Exhibit 2.1

CONFIDENTIAL
Execution Version

ARRANGEMENT AGREEMENT

between

CYBERCATCH HOLDINGS, INC.

and

Datavault AI Inc.

and

1602628 B.C. Ltd.

dated as of

August 17, 2026

TABLE OF CONTENTS

Page

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT dated August 17, 2026,

BETWEEN:

CyberCatch Holdings, Inc., a corporation existing under the laws of the Province of British Columbia (the “Company”)

- and -

Datavault AI Inc., a corporation existing under the laws of the State of Delaware (the “Parent”)

- and -

1602628 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia (the “Purchaser”)

WHEREAS:

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I.
Interpretation

Section 1.01     Definitions

As used in this Agreement, the following terms have the following meanings:

“Acquisition Proposal” means, other than the Arrangement and any transaction involving only the Company, on the one hand, and/or one or more of its wholly-owned Subsidiaries, on the other hand, any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons “acting jointly or in concert” (within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids) other than the Parent or the Purchaser (or any Affiliate of the Parent or the Purchaser) relating to:

in each case of (a), (b) or (c), whether by way of take-over bid, tender offer, exchange offer, treasury issuance, plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, share or asset purchase, liquidation, dissolution, winding up or other transaction involving the Company or any of its Subsidiaries, and whether in a single transaction or a series of related transactions.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person, and, for purposes of this Agreement, “control” shall include the possession, directly or indirectly, of the power to direct or cause the direction of the policies, management and affairs of the Person, whether through the ownership of voting securities, by contract or otherwise, including with respect to any general partner of another Person with the power to direct the policies, management and affairs of such Person.

“Agreement” means this arrangement agreement (including the schedules and exhibits hereto), as it may be amended, modified or supplemented from time to time in accordance with the terms hereof.

“AI Tools” means artificial intelligence technology or similar tools capable of performing tasks that typically require human intelligence, including but not limited to analyzing data, making predictions, classifying information, recognizing patterns, generating content (such as source code, text, images, audio, and synthetic data), or automating decision-making processes.

“Applicable Securities Laws” means such of the Canadian Securities Laws and the U.S. Securities Laws as are applicable to a transaction or a Person.

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

“Arrangement Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting substantially in the form set out in Schedule B.

“Associate” has the meaning specified in the Securities Act (British Columbia).

“Authorization” means, with respect to any Person, any order, permit, declaration, approval, certification, accreditation, consent, waiver, registration, licence, filing with or similar authorization of, or agreement with, any Governmental Entity, whether by expiry or termination of an applicable waiting period or otherwise, that is binding upon or applicable to such Person or its business, assets or securities.

“BCBCA” means the Business Corporations Act (British Columbia).

“Board” means the board of directors of the Company as constituted from time to time.

“Board Recommendation” has the meaning set forth in Section 2.03(b)(iv).

“Breaching Party” has the meaning set forth in Section 5.08(c).

“Bridge Loan” has the meaning set forth in Section 5.12(a).

“Business Day” means any day, other than a Saturday, a Sunday or a day on which major banks are closed for business in the City of Vancouver, British Columbia or the City of New York, New York.

“Canadian Securities Authorities” means the British Columbia Securities Commission and any other applicable securities commissions and securities regulatory authority of a province or territory of Canada.

“Canadian Securities Laws” means: (a) the Securities Act (British Columbia) and the equivalent legislation in each Province and Territory of Canada; (b) the rules, regulations, instruments and policies adopted by the securities regulatory authority of any Province or Territory of Canada, as amended from time to time; and (c) the policies of the TSXV, each as amended from time to time.

“Change in Recommendation” has the meaning set forth in Section 8.02(a)(iv)(B).

“Collective Agreement” means any collective bargaining agreement, letter of understanding, binding letter of intent or other Contract with any trade union, association which may qualify as a trade union, council of trade unions, employee association, employee bargaining agent or affiliated bargaining agent, which covers or would cover any Company Employee.

“Company” has the meaning set forth in the preamble.

“Company Circular” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Company Shareholders, the Company Warrantholders, the Company Optionholders and other Persons as required by the Interim Order and Law in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“Company Constating Documents” means the notice of articles and articles of the Company, as they may be amended from time to time.

“Company Employees” means the officers and employees of the Company and/or any of its Subsidiaries.

“Company Filings” means all documents publicly filed by or on behalf of the Company on SEDAR+.

“Company Intellectual Property” means all Intellectual Property owned or purported to be owned, used or held for use or practiced by the Company or any of its Subsidiaries.

“Company Lease” means any Contract by which the Company or any of its Subsidiaries leases, subleases, licenses, or otherwise uses or occupies the Company Leased Property, including all amendments, modifications, supplements, guarantees, registrations and non-disturbance agreements in connection therewith.

“Company Leased Property” means any real or immovable property leased, subleased, licensed or otherwise used or occupied by the Company or any of its Subsidiaries.

“Company Meeting” means the annual general and special meeting of Company Shareholders, Company Warrantholders and Company Optionholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Parent.

“Company Option Plan” means the Company’s share option plan dated for reference April 12, 2023 (and all amendments, restatements and modifications thereto).

“Company Optionholders” means the registered and/or beneficial owners of the Company Options, as the context requires.

“Company Options” means the outstanding options to purchase Company Shares issued pursuant to the Company Option Plan.

“Company Owned Intellectual Property" means (i) all Intellectual Property owned or purportedly owned by the Company or its Subsidiaries and (ii) Intellectual Property in-licensed exclusively to the Company or its Subsidiaries.

“Company Products” means all products or services that have been or are currently sold, licensed, provided, supported, distributed or otherwise disposed of by the Company or its Subsidiaries, including all products or services in development.

“Company Share” means a common share in the capital of the Company.

“Company Shareholders” means the registered and/or beneficial owners of the Company Shares, as the context requires.

“Company Warrantholders” means the registered and/or beneficial owners of the Company Warrants, as the context requires.

“Company Warrants” means the outstanding common share purchase warrants of the Company.

“Confidentiality Agreement” means the mutual Confidentiality and Non-Disclosure Agreement executed on May 6, 2026 between the Parent and the Company.

“Consideration” means: (a) in respect of each Company Share, an amount equal to US$3.22, subject to adjustment in the manner and in the circumstances contemplated in Section 2.11; and (b) in respect of each Company Option, an amount equal to the amount, if any, by which US$3.22 exceeds the exercise price of such Company Option, in each case subject to adjustment to account for any additional costs and expenses of the Company and its Subsidiaries incurred as a result of the Transaction.

“Contract” means any written or oral agreement, commitment, engagement, contract, franchise, licence, lease, obligation, note, bond, mortgage, indenture, undertaking or joint venture to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“Corrupt Practices Legislation” has the meaning set forth in Section 3.01(ee).

“Court” means the Supreme Court of British Columbia.

“Current Insurance” has the meaning set forth in Section 5.09(a).

“Data Protection Laws” means all applicable Laws relating to the privacy, security or processing of Sensitive Information, including Canada’s Personal Information Protection and Electronic Documents Act, Quebec’s Law 25, the California Consumer Privacy Act and the cybersecurity requirements of the U.S. Defense Federal Acquisition Regulation Supplement.

“Data Room” means the virtual data room made available by the Company, the index of documents of which is attached to the Disclosure Letter.

“Depositary” means such Person as the Parent may appoint to act as depositary in relation to the Arrangement, in reasonable consultation with the Company.

“Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Company to the Parent and the Purchaser with this Agreement.

“Dissent Rights” means the rights of dissent in respect of the Arrangement as provided for in the Plan of Arrangement.

“Dissenting Holders” means a registered Company Shareholder that validly exercises Dissent Rights in respect of all Company Shares held by such Company Shareholder.

“Effective Date” has the meaning ascribed thereto in Section 1.01 of the Plan of Arrangement.

“Effective Time” has the meaning ascribed thereto in Section 1.01 of the Plan of Arrangement.

“Environmental Laws” means any Laws or other statutory requirements relating (i) to noise control, pollution (or the cleanup thereof), reclamation or the protection of natural resources, endangered or threatened species, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata), (ii) to the generation, management, manufacture, containment, production, installation, use, reuse, processing, handling, storage, treatment, distribution, transportation, disposal, recycling, reclamation, investigation, remediation or release of (or threatened release of) any Hazardous Substance, or (iii) recordkeeping, notification, disclosure and reporting requirements with respect to Hazardous Substances, and includes, for greater certainty, all Authorizations issued pursuant to any of the foregoing Laws or other statutory requirements.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations issued thereunder.

“ERISA Affiliate” means the Company and any predecessor of the Company and any other Person who constitutes or has constituted all or part of a controlled group or had been or is under common control with, or whose employees were or are treated as employed by, the Company and/or any predecessor of the Company, under Section 414 of the U.S. Tax Code.

"Evans & Evans" means Evans & Evans, Inc., fairness advisor to the Special Committee;

“Fairness Opinion” means the oral opinion of Evans & Evans, to be confirmed by written opinion, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken by Evans & Evans, the Consideration to be received by the Company Shareholders, the Company Warrantholders and the Company Optionholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders, Company Warrantholders and Company Optionholders, respectively, taken in the aggregate.

“Final Order” means the final order of the Court approving the Arrangement under Section 291 of the BCBCA, in form and substance acceptable to the Parties, acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Parties, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment is acceptable to the Parties, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied.

“GAAP” means the generally accepted accounting principles in the United States.

“Government Official” means, collectively, any officer, employee, official, representative, or any Person acting for or on behalf of any Governmental Entity or public international organization, any political party or official thereof and any candidate for political office.

“Governmental Entity” means (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority or department, central bank, court, tribunal, arbitral or adjudicative body, commission, commissioner, cabinet, board, bureau, minister, ministry, governor-in-council, agency or instrumentality, domestic or foreign; (b) any subdivision, agent or authority of any of the foregoing; (c) any quasi-governmental, administrative or private body, including any tribunal, commission, committee, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange (including the TSXV and Nasdaq).

“GST/HST” has the meaning set forth in Section 3.01(cc)(xvi).

“Harmful Code” is any “back door,” “drop dead device,” “time bomb,” “time lock,” “Trojan horse,” “virus,” “file infectors,” “boot sector infectors,” “surveillance software,” “data gathering or collecting software” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing, any of the following functions: (a) disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (b) erasing, damaging or destroying any data or file without the user’s consent.

“Hazardous Substances” means any material or substance that is regulated under Environmental Laws, including any material or substance that is prohibited, listed, defined, designated or classified as dangerous, hazardous, radioactive, explosive, corrosive, flammable, leachable, oxidizing, or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws, and including petroleum and all derivatives thereof or synthetic substitutes therefor (including polychlorinated biphenyls).

“IFRS” means generally accepted accounting principles as set out in the CPA Canada Handbook - Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards.

“Intellectual Property” means any and all intellectual property and intellectual property rights in any jurisdiction throughout the world, whether registered or unregistered, including: (a) patents, applications for patents and reissues, divisionals, continuations, renewals, re-examinations, extensions and continuations-in-part of patents or patent applications (collectively, “Patents”); (b) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, models, formulas, algorithms, processes, designs, technology, technical data, schematics, formulae and customer lists and documentation relating to any of the foregoing (collectively, “Trade Secrets”); (c) copyrights, copyright registrations and applications for copyright registration published and unpublished works of authorship (including databases and Software) (collectively, “Copyrights”); (d) integrated circuit topographies, integrated circuit topography registrations and applications, mask works, mask work registrations and applications for mask work registrations; (e) designs, design registrations, design registration applications, industrial designs, industrial design registrations and industrial design applications; (f) trade names, service marks, business names, corporate names, domain names, website names and world wide web addresses, social media handles and user names, and all registrations for and ownership rights in them, common law trademarks, trademark registrations, trademark applications, trade dress and logos, and the goodwill associated with any of the foregoing (collectively, “Trademarks”); (g) all software and firmware (including source code or object code form), databases, data collections, user interfaces, algorithms and related documentation and proprietary information or material of any type, and all derivatives, improvements and refinements thereof, howsoever recorded, or unrecorded (“Software”); and (h) any other intellectual property and industrial property and counterpart rights.

“Interim Order” means the interim order of the Court, in form and substance acceptable to the Parties, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties, each acting reasonably.

“International Trade Laws” means any applicable (i) Sanctions; (ii) export control Laws (including, the International Traffic in Arms Regulations (22 CFR §§ 120-130, as amended) and the Export Administration Regulations (15 CFR §§ 730-774, as amended)) and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws; (iii) Laws pertaining to imports and customs, to the extent applicable, including those administered by the Bureau of Customs and Border Protection in the U.S. Department of Homeland Security, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws; (iv) anti-boycott Laws, including those administered by the U.S. Department of Commerce and the U.S. Department of the Treasury, and (v) export, import and customs Laws of other jurisdictions the Company or its Subsidiaries have conducted and/or currently conduct business.

“IT Systems” means the computer, information technology, and data processing systems, facilities and services used by the Company or any of its Subsidiaries in the conduct of their respective businesses, including all software, systems hardware, servers, workstations, routers, hubs, switches, data lines, dashboards, portals, files, databases, networks, interfaces, platforms and related products, systems and services.

“Key Regulatory Approvals” means, in relation to the Company, the approval of the TSXV in respect of the Arrangement, subject only to the satisfaction of standard and customary conditions of the TSXV, and the grant of the Interim Order and the Final Order.

“Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, Order, injunction, judgment, award, decree, ruling or similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended, unless expressly specified otherwise.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, prior claim, assignment, statutory or deemed trust, lien (statutory or otherwise), or restriction or adverse right or claim, or other third-party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“Matching Period” has the meaning set forth in Section 6.04(a)(iv).

“Material Adverse Effect” means any one or more changes, events, occurrences, effects, state of facts or circumstances that, individually or in the aggregate, (i) is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, financial condition or liabilities (contingent or otherwise) of the Company and its Subsidiaries, on a consolidated basis, or (ii) would prevent, materially delay or materially impede the completion of the Arrangement or the ability of the Company to consummate the transactions contemplated by this Agreement on or before the Outside Date, except, in the case of clause (i) above, any change, event, occurrence, effect, state of facts or circumstances resulting from or arising in connection with:

provided further that (x) any change, effect, event or occurrence referred to in paragraphs (b) to (f) does not have a disproportionate effect on the Company and its Subsidiaries (on a consolidated basis) relative to comparable companies in the cybersecurity industry; and (y) references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a Material Adverse Effect has occurred.

“Material Contract” means any Contract:

“Maximum Amount” has the meaning set forth in Section 5.09(a).

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“Misrepresentation” has the meaning ascribed thereto under Applicable Securities Laws.

“Money Laundering Laws” has the meaning set forth in Section 3.01(ff).

“Nasdaq” means The Nasdaq Capital Market.

“OHSA” has the meaning set forth in Section 3.01(aa)(xii).

“Open Source Software” means any software (in source or object code form) that is subject to a license or other agreement commonly referred to as an open source, free software, copyleft or community source code license (including but not limited to any code or library licensed under the GNU General Public License, GNU Lesser General Public License, BSD License, Apache Software License, or any other public source code license arrangement) or any other similar license or agreement including without limitation any license defined as an open source license by the Open Source Initiative as set forth on www.opensource.org.

“Order” means any order, writ, judgment, decree, stipulation, determination, award, decision, sanction or ruling entered by or with any Governmental Entity.

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

“Outside Date” means February 17, 2027.

“Parent” has the meaning set forth in the preamble.

“Parties” means the Parent, the Purchaser and the Company, and “Party” means any one of them, as the context requires.

“Permitted Liens” means, in respect of the Company or any of its Subsidiaries, any one or more of the following: (a) Liens for Taxes that are not yet due and payable (or, if due and payable and delinquent, that are being contested in good faith by appropriate Proceedings and for which adequate accruals or reserves have been made in accordance with IFRS and provided that payment has been made so that the contest of any such Liens or Taxes does not subject the Company or any of its Subsidiaries to interest, penalty or forfeiture); (b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of assets; provided that, such Liens are related to obligations not due or delinquent, are not registered against title to any assets and in respect of which adequate holdbacks are being maintained as required by applicable Law; (c) the right reserved to or vested in any Governmental Entity by any statutory provision, or by the terms of any lease, licence, franchise, grant or permit of the Company or any of its Subsidiaries, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance; (d) easements, rights of way, servitudes and similar rights in land, including rights of way and servitudes for highways and other roads, railways, sewers, drains, pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, wires and cables that do not materially adversely affect the use and enjoyment of any real or immovable property; (e) ownership rights reserved by lessors under Company Leases; (f) ownership rights reserved by lessors under leases or licences for tangible personal property entered into with the Company or any of its Subsidiaries; and (g) Liens as listed and described in Section 1.01 of the Disclosure Letter.

“Person” includes any individual, partnership, limited partnership, association, body corporate, organization, joint venture, trust, estate, trustee, executor, administrator, legal representative or government (including any Governmental Entity), syndicate or other entity, whether or not having legal status.

“Personal Information” means any data or information in any media that is used or reasonably capable of being used alone or in conjunction with other information to identify an individual and any other data or information that constitutes personal data or personal information under any Law to which the Company or any of its Subsidiaries is subject.

“Plan of Arrangement” means the plan of arrangement in the form attached in Schedule A hereto with such modification, if any, to be agreed upon by the Parties acting in good faith promptly following the date of this Agreement, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Parent and the Company, each acting reasonably.

“Pre-Acquisition Reorganization” has the meaning set forth in Section 5.06(a).

“Proceeding” means any suit, claim, action, charge, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or known investigation commenced, brought, conducted or heard by or before any Governmental Entity.

“Purchaser” has the meaning set forth in the preamble.

“Regulatory Approvals” means any consent, waiver, permit, exemption, review, Order, decision, non-objection or approval of, or any registration, licence and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case required in relation to the Transactions.

“Related Party” has the meaning set forth in Section 3.01(q).

“Related Party Transaction” has the meaning set forth in Section 3.01(q).

“Reporting Jurisdictions” has the meaning set forth in Section 3.01(j)(i).

“Representative” means, in respect of any Person and, as applicable, any officer, director, trustee, partner, employee, representative (including any financial, legal or other advisor) or agent of such Person or of any of its Subsidiaries.

“Required Consents” has the meaning set forth in Section 7.02(d).

“Required Notices” has the meaning set forth in Section 7.02(d).

“Required Securityholder Approval” has the meaning set forth in Section 2.02(b).

“Sanctioned Country” means any country or region that is the target of comprehensive Sanctions (including, without limitation, Cuba, Iran, North Korea, and the Crimea, Donetsk and Luhansk regions of Ukraine).

“Sanctioned Person” means any Person that is the subject or target of sanctions or restrictions under International Trade Laws, including any Person (a) listed on any applicable Sanctions-related list, including, but not limited to, the U.S. Department of the Treasury Office of Foreign Assets Control's ("OFAC") Specially Designated Nationals and Blocked Persons List; (b) located, organized, or resident in a Sanctioned Country; and (c) that is, in the aggregate, 50 percent or greater owned, directly or indirectly, or otherwise controlled by a Person or Persons described in clauses (a)-(b).

“Sanctions” means any economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by Canada, the United States, (including, but not limited to, the U.S. Department of Commerce, the U.S. Department of State, and OFAC), the United Nations Security Council, the European Union or any member state thereof, the United Kingdom (including HM’s Treasury), or any other Governmental Entity with jurisdiction over any Party hereto.

“SEC” means the U.S. Securities Exchange Commission.

“Securities Authorities” means the Canadian Securities Authorities and the SEC, as applicable.

“SEDAR+” means the System for Electronic Document Analysis Retrieval + maintained by or on behalf of the Canadian Securities Administrators.

“Sensitive Information” means all Personal Information, confidential information, proprietary information, Intellectual Property, Controlled Unclassified Information and any other information protected by applicable Law or Contract that is collected, maintained, stored, transmitted, used, disclosed or processed by or on behalf of the Company or any of its Subsidiaries.

“Special Committee” means the special committee of the Board of the Company formed in connection with the Transactions.

“Subsidiary” with respect to any Person, any other Person of which such first Person (either alone or through or together with one or more of its other Subsidiaries) (a) owns, directly or indirectly, more than 50% of the shares or other equity interests the holders of which are (i) generally entitled to vote for the election of the board of directors or other governing body of such legal entity, or (ii) generally entitled to share in the profits or capital of such legal entity, or (b) controls or directs the management, whether through Contract or otherwise.

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal made after the date of this Agreement from a Person (other than the Parent or the Purchaser) or group of Persons “acting jointly or in concert” (within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids) to acquire not less than all of the outstanding Company Shares (other than Company Shares beneficially owned by such Person or group of Persons making the Acquisition Proposal) or all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis that:

“Superior Proposal Notice” has the meaning set forth in Section 6.04(a)(iii).

“Supporting Shareholders” means each of the Company’s directors and officers who are Company Shareholders, Company Warrantholders and Company Optionholders, and each of the Company Shareholders set forth on Section 1.01(b) of the Disclosure Letter.

“Tax Act” means the Income Tax Act (Canada).

“Tax” or “Taxes” means: (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, royalties, capital, capital stock, production, volume, quantity, recapture, transfer, land transfer, licence, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, provincial sales, use, value-added, fuel, carbon, excise, special assessment, stamp, withholding, business, franchising, real, immovable or personal or movable property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, countervailing, import or export, and including all licence and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts described in paragraph (a) above or this paragraph (b); (c) any liability for the payment of any amounts of the type described in paragraphs (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts described in paragraphs (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party, and in each case, whether disputed or not.

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, claims or refund filings and statements (including estimated tax returns and reports, withholding tax returns and reports and information returns and reports) made, prepared or filed or required to be filed in connection with the determination, assessment, collection or payment of any Tax or the implementation or enforcement of any Laws, regulation or administrative requirements relating to any Tax.

“Terminating Party” has the meaning set forth in Section 5.08(c).

“Termination Fee” has the meaning set forth in Section 8.04(b).

“Termination Fee Event” has the meaning set forth in Section 8.04(b)

“Termination Notice” has the meaning set forth in Section 5.08(c).

“Third-Party Beneficiaries” has the meaning set forth in Section 10.06.

“Transactions” means the transactions contemplated by this Agreement, including the Bridge Loan, and any ancillary documents, agreements or arrangements, including any schedules, exhibits or letters attached hereto or thereto.

“Transferred Personal Information” means the Personal Information disclosed or conveyed to the Parent and the Purchaser by or on behalf of the Company or any of its Subsidiaries, in relation to, as a result of or in connection with the Transactions, and includes all such Personal Information disclosed to the Parent and the Purchaser prior to the execution of this Agreement.

“TSXV” means the TSX Venture Exchange.

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“U.S. Securities Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“U.S. Securities Laws” means the U.S. Securities Act, the U.S. Securities Exchange Act and any applicable state securities laws.

“U.S. Tax Code” means the Internal Revenue Code of 1986, as amended.

“Voting and Support Agreements” means the agreements to vote in favour of the Arrangement Resolution dated the date of this Agreement and made between the Parent, the Purchaser and each of the Supporting Shareholders set forth in Section 1.01(b) of the Disclosure Letter.

“Willful Breach” means with respect to any representation, warranty, agreement or covenant in this Agreement, a breach of this Agreement that is a consequence of an act or omission by the Breaching Party with the actual knowledge that the taking of such act or failure to act, as applicable, would, or would reasonably be expected to, cause a breach of this Agreement.

Section 1.02     Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

Article II.
The Arrangement

Section 2.01     The Arrangement

The Parties agree to implement the Arrangement in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

Section 2.02     Interim Order

As soon as reasonably practicable after the date of this Agreement, and in any event in sufficient time to permit the Company Meeting to be held in accordance with Section 2.04, the Company shall apply in a manner and form acceptable to the Parent, acting reasonably, pursuant to Section 291 of the BCBCA and, in co-operation with the Parent, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:

Section 2.03     Company Circular

Section 2.04     Company Meeting

Subject to the receipt of the Interim Order and the terms of this Agreement and the Interim Order, the Company shall:

Section 2.05     Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 291 of the BCBCA, as soon as reasonably practicable, but in any event not later than three (3) Business Days after the Arrangement Resolution is passed at the Company Meeting or within such other period as the Parties may agree in writing, acting reasonably, and after providing notice to the Company Shareholders of their right to participate at such hearing of the Court with respect to the application and issuance of the Final Order.

Section 2.06     Court Proceedings

In connection with all Proceedings relating to obtaining the Interim Order and the Final Order, the Company shall, subject to the terms of this Agreement:

Section 2.07     Treatment of Convertible Securities

Subject to the Plan of Arrangement, pursuant to the Arrangement:

Section 2.08     The Arrangement and Effective Date

The Parties agree that the Arrangement will be implemented in accordance with, and subject to the terms and conditions contained in, this Agreement and the Plan of Arrangement. From and after the Effective Time, the steps to be carried out pursuant to the Arrangement shall become effective in accordance with the Plan of Arrangement. The Effective Date shall occur on the date upon which the Parties agree in writing as the Effective Date or, in the absence of such agreement, ten (10) Business Days following the satisfaction or waiver (subject to Laws) of the last of the conditions set forth in Article VII (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver by the applicable Party or Parties in whose favour the condition is stipulated, of those conditions as of the Effective Date). The Arrangement shall be effective at the Effective Time on the Effective Date. From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by Law.

Section 2.09     Payment of Consideration

The Purchaser shall, prior to the Effective Time, deliver or cause to be delivered to the Depositary in escrow pending the Effective Time, cash in an aggregate amount sufficient to satisfy the aggregate Consideration payable at the Effective Time, as provided in the Plan of Arrangement (other than with respect to Company Shareholders exercising Dissent Rights).

Section 2.10     Withholdings

The Parties, the Depositary and any Person that makes a payment hereunder or under the Plan of Arrangement, as applicable, shall be entitled to deduct or withhold (or cause to be deducted or withheld) from any amount payable or otherwise deliverable to any Person hereunder or under the Plan of Arrangement and from all dividends, interest or other amounts payable to any Person (including, for greater certainty and as applicable, any Company Shareholder, and any Dissenting Holder) such amounts as any of the Parties or the Depositary or such other Person may be required or permitted to deduct or withhold therefrom under any provision of applicable Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement and the Plan of Arrangement as having been paid to the Person to whom such amounts would otherwise have been paid; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity.

Section 2.11     Adjustment to Consideration

Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time:

then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to the holders of Company Shares the same economic effect as contemplated by this Agreement and the Arrangement prior to such action, and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share, subject to further adjustment in accordance with this Section 2.11. For certainty, nothing in this Section 2.11 shall derogate from the covenants, terms and conditions in this Agreement or be construed to permit the Parent, the Purchaser, the Company or any of their respective Affiliates to take any action that is otherwise prohibited by the terms of this Agreement or to cure any breach or inaccuracy of any representation, warranty or covenant given by a Party under this Agreement.

Article III.
Representations and Warranties of the Company

Section 3.01     Representations and Warranties of the Company

Except as disclosed in the Disclosure Letter (it being expressly understood and agreed that the disclosure of any fact or item in any section of the Disclosure Letter shall be deemed to be an exception to (or, as applicable, disclosure for the purposes of) (i) the representations and warranties of the Company that are contained in the corresponding section of this Agreement and (ii) any other representation or warranty of the Company in this Agreement to which the relevance of such fact or item is reasonably apparent on its face), the Company represents and warrants to the Parent and the Purchaser as follows and acknowledges and agrees that the Parent and the Purchaser are relying upon such representations and warranties in connection with the entering of this Agreement and the consummation of the Arrangement:

Section 3.02     No Other Representations and Warranties

The Parent and the Purchaser agree and acknowledge that, except for the representations and warranties set forth in this Article III and the Disclosure Letter, neither the Company nor any other Person has made or makes any other representation and warranty (written or express or implied) on behalf of the Company with respect to the Company or any of its Subsidiaries with respect to any other information provided to the Parent in connection with the Transactions.

Section 3.03     Survival of Representations and Warranties

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

Article IV.
Representations and Warranties of
the Parent and the Purchaser

Section 4.01     Representations and Warranties

The Parent and the Purchaser jointly and severally represent and warrant to the Company as follows and acknowledge and agree that the Company is relying upon such representations and warranties in connection with the entering of this Agreement and the consummation of the Arrangement:

except for such contraventions, conflicts, violations or breaches that would not, individually or in the aggregate, materially impede the ability of the Parent and the Purchaser to complete the Arrangement and the other Transactions.

Section 4.02     No Other Representations and Warranties

The Company agrees and acknowledges that, except for the representations and warranties set forth in this Article IV, none of the Parent, the Purchaser or any other Person has made or makes any other representation and warranty (written or oral, express or implied, or at Law or in equity) on behalf of the Parent or the Purchaser.

Section 4.03     Survival of Representations and Warranties

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

Article V.
Covenants

Section 5.01     Conduct of Business of the Company

Section 5.02     Covenants of the Company Relating to the Arrangement

Section 5.03     Covenants of the Parent Relating to the Arrangement

Section 5.04     Regulatory Approvals

Section 5.05     Access to Information

From the date hereof until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, subject to applicable Law, the Company shall, and shall cause its Subsidiaries and their respective Representatives to, upon reasonable prior notice, give to the Parent and its Representatives access to their respective senior or technical personnel, offices, properties, facilities, contracts, assets, commitments, officers, books and records (including continuing access to the Data Room) of the Company and its Subsidiaries during normal business hours and promptly furnish to the Parent and its Representatives such financial, Tax and operating data and all other documents and information (including filings, schedules, reports, work papers and information) concerning its business, finances, operations, properties and personnel as the Parent may from time to time reasonably request. This Section 5.05 shall not require the Company or its Subsidiaries to permit any access, or to disclose any information that in the reasonable good faith judgment of the Company, after consultation with outside legal counsel, would be likely to (i) result in the violation of any Law by the Company or any of its Subsidiaries or (ii) jeopardize any attorney-client privilege claim that the Company or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information; provided that, the Parties shall use commercially reasonable efforts to find an alternative means of allowing disclosure of any such information to the extent doing so would not (in the reasonable good faith judgment of the Company, after consultation with outside counsel) be likely to result in any violation of any such Law or be likely to cause privilege to be waived with respect to such information. If the Company withholds any access or information pursuant to this Section 5.05, the Company shall promptly notify the Parent in writing of that fact, describe in reasonable detail (without disclosing the withheld information itself) the subject matter of, and the basis for withholding, such access or information, and use commercially reasonable efforts to implement any applicable “clean-room” or redacted-disclosure arrangement within five Business Days of the Parent’s request therefor. The Parent acknowledges that all information provided to it under this Section 5.05 or otherwise pursuant to this Agreement or in connection with the Transactions is subject to the Confidentiality Agreement that will remain in full force and effect in accordance with its terms notwithstanding any other provisions of this Agreement or any termination of this Agreement. Investigations made by or on behalf of the Parent, whether under this Section 5.05 or otherwise, will not waive, diminish the scope of or otherwise affect any representation or warranty made by the Company under this Agreement. The Company shall promptly deliver to the Parent a copy of the statements, accounts and information described in Section 5.05 of the Disclosure Letter.

Section 5.06     Pre-Acquisition Reorganization

Section 5.07     Public Communications

The Parties shall agree on the text of the news release to be issued by each of them to announce the execution of this Agreement. Each Party shall, and shall cause their respective Representatives and controlled-Affiliates to: (i) not issue any news release, investor presentation, shareholder letter, FAQ, script, or make any other written or oral communication, public statement or disclosure with respect to this Agreement or the Transactions, including in connection with the Company Meeting, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) give the other Party prior written notice and a reasonable opportunity to review and comment on all such disclosures and shall give reasonable consideration to any comments made by the other Party or its counsel. For the avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent in all material respects with the most recent news releases and other disclosure made by the Parties, provided that such information remains accurate as of such time. Notwithstanding the foregoing, the Parent shall have no obligation to consult the Company prior to any discussions with its shareholders and investors relating to this Agreement, the Arrangement or the transactions contemplated by this Agreement or in respect of any press release issued upon a Change in Recommendation in compliance with Article VI. The Parties acknowledge that the Company will file this Agreement (with such redactions as may be mutually agreed upon between the Company and the Parent, acting reasonably), and a material change report relating thereto on SEDAR+.

Section 5.08     Notice and Cure Provisions

Section 5.09     Insurance and Indemnification

Section 5.10     Tax Matters

The Company covenants and agrees until the Effective Date that it will, and will cause its Subsidiaries to: (i) duly and timely file with the appropriate Governmental Entity all Tax Returns required to be filed by any of them, which shall be correct and complete in all material respects; (ii) reasonably consult with the Parent with respect to the discretionary deductions to be claimed in respect of any such Tax Return where claiming such discretionary deductions would otherwise give rise to a loss for Tax purposes; and (iii) pay, withhold, collect and remit to the appropriate Governmental Entity in a timely fashion all amounts required to be so paid, withheld, collected or remitted. The Company shall, and shall cause its Subsidiaries to, keep the Parent reasonably informed of any events, discussions, notices or changes with respect to any Tax or regulatory audit or investigation or any other investigation by a Governmental Entity or Proceeding involving the Company or any of its Subsidiaries (other than ordinary course communications which could not reasonably be expected to be material to the Company and the Subsidiaries on a consolidated basis).

Section 5.11     Stock Exchange Delisting

Prior to the Effective Time, the Company shall cooperate with the Parent and take, or cause to be taken, all actions, or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Law and rules and policies of the TSXV to enable (i) the delisting by the Company of the Company Shares from the TSXV; and (ii) the Company to cease to be a reporting issuer under applicable Canadian Securities Laws, in each case as promptly as reasonably practicable after the consummation of all of the steps in the Plan of Arrangement.

Section 5.12     Bridge Loan

Section 5.13     Books and Records

Prior to the consummation of the Transactions as provided herein, the Company shall deliver to the Parent (1) the corporate minute books and records of the Company and its Subsidiaries, which shall contain the minutes of all meetings and resolutions of their respective boards of directors and each committee thereof and which have been maintained in accordance with applicable Laws, and (2) two (2) USB drives each containing true, complete and correct copies of each document made available in the Data Room.

Section 5.14     Warrants

As promptly as practicable following the date of this Agreement, the Company shall take all actions and cause its Subsidiaries to take all actions to do, or cause to be done, to comply with any requirements or obligations under the terms of the Company Warrants and the Company Options to effect the applicable provisions of this Agreement, including delivering any executed waivers or consents reasonably requested by the Parent.

Section 5.15     Transferred Personal Information

Article VI.
Additional Covenants Regarding Non-Solicitation

Section 6.01     Non-Solicitation

Section 6.02     Notification of Acquisition Proposals

If the Company or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any of its Subsidiaries (including information, access or disclosure relating to the properties, facilities, technology, books or records of the Company or any Subsidiary), the Company shall: (a) promptly notify the Parent, at first orally, and then promptly and in any event within 24 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request unredacted and copies of all documents, material and correspondence or other material received in respect of, from or on behalf of such Person; and (b) keep the Parent fully informed of the status of all material developments and discussions and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and (in any event within 24 hours) provide to the Parent unredacted copies of all documents, material and correspondence or other material received in respect thereof, from or on behalf of any such Person.

Section 6.03     Responding to an Acquisition Proposal

Notwithstanding Section 6.01, if, at any time prior to obtaining the Required Securityholder Approval, the Company receives a bona fide unsolicited written Acquisition Proposal that did not result from or involve a breach of Section 6.01, the Company may engage in or participate in discussions or negotiations with the Person making such Acquisition Proposal and may provide copies of, access to, or disclosure of, confidential information, properties, facilities, technology, books or records of the Company or any of its Subsidiaries, in each case, if and only if:

Section 6.04     Right to Match

Section 6.05     Permitted Disclosure

Notwithstanding anything to the contrary set forth in this Agreement (including this Article VI), nothing shall prohibit the Board (or the Special Committee) from responding to an Acquisition Proposal through a directors’ circular under Applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal; provided that, the Company shall provide the Parent and its outside legal counsel with a reasonable opportunity to review the form and content of such disclosure and shall give reasonable consideration to any comments made by the Parent and its outside legal counsel and provided further that, provided that, notwithstanding that the Board (or the Special Committee) shall be permitted to make such disclosure, neither the Board nor the Special Committee shall not be permitted to make a Change in Recommendation, other than as permitted by Section 6.04(a).

Section 6.06     Breach by Subsidiaries and Representatives

Without limiting the generality of any other provision of this Article VI: (a) the Company shall advise its Subsidiaries and its and their Representatives of the prohibitions set out in this Article VI; (b) any violation of the restrictions set forth in Article VI by the Company, its Subsidiaries or its or their Representatives will be deemed to be a breach of this Article VI by the Company; and (c) the Company shall be responsible for any breach of this Article VI by its Subsidiaries and its and its Subsidiaries’ Representatives.

Section 6.07     Voting and Support Agreement

The Company shall use commercially reasonable efforts to obtain Voting and Support Agreements from certain Company Shareholders as mutually agreed upon by the Parties as soon as practicable following the date hereof.

Article VII.
Conditions

Section 7.01     Mutual Conditions

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

Section 7.02     Additional Conditions to the Obligations of the Parent and the Purchaser

The Parent and the Purchaser are not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Parent and the Purchaser and may only be waived, in whole or in part, by the Parent in its sole discretion:

Section 7.03     Additional Conditions to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

Section 7.04     Satisfaction of Conditions

The conditions precedent set out in Section 7.01, Section 7.02 and Section 7.03 will be conclusively deemed to have been satisfied, waived or released at the Effective Time. For greater certainty, and notwithstanding the terms of any escrow arrangement entered into between the Purchaser and the Depositary, all funds held in escrow by the Depositary pursuant to Section 2.09 shall be released from escrow, without any further act or formality required on the part of any Person, at the Effective Time.

Article VIII.
Term and Termination

Section 8.01     Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

Section 8.02     Termination

Section 8.03     Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 8.01 or Section 8.02, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, Representative or consultant of such Party) except that: (a) in the event of any termination under Section 8.01 as a result of the occurrence of the Effective Time, Section 2.10, Section 5.09, this Section 8.03, Article IX and Article X (and any related definitions contained in any such Sections or Article) shall survive such termination; and (b) in the event of any termination under Section 8.02, Section 5.05, this Section 8.03, Section 8.04, Article IX and Article X (and any related definitions contained in any such Sections or Article) shall survive such termination. Notwithstanding anything in this Agreement to the contrary, no Party shall be relieved of any liability for any Willful Breach by it of this Agreement.

Section 8.04     Termination Fee

For purposes of this Section 8.04(b)(iv), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.01, except that references to “20% or more” shall be deemed to be references to “50% or more”.

Article IX.
Expenses

Section 9.01     Expenses

Article X.
General Provisions

Section 10.01     Amendments

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

Section 10.02     Notices

Any notice or other communication given regarding the matters contemplated by this Agreement will be sufficient if in writing and (i) hand delivered, (ii) sent by certified or registered mail, (iii) sent by express courier or (iv) sent by email, and addressed as follows:

Any notice or other communication is deemed to be given and received on the day on which it was delivered or, in the case of notices or other communications transmitted by email, transmitted (or if such day is not a Business Day or if such notice or communication was delivered or transmitted after 5:00 p.m. (local time in the place of receipt) on the next following Business Day); provided that, if sent by email, no automatic “bounce back” or similar automatic message of non-delivery is received with respect thereto.

Section 10.03      Time of the Essence

Time is of the essence in this Agreement.

Section 10.04     Further Assurances

Subject to the provisions of this Agreement, the Parties will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other Party may, either before or after the Effective Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

Section 10.05     Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce compliance with the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at Law or in equity. Subject to Section 8.04(d), such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at Law or equity to each of the Parties. The Parties acknowledge and agree that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the Parties would have entered into this Agreement

Section 10.06     Third-Party Beneficiaries

Section 10.07     Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 10.08     Entire Agreement

This Agreement, together with the Disclosure Letter and the Confidentiality Agreement, constitute the entire agreement between the Parties with respect to the Transactions and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the Transactions. The Parties acknowledge and agree that the binding letter of intent dated April 29, 2026 between the Company and the Parent was terminated upon the execution and delivery of this Agreement and is no longer of any force or effect.

Section 10.09     Successors and Assigns

This Agreement becomes effective only when executed by the Parties. After that time, it will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party, except that the Parent or the Purchaser may assign all or any portion of its rights and obligations under this Agreement without the consent of the Company (A) to any of its direct or indirect wholly owned Subsidiaries; provided that (a) such assignment does not delay the consummation of the Transactions, (b) such assignment shall not release the assignor of any of its obligations or liabilities hereunder and (c) the assignee shall remain jointly and severally liable with the assignor hereunder; (B) from and after the Effective Time, to its lenders providing financing to the Parent or the Purchaser for collateral security purposes; or (C) from and after the Effective Time, to any Person that acquires all or substantially all of the assets or outstanding voting securities of the Parent or the Purchaser.

Section 10.10     Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any provision is illegal, invalid or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 10.11     Governing Law; Submission to Jurisdiction

This Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the Province of British Columbia; provided that, all matters relating to the internal corporate affairs of the Parent shall be governed by the General Corporation Law of the State of Delaware and applicable U.S. federal securities Laws. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the courts of the Province of British Columbia and waives objection to the venue of any Proceeding in such court or that such court provides an inconvenient forum. Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in the Province of British Columbia, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the Province of British Columbia as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient.

Section 10.12     Rules of Construction

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

Section 10.13     No Liability

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

Section 10.14     Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by email, electronic or digital signature, .pdf, .tif, .gif, .jpg or similar attachment to email or by electronic signature service (any such delivery, an “Electronic Delivery”))) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed PDF or similar executed electronic copy of this Agreement, and such PDF or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties. No Party hereto may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a Contract, and each party hereto forever waives any such defense, except to the extent such defense relates to lack of authenticity.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have executed this Arrangement Agreement as of the date first written above.

Schedule A
Plan of Arrangement

(attached)

PLAN OF ARRANGEMENT UNDER SECTION 288
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1
definitions and INTERPRETATION

1.1  Definitions. Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

1.2  Interpretation Not Affected by Headings, etc. The division of this Plan of Arrangement into sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references in this Plan of Arrangement to a “Section” followed by a number and/or a letter refer to the specified section of this Plan of Arrangement. Unless otherwise indicated, the terms “this Plan of Arrangement”, “hereof”, “herein”, “hereunder” and “hereby” and similar expressions refer to this Plan of Arrangement as amended or supplemented from time to time pursuant to the applicable provisions hereof, and not to any particular section or other portion hereof.

1.3  Currency. All references to dollars or to $ are references to Canadian dollars unless stated as U.S. dollars, and all references to U.S. dollars shall be denoted as “US$”. In the event that any amounts are required to be converted from a foreign currency to Canadian dollars or vice versa, such amounts shall be converted using the most recent closing exchange rate of The Bank of Canada available before the relevant calculation date.

1.4  Number, etc. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

1.5  Construction. In this Plan of Arrangement unless otherwise indicated:

1.6  Time. Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or in any Letter of Transmittal contemplated herein are local time Vancouver, British Columbia unless otherwise stipulated herein or therein.

Article 2
ARRANGEMENT

2.1  Arrangement Agreement. This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a part of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

2.2  Binding Effect. This Plan of Arrangement shall become effective at, and be binding at and immediately after, the Effective Time on: (a) the Company; (b) the Company Securityholders (including Dissenting Shareholders); (c) the Parent; (d) the Purchaser; and (e) the Depositary.

2.3  Arrangement. Commencing at the Effective Time, the following shall occur and shall be deemed to occur sequentially, in two-minute intervals (except where otherwise indicated), in the following order and without any further authorization, act or formality unless stated otherwise:

2.4  Rounding of Cash. In any case where the aggregate cash consideration payable to a particular Person under the Arrangement would, but for this provision, include a fraction of a cent, the consideration payable shall be rounded down to the nearest whole cent (and, if such rounding down would result in consideration payable of zero cents, no consideration shall be payable).

Article 3
RIGHTS OF DISSENT

3.1  Rights of Dissent

but in no case shall the Parent, the Purchaser, the Company or any other Person be required to recognize such Persons as holders of Company Shares after the Effective Time, and the names of such Persons shall be deleted from the registers of holders of Company Shares at the Effective Time.

Article 4
DELIVERY OF CONSIDERATION

4.1  Delivery of Consideration

4.2  Lost Certificates. In the event any Certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares that were exchanged pursuant to Section 2.3(b) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Depositary will pay in exchange for such lost, stolen or destroyed certificate the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom the Consideration is to be paid shall, as a condition precedent to the payment thereof, give a bond satisfactory to the Parent and its transfer agent and the Depositary in such sum as the Parent direct or otherwise indemnify the Parent, its transfer agent and the Depositary in a manner satisfactory to the Parent, its transfer agent and the Depositary against any claim that may be made against the Parent, its transfer agent and/or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3  Extinction of Rights. Any Certificate or book-entry advice statements which immediately prior to the Effective Time represented outstanding Company Shares that were exchanged pursuant to Section 2.3(b) and not deposited, with all other instruments required by Section 4.1 on or prior to the second anniversary of the Effective Date shall cease to represent a claim or interest of any kind or nature against the Parent, the Purchaser or the Company. On such date, the Consideration to which the former registered holder of the Certificate referred to in the preceding sentence was ultimately entitled shall be deemed to have been surrendered to the Purchaser together with all entitlements to interest thereon held for such former registered holder. None of the Parent, the Purchaser, the Company or the Depositary shall be liable to any person in respect of any Consideration (or interest in respect thereof) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

4.4  Withholding Rights. The Parent, the Purchaser and the Depositary shall be entitled to deduct and withhold from the Consideration and any other amounts otherwise payable pursuant hereunder (whether in cash or kind) such amounts as the applicable party may be required to deduct and withhold therefrom under any applicable Law in respect of Taxes; provided, however, that before making any deduction or withholding pursuant to this Section 4.4, the Parent shall use commercially reasonable efforts to give the Company at least five (5) Business Days prior written notice of any anticipated deduction or withholding (together with any legal basis thereof) to provide the Company with sufficient opportunity to provide any forms or other documentation from the applicable equity holders or take such other steps in order to avoid such deduction or withholding. The Parent shall reasonably consult and cooperate with the Company or the applicable Company Shareholder in good faith to minimize or eliminate, to the extent permissible under applicable Law, the amount of any such deduction or withholding, including by cooperating with the submission of any certificates or forms to establish an exemption from, reduction in, or refund of any such deduction or withholding. To the extent that any amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes hereof as having been paid to the Person to whom such amounts would otherwise have been paid.

4.5  Interest. Under no circumstances shall interest accrue or be paid by the Parent, the Purchaser, the Company, the Depositary or any other Person to Persons depositing Certificates or Book-Entry Shares pursuant to this Plan of Arrangement in respect of Company Shares, or former holders of Company Options or Company Warrants, regardless of any delay in making any payment contemplated hereunder.

Article 5
AMENDMENTS

5.1  The Parent and the Company reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that each such amendment, modification and/or supplement must be: (a) set out in writing, (b) agreed to in writing by the Parent and the Company, (c) filed with the Court and, if made following the Company Meeting, approved by the Court (to the extent required by the Court), and (d) communicated to holders of Company Securities, if and as required by the Court.

5.2  Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at any time prior to the Company Meeting (provided that the Parent shall have previously consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

5.3  Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Company Meeting shall be effective only if (a) it is consented to in writing by each of the Company and the Parent, and (b) if required by the Court, it is consented to by holders of the Company Securities voting in the manner directed by the Court.

5.4  Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date by the Parent, provided that it concerns a matter which, in the reasonable opinions of the Parent, acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any holder of Company Securities.

5.5  The Parties, acting reasonably, agree to make all necessary consequential amendments to the Plan of Arrangement that are reasonably necessary to give effect to the foregoing.

Article 6
FURTHER ASSURANCES

6.1  Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done or executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out herein.

Article 7
PARAMOUNTCY

7.1  From and after the Effective Time:

all actions, causes of action, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any away relating to Company Shares, Company Options and Company Warrants shall be deemed to have been settled.

Schedule B
Arrangement Resolution

BE IT RESOLVED THAT: