred any obligations, contingent or non-contingent liabilities, or liabilities for Charges, long-term leases or unusual forward or long-term commitments which are not reflected in the Projections delivered prior to the Closing Date and which could, alone or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) there has been no material deviation from such Projections; and (c) no events have occurred which alone or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. No Requirement of Law or Contractual Obligation of any Credit Party has or have had or could reasonably be expected to have a Material Adverse Effect. No Credit Party is in default, and to such Credit Party’s knowledge, no third party is in default, under or with respect to any of its Contractual Obligations, which alone or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect.

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The real estate listed in Disclosure Schedule (3.6) constitutes, as of the Closing Date, all of the real property owned, leased, or used by each Credit Party in its business, and such Credit Party will not execute any material agreement or contract in respect of such real estate after the date of this Agreement without giving Lender prompt prior written notice thereof. Each Credit Party holds and will continue to hold good and marketable fee simple title to all of its owned real estate, and good and marketable title to all of its other properties and assets, and valid and insurable leasehold interests in all of its leases (both as lessor and lessee, sublessee or assignee), and none of the properties and assets of any Credit Party are or will be subject to any Liens, except Permitted Encumbrances. With respect to each of the premises identified in Disclosure Schedule (3.6) on or prior to the Closing Date a bailee, third party distributor, landlord or mortgagee waiver acceptable to Lender has been obtained except as expressly noted in Disclosure Schedule (3.6).

Except as set forth in Disclosure Schedule (3.7), as of the Closing Date no Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All of the issued and outstanding Shares of each Credit Party (including all rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Shares) as of the Closing Date are registered in the name of each of the Shareholders (and in the amounts) set forth on Disclosure Schedule (3.7). All outstanding Indebtedness of each Credit Party as of the Closing Date is described in Disclosure Schedule (5.2(b)). Each Credit Party will, upon forming any Subsidiary, promptly (and in any event within ten (10) Business Days) thereafter: (a) cause such Subsidiary to become a Credit Party hereunder and deliver all Loan Documents required to be delivered by a Credit Party hereunder; and (b) take all other actions required by Lender to perfect the Lender’s first priority Liens upon the Collateral.

To the extent any Credit Party is subject to or regulated under any Applicable Law that restricts or limits such Person’s ability to incur Indebtedness, pledge its assets, or to perform its obligations under the Loan Documents, such Applicable Laws have been complied with. The making of the Loans, the application of the proceeds and repayment thereof, and the consummation of the transactions contemplated by the Loan Documents do not and will not violate any Requirement of Law.

Except as disclosed on Disclosure Schedule (3.9) all tax returns, reports and statements required by any Governmental Authority to be filed by Borrower or any other Credit Party have, as of the Closing Date, been filed and will, until the Termination Date, be filed with the appropriate Governmental Authority and no tax Lien has been filed against any Credit Party or any Credit Party’s property. Proper and accurate amounts have been and will be withheld by Borrower and each other Credit Party from their respective past or present employees for all periods in complete compliance with all Requirements of Law and such withholdings have been and will be timely paid to the appropriate Governmental Authorities. Disclosure Schedule (3.9) sets forth as of the Closing Date those taxable years for which any Credit Party’s tax returns are currently being audited by the Canada Revenue Agency or any other applicable Governmental Authority and any assessments or threatened assessments in connection with such audit, or otherwise currently outstanding. Except as described on Disclosure Schedule (3.9), none of the Credit Parties nor their respective predecessors are liable for any Charges: (a) under any agreement (including any tax sharing agreements or agreement extending the period of assessment of any Charges); or (b) to each Credit Party’s knowledge, as a transferee.

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3.10 Payment of Obligations

Each Credit Party will pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all of its Charges and other obligations of whatever nature, except where the amount or validity thereof is at such time being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Credit Party and none of the Collateral is or could reasonably be expected to become subject to any Lien or forfeiture or loss as a result of such contest.

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No Litigation is pending or, to the knowledge of any Credit Party, threatened against any Credit Party or against any Credit Party’s properties or revenues: (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby; (b) which could reasonably be expected to have a Material Adverse Effect; or (c) which is otherwise in an amount in excess of the Minimum Actionable Amount. Except as set forth on Disclosure Schedule (3.12), as of the Closing Date, there is no Litigation pending or threatened against any Credit Party which seeks damages in excess of the Minimum Actionable Amount or injunctive relief or alleges criminal misconduct of any Credit Party. Following the Closing Date, each Credit Party shall notify Lender promptly in writing upon learning of the existence, threat or commencement of any Litigation against any Credit Party or any Plan, in each case, if applicable, or any allegation of criminal misconduct against any Credit Party.

As of the Closing Date, all Material Intellectual Property owned or used by any Credit Party is listed, together with application or registration numbers, where applicable, in Disclosure Schedule (3.13). Each Credit Party owns, or is licensed to use, all Material Intellectual Property. Each Credit Party will maintain the patenting and registration of all Material Intellectual Property owned by it with the appropriate Governmental Authority and each Credit Party will promptly apply to patent or register, as the case may be, all new Material

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Intellectual Property developed by it and notify Lender in writing five (5) Business Days prior to filing any such new patent or registration.

No information contained in any Loan Document, the Financial Statements or any written statement furnished by or, to the knowledge of such Credit Party after due investigation, on behalf of any Credit Party, under any Loan Document or to induce Lender to execute the Loan Documents, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. Without limitation to any other term hereof, each Credit Party shall provide Lender with such documentation and other evidence as is determined necessary by Lender in or for it to be satisfied that it has complied and all times will comply with all “know your customer” requirements under all applicable Requirements of Law (including in connection with any change of laws or requirement or any proposed or actual assignment by Lender).

Except as set forth on Disclosure Schedule (3.15), as of the Closing Date: (a) each real property location owned, leased or occupied by or otherwise in the charge, management or control of each Credit Party (the “Real Property”) is maintained free of material contamination that is required by the applicable Environmental Laws to be removed, remediated or mitigated; (b) no Credit Party is subject to any Environmental Liabilities or, to any Credit Party’s knowledge, potential Environmental Liabilities, in excess of the Minimum Actionable Amount in the aggregate; (c) no notice has been received by any Credit Party identifying it as a “potentially responsible party” or otherwise identifying it as a potentially liable party or requesting information under the EPA or analogous federal or provincial Applicable Laws, in each case, to the extent applicable, and to the knowledge of any Credit Party, there are no facts, circumstances or conditions that may result in any Credit Party being identified as a “potentially responsible party” under the EPA or analogous federal or provincial Applicable Laws, in each case, to the extent applicable; and (d) each Credit Party has provided to Lender copies of all existing environmental reports, reviews and audits and all written information pertaining to actual or potential Environmental Liabilities, in each case relating to each Real Property location. Each Credit Party: (i) shall comply in all material respects with all applicable Environmental Laws and environmental permits; (ii) shall notify Lender in writing within seven (7) Business Days if and when it becomes aware of any Release, on, at, in, under, above, to, from or about any of its Real Property; and (iii) shall promptly forward to Lender a copy of any order, notice, permit, application, or any communication or report received by it or any other Credit Party in connection with any such Release.

As of the Closing Date, Disclosure Schedule (3.16) lists all insurance of any nature maintained for current occurrences by Borrower and each other Credit Party, as well as a summary of the terms of such insurance. Each Credit Party shall deliver to Lender originals or copies and endorsements to all of its and those of its Subsidiaries: (a) “All Risks” and business interruption insurance policies naming Lender as loss payee and additional insured; and (b) general liability and other liability policies naming Lender as an additional insured. All policies of insurance on real and personal property will be adequate in form, substance, scope and amount and will contain an endorsement, all in form and substance acceptable to Lender, showing loss payable to Lender (I.B.C. Form 3000 or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Lender, will provide that the insurance companies will give Lender at least thirty (30) days prior written notice before any such policy or policies of insurance shall be altered or cancelled and that no act or default of Borrower or any other Person shall affect the right of Lender to recover under such policy or policies of insurance in case of loss or damage. Each Credit Party shall direct all present and future insurers under its “All Risk” policies of insurance to pay all proceeds payable thereunder directly to Lender. If any insurance proceeds are paid by cheque, draft or other instrument payable to any Credit Party and Lender jointly, Lender may endorse such Credit Party’s name thereon and do such other things as Lender may deem advisable to reduce the same to cash. Lender reserves the right at any time, upon review of each Credit Party’s risk profile, to require additional forms and limits of insurance. Each Credit Party shall, on each anniversary of the Closing Date

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and from time to time at Lender’s request, deliver to Lender a report by a reputable insurance broker, satisfactory to Lender, with respect to such Credit Party’s insurance policies. Borrower will maintain all such insurance in effect during the term of this Agreement. Notwithstanding the foregoing, the Credit Parties shall have thirty (30) days after the Closing Date to fulfil any of the requirements set forth in this Section 3.16 in respect of any business interruption insurance policies.

Borrower and the other Credit Parties shall maintain deposit and/or other accounts, including the Blocked Accounts and Disbursement Accounts, with the Blocked Account Banks and will not have any other bank accounts without the prior consent of Lender.

As of the date of each Borrowing Base Certificate delivered to Lender, each Account listed thereon as an Eligible Account shall be an Eligible Account and all Inventory listed thereon as Eligible Inventory shall be Eligible Inventory. Borrower has not made, and will not make, any agreement with any Account Debtor for any extension of time for the payment of any Account, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance for prompt or early payment allowed by Borrower in the ordinary course of its business consistent with historical practice and as previously disclosed to Lender in writing. With respect to the Accounts pledged as collateral pursuant to any Loan Document: (a) the amounts shown on all invoices, statements and reports which may be delivered to Lender with respect thereto are actually and absolutely owing to the relevant Credit Party as indicated thereon and are not in any way contingent; (b) no payments have been or shall be made thereon except payments immediately delivered to the applicable accounts described in Schedule C or Lender as required hereunder; and (c) to Borrower’s knowledge, all Account Debtors have the capacity to contract. Borrower shall notify Lender promptly of any event or circumstance which, to Borrower’s knowledge would cause Lender to consider any then existing Account or Inventory as no longer constituting an Eligible Account or Eligible Inventory, as the case may be.

All of the Material Contracts of the Credit Parties are described in Schedule F.

At any time and from time to time, upon the written request of Lender and at the sole expense of Borrower, Borrower and each other Credit Party shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Lender may reasonably deem desirable: (a) to obtain the full benefits of this Agreement and the other Loan Documents; (b) to protect, preserve and

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maintain Lender’s rights in any Collateral; or (c) to enable Lender to exercise all or any of the rights and powers herein granted.

No Default or Event of Default has occurred and is continuing.

SECTION 4 – FINANCIAL REPORTS, INFORMATION AND NOTICES

From the Closing Date until the Termination Date, Borrower shall deliver to Lender:

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Borrower shall advise Lender promptly, in reasonable detail, of:

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SECTION 5 – FINANCIAL AND NEGATIVE COVENANTS

Credit Parties shall maintain the following financial covenants:

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provided that, if, as at the end of any Fiscal Quarter, Borrower has satisfied the Cash Coverage Ratio covenant in Section 5.1(b) above, there shall not be deemed to be an Event of Default, regardless of whether Borrower has satisfied the EBITDA covenant in Section 5.1(a) above. For greater certainty, a breach of Section 5.1(b) above shall be an Event of Default regardless of whether Section 5.1(a) has been met.

Each Credit Party covenants to Lender that so long as this Agreement is in effect:

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SECTION 6 – LENDER’S RIGHTS

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SECTION 7 – EVENTS OF DEFAULT, RIGHTS AND REMEDIES

The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “Event of Default” hereunder which shall be deemed to be continuing unless and until waived in writing by Lender in accordance with Section 8.3:

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Except as otherwise provided for in this Agreement and to the fullest extent permitted by Applicable Law, Borrower and each other Credit Party executing this Agreement waives: (a) presentment, demand and protest, and notice of presentment, dishonour, intent to accelerate, acceleration, protest, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any or all Loan Documents, commercial paper, Accounts, Contracts, Documents, Instruments, Chattel Paper and guarantees at any time held by Lender on which such Credit Party may in any way be liable, and hereby ratifies and confirms whatever Lender may do in this regard; (b) all rights to notice and a hearing prior to Lender’s taking possession or control of, or to Lender’s replevy, attachment or levy upon, any Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies; and (c) the benefit of all valuation, appraisal and exemption laws. Borrower and each other Credit Party executing this Agreement acknowledges that it has been advised by counsel of its choices and decisions with respect to this Agreement, the other Loan Documents and the transactions evidenced hereby and thereby and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement.

The Proceeds of any sale, disposition or other realization upon any Collateral shall be applied by Lender upon receipt to the Obligations in such order as Lender may deem advisable in its sole discretion and after the indefeasible payment and satisfaction in full in cash of all of the Obligations, and after the payment by Lender of any other amount required by any provision of Applicable Law, the surplus, if any, shall be paid to Borrower or its representatives or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

SECTION 8 – MISCELLANEOUS

This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). No Loan Document may be modified, altered or amended except by a written agreement signed by Lender and each other Credit Party that is a party to such Loan Document. Borrower and each other Credit Party executing this Agreement, or any other Loan Document shall have all duties and obligations under this Agreement and such other Loan Documents from the date of its execution and delivery, regardless of whether the initial Loan has been funded at that time.

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Borrower agrees to pay or reimburse Lender for all reasonable out-of-pocket costs and expenses (including the fees and expenses of all counsel, advisors, consultants (including environmental and management consultants), field examiners, appraisers and auditors retained in connection therewith), incurred in connection with: (a) the preparation, negotiation, execution, delivery, performance and enforcement of the Loan Documents and the preservation of any rights thereunder; (b) collection, including deficiency collections; (c) the forwarding to Borrower or any other Person on behalf of Borrower by Lender of the proceeds of any Loan; (d) any amendment, waiver or other modification with respect to any Loan Document or advice in connection with the administration of the Loans or the rights thereunder; (e) any litigation, dispute, suit, proceeding or action (whether instituted by or between any combination of Lender, Borrower or any other Person), and an appeal or review thereof, in any way relating to the Collateral, any Loan Document, or any action taken or any other agreements to be executed or delivered in connection therewith, whether as a party, witness or otherwise; and (f) any effort to: (i) monitor the Loans; (ii) evaluate, observe or assess Borrower or any other Credit Party or the affairs of such Person; and (iii) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of the Collateral. Without limiting the foregoing, Borrower will reimburse Lender for the costs (including reasonable out-of-pocket expenses plus applicable taxes) related to Field Examinations and inventory appraisals.

At any time from time to time prior to the Termination Date, the Borrower may request that the Lender agree to include Non-North American Equipment in the calculation of the Term Loan Borrowing Base and the Lender agrees that, if the inclusion of Non-North American Equipment in the Borrowing Base is determined by the Lender to be commercially reasonable, it shall negotiate in good faith with the Borrower an amendment to this Agreement (including, without limitation, the provisions hereof relating to the calculation of the Borrowing Base, the characteristics of Eligible Equipment, the Loan Documents required to effect Liens on such Non-North American Equipment and any other provision the Lender reasonably requires) on terms satisfactory to it to give effect to such request.

Neither Lender’s failure, at any time, to require strict performance by Borrower or any other Credit Party of any provision of any Loan Document, nor Lender’s failure to exercise, nor any delay in exercising, any right, power or privilege hereunder, shall operate as a waiver thereof or waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance therewith. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or future exercise thereof or the exercise of any other right, power or privilege. Any suspension or waiver of a Default or other provision under the Loan Documents shall not suspend, waive or affect any other Default or other provision under any Loan Document, and shall not be construed as a bar to any right or remedy which Lender would otherwise have had on any future occasion. None of the undertakings, indemnities, agreements, warranties, covenants and representations of Borrower or any other Credit Party to Lender contained in any Loan Document and no Default by Borrower or any other Credit Party under any Loan Document shall be deemed to have been suspended or waived by Lender, unless such waiver or suspension is by an instrument in writing signed by an officer or other authorized employee of Lender and directed to Borrower specifying such suspension or waiver (and then such waiver shall be effective only to the extent therein expressly set forth), and Lender shall not, by any act (other than execution of a formal written waiver), delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder.

Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of any Loan Document shall be prohibited by or invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of such Loan Document. Except as otherwise expressly provided for in the Loan Documents, no termination or

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cancellation (regardless of cause or procedure) of any financing arrangement under the Loan Documents shall in any way affect or impair the Obligations, duties, covenants, representations and warranties, indemnities, and liabilities of Borrower or any other Credit Party or the rights of Lender relating to any unpaid Obligation (due or not due, liquidated, contingent or unliquidated), or any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is not required until after the Commitment Termination Date, all of which shall not terminate or expire, but rather shall survive such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, that all indemnity obligations of the Credit Parties under the Loan Documents shall survive the Termination Date. The Section titles contained in any Loan Document are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

Until Lender shall be notified in writing by Borrower or any other Credit Party to the contrary, the signature upon any document or instrument delivered pursuant hereto and believed by Lender or any of Lender’s officers, agents, or employees to be that of a Credit Party or of an officer of Borrower or such other Credit Party shall bind Borrower or such other Credit Party and be deemed to be the act of Borrower or such other Credit Party affixed pursuant to and in accordance with resolutions duly adopted by Borrower’s or such other Credit Party’s board of directors, and Lender shall be entitled to assume the authority of each signature and authority of the person whose signature it is or appears to be unless the person acting in reliance thereon shall have actual knowledge to the contrary.

Except as otherwise provided herein, whenever any notice, demand, request or other communication shall or may be given to or served upon any party by any other party, or whenever any party desires to give or serve upon any other party any communication with respect to this Agreement, each such communication shall be in writing and shall be deemed to have been validly served, given or delivered: (a) upon the earlier of actual receipt (or refusal thereof) and three (3) Business Days after deposit in the mail, registered or certified mail, return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by telecopy, e-mail or other electronic transmission (with such telecopy, e-mail promptly confirmed by delivery of a copy by personal delivery or mail as otherwise provided in this Section 8.7); (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when hand-delivered, all of which shall be addressed to the party to be notified and sent to the address indicated in Schedule B or to such other address as may be substituted by notice given as herein provided. Failure or delay in delivering copies of any such communication to any Person (other than Borrower or Lender) designated in Schedule B to receive copies shall in no way adversely affect the effectiveness of such communication.

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered (including by a pdf attachment to an e-mail or by DocuSign or other similar electronic execution system) shall constitute an original, but all such counterparts when taken together shall constitute one and the same instrument.

This Agreement shall be binding upon and inure to the benefit of Lender, the Credit Parties and their respective heirs, executors, administrators, other legal representatives, successors and assigns. Neither this Agreement nor any interest in this Agreement may be assigned by Borrower or any other Credit Party without the prior written consent of Lender. Lender may assign or transfer or grant participations in its rights or obligations under this Agreement in whole or in part at any time without notice to or consent of the Credit Parties. Lender may disclose to potential or actual transferees or assignees or participants, any information regarding the Credit Parties as Lender considers necessary and the Credit Parties consent to such disclosure.

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Time is of the essence for performance of the Obligations under the Loan Documents.

Except for Loan Documents expressed to be governed by the laws of another jurisdiction, the Loan Documents and the obligations arising under the Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the Province of British Columbia applicable to contracts made and performed in such province, without regard to the principles thereof regarding conflicts of laws, and any Applicable Laws.

Neither any Credit Party nor any of its Affiliates will in the future issue any press release or other public disclosure using the name of Waygar Capital Inc. or its affiliates or referring to this Agreement or the other Loan Documents without at least two (2) Business Days’ prior notice to Lender and without the prior written consent of Lender unless (and only to the extent that) such Credit Party or Affiliate is required to do so under Applicable Law and then, in any event, such Credit Party or Affiliate will consult with Lender before issuing such press release or other public disclosure. Each Credit Party consents to the publication (in the ordinary course) by Lender of customary advertising material relating to the financing transactions contemplated by this Agreement using such Credit Party’s name, product photographs, logos or trademarks. Such consent shall remain effective until revoked by such Credit Party in writing to Lender.

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This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any part of the Obligations is rescinded or must otherwise be returned or restored by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any other Credit Party, or otherwise, all as though such payments had not been made.

In the event that Lender determines that, in consequence of any change in any Requirement of Law or any policy applicable to it that it is illegal, unlawful or prohibited for it to make or continue to make any Loans or any other Obligations hereunder, it shall have the right to immediately terminate such Loans or other Obligations as it shall determine necessary or appropriate and to terminate any commitment to make or continue to make such Loans or other Obligations and/or to terminate its commitments hereunder and any of the Loan Documents as it shall determine necessary or appropriate.

Without limitation to any other rights or remedies of Lender, Lender shall have the right at all times without notice to the Credit Parties (which notice is hereby waived to the maximum extent permitted by Applicable Law) to set off or apply against any Obligations now and hereafter owing (whether matured or contingent) any deposits at any time held by, or other indebtedness at any time owing by, Lender or any of its Affiliates to or for the credit or account of any Credit Party. All indemnities hereunder or under the other Loan Documents shall survive any termination of the Loan Documents unless expressly released in writing.

If, by reason of: (a) any change in any Requirement of Law (including any change by way of imposition or increase of statutory reserves or other reserve requirements) or interpretation thereof; or (b) the compliance with any guideline or request from any government authority or other Person exercising control over lenders in Canada generally (whether or not having the force of law):

and as a result there shall be an increase in the cost to Lender of agreeing to make or making, funding or maintaining Loans (except to the extent already included in determination of the rate of interest), or there shall be a reduction in the amount receivable by Lender, then Lender shall promptly notify Borrower of such event, and Borrower shall, within five (5) Business Days following demand therefor, pay Lender the amount of such increased costs or reduced amounts.

If Lender determines that, because of circumstances described above or any other circumstances arising hereafter affecting such Lender the applicable interest rate will not adequately and fairly reflect the cost to Lender of funding Loans, then (A) Lender shall promptly notify Borrower of such event; and (B) Lender’s obligation to fund Loans, shall be immediately suspended, until each condition giving rise to such suspension no longer exists.

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Notwithstanding anything herein to the contrary, Borrower shall only be required to compensate Lender in respect of any such increased costs or reduction in the amount received or receivable by Lender to the extent Borrower has received a written request for such compensation within ninety (90) days after Lender has received actual notice of the occurrence of the relevant circumstance giving rise to such increased costs or reduction in the amount received or receivable by Lender.

If any provision of this Agreement conflicts with and is incapable of being construed together with any other Loan Document, then the provisions of this Agreement shall prevail to the extent necessary to remove such conflict. If there is a representation, warranty, covenant, agreement or event of default contained in any Loan Document which is not contained herein, or vice versa, such additional provision shall not constitute a conflict.

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SECTION 9 – SPECIAL PROVISIONS

For the purposes of this Agreement, whenever interest or a fee to be paid hereunder is to be calculated on the basis of a year of three hundred and sixty (360) days, or any other period of time that is less than a calendar year, the yearly rate of interest or the yearly fee to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either three hundred and sixty (360) or such other period of time, as the case may be.

If at any time following one or more fluctuations in the exchange rate of the Canadian Dollar against the US Dollar (a) the Obligations exceed any limitations hereunder or (b) any part of the Obligations exceeds any limit set forth herein for such Obligations, Borrower shall within three (3) Business Days or, if an Event of Default has occurred and is continuing, immediately: (i) make the necessary payments or repayments to reduce such Obligations to an amount necessary to eliminate such excess; or (ii) maintain or cause to be maintained with Lender deposits in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to Lender in its reasonable discretion. Without in any way limiting the foregoing provisions, Lender shall, weekly or more frequently in Lender’s sole discretion, make the necessary exchange rate calculations (based upon the rate of exchange established by Lender as at noon on the date of determination) to determine whether any such excess exists on such date.

If for the purpose of obtaining judgment in any court it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”) into another currency (the “Second Currency”), the rate of exchange applied shall be that at which, in accordance with normal banking procedures, Lender could purchase in the Toronto foreign exchange market, the Original Currency with the Second Currency on the date two (2) Business Days preceding that on which judgment is given. Borrower agrees that its obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or payment in such other currency, be discharged only to the extent that, on the Business Day following the date Lender receives payment of any sum so adjudged to be due hereunder in the Second Currency, Lender may, in accordance with normal banking procedures, purchase, in Toronto foreign exchange market, the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in the Original Currency, Borrower agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify Lender against such loss. The term “rate of exchange” in this Section means the spot rate at which Lender, in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second Currency, and includes any premium and costs of exchange payable in connection with such purchase.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.

SCHEDULE A

DEFINITIONS

Capitalized terms used in this Agreement and the other Loan Documents shall have (unless otherwise provided elsewhere in this Agreement or in the other Loan Documents) the following respective meanings:

“Account Debtor” shall mean any Person who is or may become obligated with respect to, or on account of, an Account.

“Accounts” shall mean all “accounts,” as such term is defined in the PPSA and includes any right of any Person to payment for goods sold or leased or for services rendered, whether or not it has been earned by performance, now owned or hereafter acquired by any Person, including: (a) all accounts receivable, other receivables, book debts and other forms of obligations whether arising out of goods sold or leased or services rendered or from any other transaction whatsoever (including any contract rights); (b) all of such Person’s rights in, to and under all purchase orders or receipts for goods or services; (c) all of such Person’s rights to any goods represented by any of the foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation, stoppage in transit, repossession rights under any Applicable Law including those under Section 81.1 of the BIA, and rights to returned, claimed or repossessed goods); (d) all monies due or to become due to such Person under all purchase orders and contracts for the sale or lease of goods or the performance of services or both by such Person or in connection with any other transaction (whether or not yet earned by performance on the part of such Person), including the right to receive the proceeds of said purchase orders and contracts; and (e) all collateral security and guarantees of any kind given by any other Person with respect to any of the foregoing.

“Activation Notice” shall have the meaning assigned it in Schedule C.

“Acquisition” shall mean, with respect to any Person, any purchase or other acquisition, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of (a) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of Shares in, such other Person) such that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates, (b) all or substantially all of the Property of any other Person, or (c) all or any material portion of all of any division, business, or operation or undertaking of any other Person as a going concern.

“Advances” shall mean, collectively, Revolving Credit Advances and Term Loan Advances, and “Advance” shall mean any Revolving Credit Advance or Term Loan Advance.

“Affiliate” shall mean, with respect to a Person: (a) each other Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Shares having ordinary voting power for the election of directors of such Person; (b) each other Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person; or (c) each of such Person’s officers, directors (or person having a similar function), joint venturers and partners. For the purpose of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” shall mean this Agreement including all appendices, exhibits or schedules attached or otherwise identified thereto, restatements and modifications and supplements thereto, and any appendices, exhibits or schedules to any of the foregoing, each as in effect at the time such reference becomes operative; provided, that except as specifically set forth in this Agreement, any reference to the Disclosure Schedules to this Agreement shall be deemed a reference to the Disclosure Schedules as in effect on the Closing Date or in a written amendment thereto executed by Borrower and Lender.

Schedule A - 1

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to a Credit Party or any of their subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to a Credit Party related to terrorism financing or money laundering, including any applicable provision of the Patriot Act.

“Applicable Laws” means, with respect to any Person, property, transaction or event, all present or future statutes, regulations, rules, orders, codes, treaties, conventions, judgments, awards, determinations and decrees of any governmental, regulatory, state, municipal, fiscal or monetary body or court of competent jurisdiction, in each case, having the force of law in any applicable jurisdiction.

“Appraisal Fees” shall have the meaning assigned to it in Schedule D.

“Authorized Officer” shall mean the president, chief financial officer, chief executive officer or such other officer or signatory of Borrower (as may be appointed by corporate resolution, in writing) as is acceptable to Lender.

“Availability Reserves” shall have the meaning assigned to it in the definition of Borrowing Base.

“Benefit Arrangement” shall mean at any time an “employee benefit plan”, within the meaning of Section 3(3) of ERISA, which is neither a Plan nor a Multiemployer Plan and which is maintained, sponsored or otherwise contributed to by any member of the ERISA Group.

“BIA” shall mean the Bankruptcy and Insolvency Act (Canada), and any successor act or statute, as in effect from time to time or at any time.

“Blocked Account Banks” shall mean Royal Bank of Canada.

“Blocked Accounts” shall mean each of the bank accounts of the Borrower and each other Credit Party that will be established and maintained, at its sole expense, with the Blocked Account Banks into which the Borrower and each other Credit Party will promptly deposit, or direct, all proceeds or funds arising from its operations.

“Blocked Accounts Agreement” shall have the meaning assigned it in Schedule C.

“Books and Records” shall mean all books, records, board minutes, contracts, licenses, insurance policies, environmental audits, business plans, files, computer files, computer discs and other data and software storage and media devices, accounting books and records, financial statements (actual and pro forma), filings with Governmental Authorities and any and all records and instruments relating to the Collateral or Borrower’s or any other Credit Party’s business.

“Borrower” shall mean the Person identified as such in the preamble of this Agreement and includes its successors.

“Borrowing Availability” shall mean, at any time: (a) in the case of the Revolving Credit Loan, the lesser of: (i) the then current Maximum Amount applicable to the Revolving Credit Loan; and (ii) the Revolving Credit Loan Borrowing Base; and (b) in the case of the Term Loan, the lesser of: (i) the Maximum Amount applicable to the Term Loan; and (ii) the Term Loan Borrowing Base.

“Borrowing Base” shall mean at any time an amount equal to the sum at such time of:

Schedule A - 2

plus

less

“Borrowing Base Certificate” shall mean a certificate in the form of Exhibit C.

Schedule A - 3

“Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in Toronto, Ontario or Vancouver, British Columbia.

“Canadian Dollar Interest Rate” shall mean 9.95% per annum.

“Canadian Dollars”, “CAD$” or “$” shall mean the lawful currency of Canada.

“Capital Expenditures” shall mean all payments or accruals (including Capital Lease Obligations) for any fixed assets or improvements or for replacements, substitutions or additions thereto, that have a useful life of more than one year and that are required to be capitalized under GAAP.

“Capital Lease” shall mean, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, either would be required to be classified and accounted for as a capital lease on a balance sheet of such Person or otherwise would be disclosed as such in a note to such balance sheet, other than, in the case of Borrower or any Credit Party, any such lease under which Borrower is the lessor.

“Capital Lease Obligation” shall mean, with respect to any Capital Lease, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease or otherwise be disclosed in a note to such balance sheet.

“Cash Coverage Ratio” shall mean the ratio of the following: (a) cash of the Credit Parties on hand as at the end of each Fiscal Quarter; to (b) (i) at the end of each Fiscal Quarter prior to the one (1) year anniversary of the Closing Date, Interest Expense of the Credit Parties during the most recent Fiscal Quarter multiplied by four (4), and (ii) at the end of each Fiscal Quarter from and after the one (1) year anniversary of the Closing Date, Interest Expense of the Credit Parties during for the immediately preceding four (4) Fiscal Quarter.

“CCAA” shall mean the Companies’ Creditors Arrangement Act (Canada) and any successor legislation thereto, as in effect from time to time or at any time.

“Change of Control” shall mean: (a) with respect to any Corporate Credit Party (other then the Borrower) on or after the Closing Date, any change to the legal or organizational structure of any Corporate Credit Party (other then the Borrower) or any change in the composition of its Shareholders as of the Closing Date shall occur which would result in the Borrower owning (directly or indirectly) less than 100% of any class of Shares of such Corporate Credit Party (other then the Borrower), or that any Person (or group of Persons acting in concert) shall otherwise acquire, directly or indirectly (including through Affiliates), the power to elect a majority of the board of directors of such Corporate Credit Party (other then the Borrower) or otherwise direct the management or affairs of such Corporate Credit Party (other then the Borrower) by obtaining proxies, entering into voting agreements or trusts, acquiring securities or otherwise; and (b) with respect to the Borrower, on or after the Closing Date, any change to the legal or organizational structure of the Borrower or any change in the composition of its Shareholders as of the Closing Date shall occur which would result in a Person owing 20% or more of any class of Shares of the Borrower, or that any Person (or group of Persons acting in concert) shall otherwise acquire, directly or indirectly (including through Affiliates), the power to elect a majority of the board of directors of the Borrower or otherwise direct the management or affairs of the Borrower by obtaining proxies, entering into voting agreements or trusts, acquiring securities or otherwise.

“Charges” shall mean all federal, provincial, state, county, city, municipal, local, foreign or other governmental or quasi-governmental taxes, levies, customs or other duties, assessments, charges, liens, and all additional charges, interest, penalties, expenses, claims or encumbrances upon or relating to: (a) the Collateral; (b) the Obligations; (c) the employees, payroll, income or gross receipts of any Credit Party; (d) the ownership or use of any assets by any Credit Party; or (e) any other aspect of any Credit Party’s business as well as any and all amounts at any time due and payable by any Credit Party to and/or in respect of any Plan (whether as a result of under-funding or otherwise).

Schedule A - 4

“Chattel Paper” shall mean a writing or writings which evidence both a monetary obligation and a security interest in or lease of specific goods, but a charter or other contract involving the use or hire of a vessel is not Chattel Paper. When a transaction is evidenced by both such a security agreement or a lease and by an instrument or a series of instruments, the group of writings then together constitutes Chattel Paper.

“Clearance Costs” shall mean any and all amounts in respect of the purchase and transportation of such Inventory or Equipment, as applicable, including duty, freight, brokerage fees, insurance and other similar costs, other than the purchase price.

“Closing Date” shall mean the Business Day on which the conditions precedent set forth in Section 2 – have been satisfied or waived in writing by Lender and the initial Loan has been made.

“Code” means the Internal Revenue Code of 1986 of the United States, as amended from time to time, and any successor statute and the rules and regulations promulgated thereunder.

“Collateral” shall mean all of the property and assets of each Credit Party, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest, including all of the following property in which it now has or at any time in the future may acquire any right, title or interest: all Accounts; all bank and deposit accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Shares and Investment Property; all Inventory and Equipment; all Goods; all Chattel Paper, Documents and Instruments; all Books and Records; all Intangibles; and to the extent not otherwise included, all Proceeds and products of all and any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, but excluding in all events Hazardous Waste, together with any other collateral pledged to Lender or in respect of which Lender may acquire any Lien pursuant to each other Loan Document.

“Collateral Monitoring Fee” shall have the meaning assigned to it in Schedule D.

“Commitment Termination Date” shall mean the earlier of: (a) the Maturity Date; and (b) the date Lender’s obligation to advance funds, or otherwise extend or continue any credit hereunder is otherwise terminated pursuant to the terms hereof.

“Compliance Certificate” shall mean a certificate in the form of Exhibit D.

“Contracts” shall mean all the contracts, undertakings, or agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under which any Person may now or hereafter have any right, title or interest, including any agreement relating to the terms of payment or the terms of performance of any Account.

“Contractual Obligation” shall mean as to any Person, any provision of any security issued by such Person or of any agreement, instrument, or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Copyright License” shall mean rights under any written agreement now owned or hereafter acquired by any Person granting the right to use any Copyright or Copyright registration.

“Copyrights” shall mean all of the following now owned or hereafter acquired by any Person: (a) all copyrights in any original work of authorship fixed in any tangible medium of expression, now known or later developed, all registrations and applications for registration of any such copyrights in the United States, Canada or any other country, including registrations, recordings and applications, and supplemental registrations, recordings, and applications in the United States Copyright Office or in the applicable office in Canada; and (b) all Proceeds of the foregoing, including license royalties and proceeds of infringement suits, the right to sue for past, present and future infringements, all rights corresponding thereto throughout the world and all renewals and extensions thereof.

Schedule A - 5

“Credit Party Facilities” means, collectively, the Rupert Facility, the Patterson Facility and any of the Credit Parties’ other facilities from time to time.

“Credit Party” shall mean Borrower and each Guarantor.

“Default” shall mean the occurrence of any Event of Default or event which, with the passage of time or notice or both, would, unless cured or waived, become an Event of Default.

“Default Rate” shall have the meaning assigned to it in Section 1.5(d).

“Disbursement Accounts” shall have the meaning assigned to it in Schedule C.

“Documents” shall mean all documents of title (as defined in PPSA), now owned or hereafter acquired by any Person, wherever located, including all bills of lading, dock warrants, dock receipts, warehouse receipts, and other documents of title, whether negotiable or non-negotiable.

“EBITDA” shall mean, for any period, the Net Income (Loss) for such period plus interest expense, unrealized foreign exchange losses, income tax expense, amortization expense, depreciation expense, and minus unrealized foreign exchange gains, for such period, determined in accordance with GAAP and to the extent included in the determination of such Net Income (Loss).

“Eligible Accounts” shall mean as at the date of determination, all Accounts of Credit Parties except any Account:

Schedule A - 6

Schedule A - 7

“Eligible Equipment” shall mean as at the date of determination, all Equipment of Credit Parties which meets the following criteria:

Schedule A - 8