Exhibit 6.6

SHARE PURCHASE AGREEMENT

between

2682534 Ontario Corporation

-and-

Joycelyn David

-and-

RAD Canadian Holdings, Inc.

dated

June 19, 2026

SHARE PURCHASE AGREEMENT

SHARE PURCHASE AGREEMENT dated as of June 19, 2026 (this “Agreement”) between RAD Canadian Holdings, Inc., a corporation existing under the laws of the Province of Ontario (the “Purchaser”), Joycelyn David, an individual residing in the Province of Ontario (the “Principal”) and 2682534 Ontario Corporation, a corporation existing under the laws of the Province of Ontario (the “Vendor”).

RECITALS

NOW THEREFORE, in consideration of the payment of the Purchase Price by the Purchaser to the Vendor, and the delivery of the Purchased Shares by the Vendor to the Purchaser, and the other representations, warranties, covenants and indemnities contained herein, the parties to this Agreement agree as follows:

Article 1
Definitions and Interpretation

Capitalized terms not otherwise defined herein will have the meaning and effect set out below.

“2019 Share Purchase Agreement” means the Share Purchase Agreement dated July 1, 2019 between the Vendor, 2307339 Ontario Inc., 2307336 Ontario Inc. and the Principal.

“Accounting Principles” means, in respect of the Estimated Closing Statement, the Closing Statement and the items to be computed therein, generally accepted accounting principles for private enterprises (commonly referred to as ASPE) as set out in Part II of the CPA Canada Handbook – Accounting, as applicable, at the relevant time, consistently applied.

“Acquisition Proposal” means any inquiry, proposal or offer by any Person relating to a merger, consolidation, share purchase, share exchange, issuance of securities, debt or equity financings, liquidation, recapitalization or other business combination involving the Vendor, any proposal or offer to acquire in any manner an interest in, or a portion of the Business, properties or assets of the Target (other than in the Ordinary Course of Business), any proposal or offer with respect to any recapitalization or restructuring with respect to the Target or any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to the Target or the Vendor.

“Adjustment Escrow Amount” means Two Hundred Ten Thousand Dollars ($210,000), plus any interest as may be accrued thereon.

“Affiliate” means, with respect to any Person, any (i) other Person directly or indirectly Controlled by or under common Control with such first Person, (ii) any Family Member of such individual Person or officer, director or manager of such non-individual Person, or (iii) any Person Controlled by or under common Control with any Person referred to in (i) or (ii) above.

“Ancillary Agreements” means, collectively, the Employment Agreement, Restrictive Covenants Agreements and all other agreements, certificates, instruments and documents contemplated herein or executed and delivered in connection with the Transaction.

“Annual Financial Statements” means the audited balance sheet of the Target as of June 30, 2024 and June 30, 2025 and the related statements of income, retained earnings, cash flows and changes in financial position for the years then ended and the notes to such financial statements.

“Applicable Law” means, with respect to a referenced Person or matter, any domestic or foreign statute, law (including the common law), ordinance, rule, regulation, restriction, regulatory policy or guideline, by law (zoning or otherwise), codes or standards of any Governmental Entity, common law obligation, or any Order, or any consent, exemption, approval or licence of any Governmental Entity, binding upon, or applicable to, such Person or matter.

“Applicable Privacy Laws” means any Applicable Laws or Orders applicable to the processing and secure protection of Personal Information which are applicable to all or any part of the Business and the Target, and all Applicable Laws and Orders related to breach notification, including the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (British Columbia), the Personal Information Protection Act (Alberta), and an Act respecting the protection of personal information in the private sector (Québec), as each may be amended, modified, restated or replaced from time to time and any applicable court judgments, rulings, findings, interpretation bulletins, guidance documents or fact sheets issued by any Governmental Entity.

“Authorization” means, with respect to any Person, any Order, license, permit, approval, consent, ruling, notification, waiver, certificate, certification, registration, authorization, right to do business, privilege, concession or franchise issued, granted, conferred or otherwise created: (i) by a Governmental Entity or required by Applicable Law; or (ii) by any standardization, association or certification body.

“Base Purchase Price” means Seven Million Three Hundred Fifty Thousand Dollars ($7,350,000).

“Books and Records” means all books, records, books of account, sales and purchase records, lists of customers, vendors, prospects and suppliers, Tax Returns and worksheets, correspondence with any Governmental Entity or external advisors relating to Taxes, business plans and projections, plans, Organizational Documents and all other documents, files, records and other data and information of the Target, including all data and information stored electronically or on other computer related media.

“Business” means the business carried on by the Target as of the date hereof, being the business of a multicultural marketing and media company.

“Business Day” means any day, other than a Saturday, Sunday or statutory holiday in the Province of Ontario, on which commercial banks in such Province are open for business.

“Capital and Equipment Leases” means, with respect to the Target, all capital Contracts, equipment Contracts and any other Contracts for the use or rent of an asset or equipment from a lessor.

“Cash” means, as of any applicable time of determination, all cash and cash equivalents held by the Target, calculated on a consolidated basis, which will be (i) reduced by any cash which is not freely usable by the Target because it is subject to (A) restrictions, limitations or Taxes on use or distribution by Applicable Law, Contract or otherwise, including restrictions on dividends and repatriations or any other form of restriction, (B) any amounts held in escrow or trust, including those posted or deposited with or in favour of any Governmental Entity, to support the Target’s financial responsibility or bonding requirements, (C) cash and cash equivalents held in respect of securing rent deposits or serving as collateral, (D) customer deposits, equipment deposits, refund claims and credits, (E) cash posted to support letters of credit or performance, (F) amounts held in escrow to secure any obligation of the Target, and (G) proceeds of any casualty loss with respect to any assets held or owned by the Target (to the extent that any such asset has not been repaid or replaced or the liability for the repair or replacement of such assets has not been paid or accrued as a current liability in Closing Working Capital) and (ii) adjusted for any other proper reconciling items under GAAP.

“CASL” means Canada’s Anti-Spam Law, being an act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act (Canada), the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada), as may be amended, modified, restated or replaced from time to time, and all demands, Orders, undertakings, and administrative penalties issued or compliance agreements of any Government Entities made under same.

“Closing” means the closing of the Transaction on the Closing Date, with effect as of 12:01 A.M. (Toronto time) on the Closing Date.

“Closing Cash” means the Cash as of immediately prior to Closing less any Cash used, transferred, distributed or otherwise applied (other than Cash used to pay current liabilities that are included in Closing Working Capital) between such time and the Closing.

“Closing Indebtedness” means the Indebtedness as at Closing.

“Closing Transaction Expenses” means all Transaction Expenses that are unpaid as at Closing.

“Closing Working Capital” means the Working Capital as at Closing.

“Collective Agreement” means any collective agreement, letter of understanding, letter of intent or other written communication with any labour union or employee association that governs the terms and conditions of employment of any Employee.

“Company Software” means all Software owned by the Target and all licenses for Software licensed by the Target, including the source code and object code thereof, and all documentation related to the Company Software.

“Confidential Information” means the non-public and proprietary information of the Target including non-public and proprietary Intellectual Property of the Target and non-public and proprietary information related to the Business and includes all information disclosed by or on behalf of the Vendor to the Purchaser orally, electronically, visually or in a tangible form. Confidential Information includes pricing, trade secrets, documentation, data, techniques, marketing plans, strategies, client lists, employee information, financial information and any Personal Information.

“Contract” means any agreement, undertaking, indenture, contract, lease, deed of trust, licence, option, instrument or other legally binding commitment, whether written or oral, other than an Authorization.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities, by contract or otherwise.

“Copyleft Software” means any software whose license requires, as a condition of use, modification or distribution of the Copyleft Software, that such Copyleft Software, or modifications or derivative works thereof: (i) be made available or distributed in source code form; or (ii) be licensed for the purposes of preparing derivative works or distribution at no fee. Copyleft licenses include all versions of the GNU General Public License, all versions of the GNU Lesser General Public License, the Mozilla Public License, the Common Development and Distribution License and the Eclipse Public License.

“COVID-19 Relief Programs” means the Canada Emergency Wage Subsidy, the Temporary Wage Subsidy, the Canada Emergency Rent Subsidy, the Canada Recovery Hiring Program, and any other novel coronavirus (COVID-19) related direct or indirect wage or rent subsidy offered by a Canadian federal, provincial, or local Governmental Entity.

“COVID-19 Returns” means any and all returns, reports, records, calculations, declarations, elections, attestations, notices, forms, designations, filings, and statements filed or required to be filed, or required to be kept on file in respect of CEWS.

“Damages” means, with respect to any Person, any loss, liabilities, damages, assessments, responsibilities, obligations, fines, penalties, Taxes, bonds, dues, assessments, fines, fees, costs (including costs of investigation, defense and enforcement of this Agreement), expenses or amounts paid in settlement or other expenses (whether or not involving a Third Party Claim or a Proceeding) including all costs, fees and expenses of legal counsel and other experts, suffered or incurred by such Person; provided, however, that “Damages” shall not include punitive, special and similar damages except to the extent awarded pursuant to a Third Party Claim.

“Deposit” means One Hundred Thousand Dollars ($100,000).

“Employee Plans” means all plans, programs, agreements and arrangements (whether oral or written, formal or informal, funded or unfunded) maintained for, available to or otherwise relating to the employees of the Target or which the Target maintains, sponsors, contributes to or funds or in respect of which the Target is in any way liable whether or not insured and whether or not subject to any Applicable Law, including retirement, savings, pensions, supplemental pensions, bonuses, profit sharing, deferred compensation, incentive compensation, share purchase, share appreciation, share option, welfare, life, accident, hospitalization, health, medical or dental treatment or expenses, disability, vision, employment or unemployment insurance benefits, employee loans, vacation pay, or other benefit plan, other than benefit plans established pursuant to statute.

“Employment Agreement” means the employment agreement between the Target and the Principal.

“Encumbrances” means any encumbrances, liens (statutory or otherwise), charges, hypothecs, pledges, mortgages, title retention devices, security interests of any nature, conditional sales, adverse claims, exceptions, restrictions, easements, encroachments, rights of way, rights of occupation, rights of first offer or refusal or similar rights, any matters capable of registration against title, options, rights of pre-emption, privileges, voting trusts or similar agreements of any kind or any contract to create any of the foregoing or demands of any nature whatsoever or howsoever arising.

“Escrow Agent” means Laurel Hill Escrow Services Company.

“Escrow Agreement” means the escrow agreement between the Purchaser, the Vendor and the Escrow Agent to be entered into on the Closing Date.

“Escrow Amount” means an amount in cash equal to the Indemnity Escrow Amount plus the Adjustment Escrow Amount, which will be held by the Escrow Agent pursuant to the terms and conditions of this Agreement and the Escrow Agreement.

“Family Member” means, in respect of an individual, any sibling, direct descendant (including adopted children or grandchildren), parent, grandparent or spouse of such individual, or any trust or other entity created for the benefit of such individual.

“Financial Statements” means, collectively, the Annual Financial Statements and the Interim Financial Statements.

“Fundamental Representations” means the representations and warranties set out in Section 3.1(a) (Capacity to Enter Agreement), Section 3.1(b) (Binding Obligation), Section 3.1(c)(i) (Absence of Conflict), Section 3.1(e) (Title to Purchased Shares), Section 3.1(h) (No Options; No Subsidiaries), Section 3.1(i) (No Other Agreements to Purchase), Section 3.1(j) (Corporate Existence of Corporation), Section (mm) (Non-Arm’s Length Transactions), Section 3.1(oo) (Brokers) and Section 3.1(pp) (Pre-Closing Reorganization).

“GAAP” means the United States generally accepted accounting principles, as applicable, at the relevant time, consistently applied.

“Governmental Entity” means any (i) international, multinational, national, federal, provincial, state, regional, municipal, local, or other government, governmental, or public department, central bank, court, tribunal, arbitral body, commission, commissioner, cabinet, board, bureau, minister, ministry, agency or instrumentality, domestic or foreign; (ii) any subdivision, agent or authority of any of the foregoing; (iii) quasi-governmental or private body including any tribunal, commission, regulatory agency or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) securities authority or stock exchange.

“GST/HST” means the goods and services tax or harmonized sales tax levied under Part IX of the Excise Tax Act (Canada) and any similar value-added or multi-staged Tax imposed by any province.

“Indebtedness” means, as of any applicable time of determination, without duplication and on a consolidated basis, the following: (i) all indebtedness for borrowed money including all amounts required to be paid to retire, satisfy or otherwise fully discharge the obligations of the Target under any debt instruments as of the Closing Date (or as of the first date thereafter on which the Target is permitted to do so in accordance with the terms of the documents governing such debt instruments); (ii) all liabilities evidenced by bonds, debentures, notes or other similar instruments or debt securities, including any shareholder loans; (iii) all liabilities under or in connection with letters of credit or bankers’ acceptances or similar items; (iv) all liabilities for deferred purchase price of property or services (other than those trade payables incurred in the Ordinary Course of Business and included in the calculation of Closing Working Capital) and all deferred purchase price liabilities related to past acquisitions, whether contingent or otherwise (including any “earn-out” or similar payments or obligations at the maximum amount payable in respect thereof); (v) all liabilities arising from cash/book overdrafts; (vi) all unpaid severance or termination obligations (including all unpaid bonuses, if any), including all employer Taxes related to such obligations; (vii) all accrued but unpaid vacation pay; (viii) the amount of all bonuses or other incentive compensation that have been or should have been accrued or are earned and unpaid for, or payable to, or for the benefit of, the directors, managers, officers, employees or consultants of the Target prior to or at the time of the Closing, including all employer Taxes related to any such bonuses or other incentive compensation; (ix) all liabilities under capitalized leases or leases that in accordance with GAAP are or will be required to be capitalized; (x) all liabilities under conditional sale or other title retention agreements; (xi) any net settlement amount in favor of any third-party to any interest rate or other hedging agreement; (xii) all accrued or unpaid income Taxes payable by the Target in respect of any Pre-Closing Tax Period; (xiii) all obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interests of the Target (including any declared dividends that remain outstanding as of the Closing); (xiv) all indebtedness of others guaranteed by the Target or secured by any Encumbrance on the assets of the Target; and (xv) the amount of underfunding of any Pension Plan or retiree welfare benefit plan. Notwithstanding the foregoing, (i) any amounts included in the computation of Working Capital or Transaction Expenses shall not be included in Indebtedness, and (ii) any amounts payable by the Vendor pursuant to the 2019 Share Purchase Agreement shall not be included in Indebtedness.

“Indemnity Escrow Amount” means Six Hundred Sixty One Thousand Five Hundred Dollars ($661,500), plus any interest as may be accrued thereto.

“Intellectual Property” means all intellectual property, industrial and proprietary rights, both statutory and under common law, in all jurisdictions worldwide, whether registered or unregistered, individually or collectively, including all rights in, to and under and all rights arising from or in respect of: (i) trade-marks, including all applications and registrations, service marks, common law trade-marks, trade dress, logos, and slogans, and the goodwill of the business symbolized thereby or associated therewith, and all common law rights to, all applications, registrations and renewals for or of, and all rights associated with any of the foregoing; (ii) all works of authorship (whether copyrightable or not), copyrights, copyrightable works, copyright registrations and registrations, renewals and applications related to the foregoing; (iii) patents, provisional patent applications, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (iv) trade names, business names, corporate names, all internet uniform resource locators, internet domain name registrations, website names and world wide web addresses, social media accounts and social media handles; (v) proprietary and non-public business information, including inventions (whether patentable or not and whether or not reduced to practice), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, show-how, methods, processes, designs, technology, technical data, schematics, formulae, recipes and customer lists, and documentation relating to any of the foregoing; (vi) all Software; (vii) all moral, economic and common law rights of authors and inventors, however denominated, throughout the world; (viii) anything that would constitute a “trade secret” under Applicable Law; (ix) all goodwill associated with any of the foregoing; (x) all income, royalties, Damages and payments now and hereinafter due and/or payable with respect to any of the foregoing, including Damages and payments for past or future infringements or misappropriations thereof; and (xi) all rights to sue for past, present and future infringements or misappropriations of any of the foregoing.

“Interim Financial Statements” means the unaudited balance sheet of the Target for the six month period ending on December 31, 2025 and the statements of income, cash flow and changes in shareholders’ equity of the Target for the period beginning on July 1, 2025 and ending on December 31, 2025.

“IT Assets” means any combination of the Software, computer hardware (whether general or special purpose), telecommunications systems and connections (including all voice, data, and video networks), computing platforms, data storage systems and other similar or related items of automated, computerized, and/or software systems and any other networks or systems and related services (including any of the foregoing provided or accessible on a cloud-based or similar model), information technology equipment and associated documentation that are used or relied on by the Target in the conduct and operation of the Business.

“Key Employees” means the Principal, Xixue (Shirley) Leng, Tonia Au, Ulyssis Enrico, Hassan Iqbal and Shaharyar Irfan.

“knowledge of the Vendor” means the actual or constructive knowledge that the Vendor and the Principal has or would have after due and diligent inquiry into the relevant matter.

“Latest Balance Sheet Date” means December 31, 2025.

“Material Adverse Effect” means any effect, occurrence, fact, condition or change, whether individually or in the aggregate, that has been or is reasonably expected to be materially adverse, either individually or in the aggregate: (i) to the operations, prospects, assets or condition (financial or otherwise) of the Target or the Business; or (ii) to the ability of any party to timely consummate the Transaction, except that, solely for the purposes of the foregoing clause (i) above, none of the following, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect” or a breach of a representation, warranty, covenant or agreement that is qualified by the term “Material Adverse Effect”: (a) any adoption, proposal, implementation or change in applicable accounting principles or any Applicable Law or any enforcement, implementation or interpretation thereof by any Governmental Entity, in each case after the date hereof; (b) any change in global, national or regional political or social conditions in Canada, including armed hostilities, national emergencies or acts of war (whether or not declared), sabotage or terrorism, changes in government or military actions, a pandemic or any escalation or worsening of any of the foregoing; (c) any change in financial, securities, commodity (including any increase in the price of raw materials) or credit markets generally (i.e. non-targeted and system-wide conditions) (including any disruption thereof, any decline in the price of any security or any market index, changes in prevailing interest rates or foreign exchange rates or the imposition of any tariffs or similar levies) or in general economic, business, regulatory or market conditions in Canada; (d) any change generally affecting the industries or market sectors in which the Target operates; (e) the negotiation, execution, announcement or performance of this Agreement or consummation of the transactions contemplated hereby or under the other Ancillary Agreements, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees, financing sources or Governmental Entities, the identity of the Purchaser or any communication of the plans or intentions of the Purchaser or its Affiliates (including in respect of employees) with respect to the business of the Target, provided that the foregoing shall not apply to the extent arising from any breach of this Agreement by the Vendor or failure of the Target to operate in the Ordinary Course of Business; (f) the failure of the Target to meet any internal or public projections, forecasts or estimates of performance, revenues or earnings (it being understood that the facts and circumstances that caused such failure shall not be excluded from the determination of whether a Material Adverse Effect has occurred); or (g) any action taken (or omitted to be taken) upon the written request or instruction of, or with the prior written consent of, the Purchaser; provided, however, that the matters described in clauses (a), (b), (c) and (d) shall be included in and taken into account in the definition of Material Adverse Effect to the extent any such matter has a disproportionate adverse effect on the Target relative to other participants in the same industry or are specifically directed at the Target.

“Open Source License” means any license meeting: (i) the Open Source Definition (as promulgated by the Open Source Initiative at http://opensource.org/) or the Free Software Foundation Definition (as promulgated by the Free Software Foundation at http://www.fsf.org/); or (ii) any substantially similar licenses, including any Copyleft Software.

“Open Source Software” means any software subject to an Open Source License.

“Order” means any order, notice, judgement, injunction, directive, decision, decree, award or writ of any court, tribunal, arbitrator, Governmental Entity, or other Person having jurisdiction of the relevant Person or matter.

“Ordinary Course of Business” means an action taken by any Person in the ordinary course of such Person’s business that: is consistent in all material respects with the past customs and practices of such Person (including past practice with respect to quantity, amount, magnitude and frequency, standard employment and payroll policies and past practice with respect to management of working capital and the making of capital expenditures) and that is taken in the ordinary course of the normal day-to-day operations of such Person.

“Organizational Documents” means, with respect to any Person (other than an individual): (i) the certificate or articles of incorporation, amalgamation or organization or certificate of formation and any joint venture, limited liability company, deed of trust, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person; and (ii) all by-laws, voting agreements, shareholders agreements and similar documents, instruments or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.

“Pension Plan” means each of the Employee Plans that is a “registered pension plan” as that term is defined in subsection 248(1) of the Tax Act or that is considered to be a pension plan or required to be registered under applicable pension standards legislation in Canada.

“Permitted Encumbrances” means only the following, in each case solely to the extent that (i) it does not arise from any breach, default, or violation by the Vendor, the Principal or any of their respective Affiliates, (ii) it does not secure any Indebtedness, and (iii) it does not, individually or in the aggregate, materially impair the current use, operation, or value of the applicable asset or result in a Material Adverse Effect: (a) any Encumbrance for Taxes not yet due or payable or being contested in good faith by appropriate proceedings diligently pursued and for which appropriate accruals have been established in the Financial Statements in accordance with GAAP, (ii) any easements, rights of way or other agreements for sewers, drains, gas and water mains or electric light and power or telephone, telecommunications or cable conduits, poles, wires and cables or other public utility, zoning, land use or other restriction, or bylaw regulations, development agreements, subdivision agreements, restrictive covenants, site plan agreements, building restrictions or ordinances of any Governmental Entity, including any such matter registered on title to the Premises or the title of landlords to the Target in respect to the Premises (provided that same shall be in compliance or in good standing, as the case may be), and any imperfection or minor defect of title of landlords to the Target in respect of the Premises which would not reasonably be expected to adversely affect title insurance coverage for the Premises or materially impair marketability or value, (iii) the rights of any landlord or any Person under the Pre-Closing Leases, and (iv) Encumbrances set out in Section 1.1 of the Disclosure Schedules.

“Person” means any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, limited liability company, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status.

“Personal Information” means information about an identifiable individual and includes: (i) any information with respect to which there is a reasonable basis to believe that the information can be used to identify an individual, including demographic information; and (ii) any information that is regulated or protected by one or more of the Applicable Privacy Laws and for greater clarity, includes all information held by the Vendor or the Target about an identifiable individual or that may identify an individual and includes all such information about an identifiable individual or that may identify an individual obtained by the Purchaser from, or on behalf of, the Vendor or the Target pursuant to this Agreement (including names, addresses, phone and fax numbers, e-mail addresses and any other form of personal information or personal health information) that the Purchaser may access, collect, use, disclose, transfer, process or store, including all information of or relating to current or former employees or customers of the Target, as applicable.

“Post-Closing Shareholders Agreement” means the shareholders agreement of the Target to be entered into on the Closing Date between the Target, the Purchaser, the Vendor and the Principal.

“Post-Closing Tax Period” of the Target means any taxation period of such entity that begins on or following the Closing Date.

“Pre-Closing Period” means the period from and following the date of this Agreement and up until the Closing.

“Pre-Closing Reorganization” means the pre-Closing transactions, acts and events set forth in the steps memorandum by BDO Canada LLP, attached hereto as Exhibit A.

“Pre-Closing Tax Period” means any taxation period that is not a Post-Closing Tax Period.

“Premises” means the Real Property leased, subleased, licensed or otherwise occupied by the Target pursuant to the Pre-Closing Leases or used in the Business.

“Privacy and Security Requirements” means: (i) all Applicable Privacy Laws; (ii) all applicable Privacy Contracts, and (iii) all applicable Privacy Policies.

“Privacy Contracts” means all Contracts between the Target and any Person that are applicable to the Processing of Personal Information or data.

“Privacy Policies” means all written policies applicable to the Target relating to the Processing of Personal Information, including all website and mobile application privacy policies.

“Proceeding” means any civil, criminal or administrative action, suit, claim, litigation, audit, inquiry, hearing, demand, investigation, order, complaint, charge, arbitration, assessment, reassessment or other similar proceeding, by, before or involving a Governmental Entity or arbitrator, whether brought at law or in equity.

“Process” or “Processing” means the creation, collection, use (including, for the purposes of sending telephone calls, text messages and emails), storage, maintenance, processing, recording, distribution, transfer, transmission, receipt, import, export, protection (including safeguarding, security measures and notification in the event of a Security Incident) and access.

“provided to the Purchaser” or “made available to the Purchaser” means information or documents actually disclosed in the virtual data room established by or for the Vendor for the Transaction so long as such information or document has been posted in the Data Room by 11:59 pm (Toronto time) at least five Business Days prior to the Closing Date.

“Purchased Shares” means the following which are issued and outstanding in the name of, and beneficially owned by, the Vendor: (i) seven hundred (700) Class C Common shares in the capital of the Target, representing seventy percent (70%) of the issued and outstanding shares of the Target immediately after Closing.

“Purchaser Indemnified Parties” means the Purchaser and its Affiliates and their respective officers, directors, employees and agents, general partners, limited partners, managers and management companies and after the Closing, Affiliates includes the Target and each of its Affiliates; provided, however, that “Purchaser Indemnified Parties” shall not include the Vendor or the Principal.

“Real Property” means all freehold lands and premises and interests therein, as well as all plant, buildings, structures, erections, improvements, appurtenances and fixtures situate thereon or forming part thereof, including easements.

“Representatives” means, with respect to any Person, such Person’s directors, officers, members, managers, employees, management, accountants, auditors, legal and financial advisors, consultants, agents, and other representatives.

“Retained Shares” means the following which are issued and outstanding in the name of, and beneficially owned by, the Vendor: (i) three hundred (300) Class C Common shares in the capital of the Target, representing thirty percent (30%) of the issued and outstanding shares of the Target immediately after Closing.

“Restrictive Covenants Agreement” means the restrictive covenants agreements to be entered into on the Closing Date in favour of the Purchaser and the Target from the Vendor and the Principal.

“Security Breach” means actual or suspected accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Information or data in contravention of Applicable Laws whether arising from a breach of the Target’s security safeguards or otherwise.

“Security Incident” means any attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations of IT Assets.

“Self-Help Code” means any back door, time bomb, drop dead device, or other Software routine designed to disable a computer program automatically with the passage of time or under the positive control of a Person other than the user of the program.

“Settled Claim” means any claim for indemnification under this Agreement which: (i) has been fully withdrawn by the Purchaser by notice to the Vendor or a court of competent jurisdiction, in writing; or (ii) has been finally determined by a court of competent jurisdiction with no right to appeal or pursuant to a settlement agreement between the Purchaser and the Vendor.

“Software” means all computer software programs and databases (and all derivative works, foreign language versions, enhancements, versions, releases, fixes, upgrades, and updates thereto), including software compilations, development tools, compilers, comments, user interfaces, menus, buttons and icons, application programming interfaces, files, data scripts, architecture, algorithms, higher level or “proprietary” languages and all related programming and user documentation, whether in source code, object code or human readable form, and manuals, design notes, programmers’ notes and other items and documentation related to or associated with any of the foregoing and all media and other tangible property necessary for the delivery or transfer thereof.

“Straddle Period” means any taxable period of the Target that begins prior to the Closing Date and ends after the Closing Date.

“Target Working Capital” means Eight Hundred Thousand Dollars ($800,000).

“Tax Act” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1. and the regulations adopted thereunder, as amended.

“Tax Returns” means any return, declaration, report, notice, designation, slip, election, claim for refund, or information return or statement relating to Taxes permitted or required to be filed with a Governmental Entity, including any schedule or attachment thereto, and including any amendment thereof.

“Taxes” or “Tax” means:

“Taxing Authority” means Canada Revenue Agency and any other Governmental Entity exercising any authority to impose, assess or collect any Tax or any other authority exercising Tax regulatory authority.

“Transaction” means the transactions that relate to, or that are entered into in connection with, the sale by the Vendor and the purchase by the Purchaser of the Purchased Shares as contemplated by this Agreement and the Ancillary Agreements.

“Transaction Expenses” means all fees, costs and expenses incurred, accrued or to be paid by the Target in connection with the Pre-Closing Reorganization, the Transaction or any alternative transaction that was contemplated by the Target prior to entering into this Agreement, including: (i) fees and disbursements of counsel, financial advisors, brokers, consultants and accountants to the extent incurred by the Target; (ii) all change of control, phantom stock payments closing, severance, termination, retention or similar bonuses, benefits or payments payable or owing to any officer, director, manager, member or Employee of the Target or any Governmental Entity or any other Person which arise due to the Transaction; (iii) any payroll Taxes payable by the Target in connection with any consideration payable under (ii) above; and (iv) any fees or expenses associated with obtaining the release and termination of any Encumbrances, in each case to the extent unpaid as of immediately prior to the Closing.

“Unauthorized Code” means any virus, Trojan horse, worm, or other software routines or hardware components designed to permit unauthorized access, to disable, erase, or otherwise harm Software, hardware or data.

“Working Capital” means, at any time, the amount of the difference between the current assets and current liabilities of the Target as determined in accordance with the Accounting Principles, consistently applied in a manner consistent with the Target’s historical accounting practices, and including only those line-items set out on Exhibit D as determined in accordance with the Accounting Principles, but excluding (i) any income Taxes receivable, and deferred Tax assets; (ii) any amounts included in the computation of Cash, Indebtedness or Transaction Expenses; and (iii) any assets or liabilities arising from unusual, non-recurring, or extraordinary items not consistent with the Ordinary Course of Business. For illustrative purposes only, Exhibit D sets out a sample calculation of Working Capital.

In this Agreement, except to the extent that the context otherwise requires:

Article 2
PURCHASE AND SALE OF THE PURCHASED SHARES

Subject to the terms and conditions of this Agreement, at Closing, the Vendor shall sell to the Purchaser and the Purchaser shall purchase from the Vendor all of the Purchased Shares, free and clear of all Encumbrances.

For greater certainty, the Estimated Closing Statement shall set forth each component of Estimated Closing Indebtedness and Estimated Transaction Expenses in reasonable detail, itemized by reference to each applicable category of Indebtedness and each applicable category of Transaction Expenses, respectively, in each case as defined in Section 1.1.

On the Closing, the Purchaser shall satisfy the Estimated Purchase Price as follows:

All cash payments being made pursuant to this Section 2.4 shall be made by wire transfer of immediately available funds.

The Purchaser and the Target shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Agreement any amounts that are required under the Tax Act or any Applicable Law to be deducted and withheld; provided that, except in respect of any compensatory payments, if the Purchaser determines that the Purchaser or the Target is required to deduct or withhold any amount pursuant to this Agreement: (a) the Purchaser shall use reasonably commercial efforts to provide the applicable recipient with written notice of such intent to deduct and withhold (together with information setting out the basis of such deduction or withholding), and (b) the parties hereto shall cooperate in good faith to minimize or eliminate any potential deduction. Any such amounts that are so deducted or withheld will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

The parties agree that (a) no portion of the Purchase Price will be allocated to any “restrictive covenant” as such term is defined in Section 56.4 of the Tax Act, (b) any restrictive covenant contained in this Agreement or any Ancillary Agreement has been granted to maintain or preserve the fair market value of the Purchased Shares, and (c) such allocation is solely for income Tax purposes and shall not be taken into account for any other purposes, including measuring losses resulting from the breach of any such covenant. The parties acknowledge that the Purchaser is not, and shall not be deemed to be, making any representation or warranty in respect of the application of sections 56.4 and 68 of the Tax Act. Notwithstanding the foregoing, nothing in this Section 2.6 shall diminish, limit or derogate from the validity or enforceability of any of such restrictive covenants and the Vendor and the Principal agree that they will not assert any claim that this Section 2.6 diminishes, limits or derogates from the validity or enforceability of such restrictive covenants in any manner whatsoever.

Any payment made pursuant to Section 2.7(c), (d) or (e) will be treated as an adjustment to the Purchase Price for all Tax purposes, and the Purchaser and the Vendor shall not take any position inconsistent with such treatment for any Tax purpose, subject to Applicable Law.

Article 3
REPRESENTATIONS AND WARRANTIES

The Vendor and the Principal hereby jointly and severally represent and warrant to the Purchaser as of the date hereof and as of the Closing, except for any representation and warranty that is made as of a specific date other than the date hereof which is made as of such date, subject only to such exceptions specifically disclosed in writing in the Disclosure Schedule attached hereto as Exhibit C (the “Disclosure Schedule”), as follows, and, notwithstanding any independent investigation by the Purchaser, acknowledge that the Purchaser is relying on the representations and warranties contained in this Section 3.1 in connection with its entry into this Agreement:

Except as set out in Schedule 3.1(q) of the Disclosure Schedule:

The Purchaser represents and warrants to the Vendor, as of the date hereof and as of the Closing, as follows and acknowledges that, notwithstanding any independent investigation by the Vendor, the Vendor is relying on the representations and warranties contained in this Section 3.2, as follows:

Article 4
pre-closing covenants

Subject to the terms of this Agreement, each party shall use commercially reasonable efforts to consummate and make effective the transactions contemplated by this Agreement (including satisfaction of the conditions set out in Article 5).

During the Pre-Closing Period, the Vendor covenants and agrees that, except as required by Applicable Law or otherwise pursuant to the terms of this Agreement:

The Vendor and the Principal shall cause the Target to, upon reasonable notice, make available to the Purchaser and its Representatives and, if requested by the Purchaser, provide a copy to the Purchaser of, at the sole cost and expense of the Purchaser, all title documents, Contracts, financial statements, policies, plans, reports, Orders, permits, books of account, accounting records, Organizational Documents, minute books, constating documents, shareholder registers, and all other documents, information or data relating to the Target and the Business, including all Books and Records, Tax, financial and operating data reasonably requested by the Purchaser and in the possession or control of the Vendor, the Principal or the Target (other than documents or information prepared by or for the Vendor or its advisors in connection with the sale process), provided that the foregoing review and inspection: (a) shall take place during regular business hours, (b) shall not unreasonably disrupt the conduct of the operations of the Business, (c) shall not result in a violation of any Applicable Law, Order, Contract or Authorization applicable to the Target, and (d) shall not jeopardize any attorney-client or other legal privilege; provided that the Vendor and the Principal shall use commercially reasonable efforts to provide access to relevant information in a manner that does not result in a loss of such privilege, and (e) shall remain subject to all existing confidentiality and non-disclosure obligations of the Purchaser and its Affiliates.

The Vendor and the Principal shall, and shall cause the Target to, co-operate with the Purchaser in arranging any meetings that the Purchaser, upon reasonable notice to the Vendor and during business hours, may reasonably request with:

for purposes reasonably related to the transactions contemplated by this Agreement. Notwithstanding the foregoing, provided the Vendor shall be entitled to deny or limit any request for access to any of the foregoing where the Vendor determines, acting reasonably and in good faith, that such access would reasonably be expected to: (i) materially disrupt the operation of the Business; (ii) materially adversely affect employee morale or retention; (iii) result in the premature disclosure of the transactions contemplated by this Agreement; or (iv) be materially detrimental to the Business or its material relationships with customers or suppliers. All such access shall be coordinated through the Vendor (or its designated representative), and the Vendor shall have the right to attend all meetings unless otherwise agreed to between the Purchaser and the Vendor.

No investigation by the Purchaser or any of its Representatives, including pursuant to this Section 4.3, shall have the effect of diminishing or waiving any representation or warranty made by the Vendor in Section 3.1 or the covenants or other obligations of the Vendor and the Principal set forth in this Agreement or any of the Ancillary Agreements.

During the Pre-Closing Period, neither the Vendor nor the Principal shall, nor shall they permit the Target to, nor shall they authorize any of their or the Target’s Representatives to, and shall direct their Representatives not, to directly or indirectly: (a) solicit, initiate or encourage, facilitate or take any action to facilitate any Acquisition Proposal or which is reasonably likely to lead to any Acquisition Proposal; (b) participate in any discussions or negotiations with, or furnish any information, to any Person, other than the Purchaser and its Representatives, relating to any Acquisition Proposal; or (c) enter into any agreement (whether or not binding) with respect to any Acquisition Proposal. The Vendor, the Principal and the Target shall immediately cease and cause to be terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. The Vendor and the Principal shall cause the Target to promptly notify the Purchaser in writing if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated and continued with the Vendor, the Principal, the Target or, to the knowledge of the Vendor, any of their Representatives, in each case in connection with an Acquisition Proposal. The Vendor and the Principal agree that the rights and remedies for non-compliance with this Section 4.4 shall include having such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Purchaser and that monetary damages would not provide an adequate remedy to the Purchaser.

Each party hereto shall give prompt written notice to the other parties of (a) any inaccuracy of or variance in any of its representations or warranties contained in Article 3, (b) any breach of any covenant or agreement hereunder by such party, and (c) any other material development affecting the ability of such party to consummate the transactions contemplated by this Agreement. Delivery of any such notice by any party hereto shall have no effect on the rights and obligations of the parties hereunder.

The Vendor and the Principal shall, and shall cause the Target to, give all required notices to third parties and use commercially reasonable efforts to obtain all required third party consents in connection with the matters contemplated by this Agreement.

The Vendor and the Principal each covenant and agree that during the Pre-Closing Period, each of them shall not sell, pledge, transfer or otherwise dispose of or subject to any Encumbrance, any of the Purchased Shares or any of the shares of the Vendor. The Vendor and the Principal covenant and agree that during the Pre-Closing Period none of them shall allow the Target to permit any pledge, transfer or other disposition, or allow any Encumbrance to be placed upon, the Purchased Shares.

Article 5
CONDITIONS OF CLOSING

The Purchaser shall not be obligated to complete the purchase of the Purchased Shares pursuant to this Agreement unless, at or before the Closing, each of the conditions listed below in this Section 5.1 has been satisfied or waived by the Purchaser, it being understood that the following conditions are included for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser:

The Vendor shall not be obligated to complete the transactions contemplated by this Agreement unless, at or before the Closing, each of the conditions listed below in this Section 5.2 has been satisfied, it being understood that the following conditions are included for the exclusive benefit of the Vendor and may be waived in whole or in part by the Vendor:

None of the parties to this Agreement will be obligated to complete the transactions contemplated by this Agreement unless, at Closing, no Proceeding will be pending or threatened by any Person or Governmental Entity, and no Applicable Law or Order will be in force, to restrain or prohibit completion of the Transaction.

Article 6
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations and warranties of the Vendor and the Principal contained in Section 3.1 will survive Closing and will continue in full force and effect for the benefit of the Purchaser as follows:

The representations and warranties of the Purchaser contained in Section 3.2 will survive the Closing and will continue in full force and effect for the benefit of the Vendor for a period of eighteen (18) months following the Closing Date, save and except that the representations and warranties contained in Section 3.2(a) (Corporate Existence of Purchaser; Capacity and Power), Section 3.2(b) (Binding Obligations) and Section 3.2(c) (Absence of Conflict) will survive for a period of seven (7) years.

An obligation to indemnify for Damages will continue after the end of the applicable survival period set forth in this Agreement if a claim for indemnification with respect to such Damages was made in accordance with this Agreement before the end of the applicable survival period. If a claim for indemnification is made in accordance with this Agreement before the end of the applicable survival period, then the party making the claim for indemnification may make subsequent claims for indemnification related to the same matter if the nature and extent of the Damages is not known at the time the claim for indemnification is made, even if such subsequent claims for indemnification are made after the expiry of the applicable survival period.

Nothing herein will limit any covenant or agreement of the parties that, by its terms or otherwise, contemplates performance after the Closing Date, all of which covenants and agreements will survive the Closing Date.

The parties acknowledge and agree that this Agreement is a “business agreement” under Section 22(5) of the Limitations Act, 2002 (Ontario) and that the parties have expressly agreed in this Article 6 to vary the limitations periods prescribed by such act. Notwithstanding the provisions of the Limitations Act, 2002 (Ontario) or any other Applicable Law, an indemnified Party may commence a Proceeding in respect of a claim arising from any inaccuracy or misrepresentation in, or breach of, any representation or warranty of a party hereto, as referred to in a claim asserted within the time periods stipulated in Section 6.1 or Section 6.2 at any time on or before the second anniversary of the last date upon which such claim is permitted to be asserted under Section 6.1 or Section 6.2.

Article 7
Indemnification

Subject to the terms and conditions of this Article 7, the Vendor and the Principal shall jointly and severally indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against any and all Damages incurred, sustained or suffered by the Purchaser Indemnified Parties (or any of them) as result of, in connection with, arising out of, with respect to or based upon:

Subject to the terms and conditions of this Article 7, the Purchaser shall indemnify, defend and hold harmless the Vendor from and against any and all Damages incurred, sustained or suffered by the Vendor as a result of, in connection with, arising out of, with respect to or based upon:

The party making a claim under this Article 7 shall be referred to as the “Indemnified Party”, and the party or parties against whom such claims are asserted under this Article 7 shall be referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.1 and Section 7.2 will be subject to the following limitations:

The Indemnified Party shall give the Indemnifying Party written notice of any claim for indemnification under this Article 7 which has not arisen in respect of a Third Party Claim (a “Direct Claim”). Any such notice will describe the breach or inaccuracy and other material facts and circumstances upon which such claim is based and the estimated amount of Damages involved, in each case, in reasonable detail in light of the facts then known to the Indemnified Party; provided however, that no defect in the information contained in such notice from the Indemnified Party to any Indemnifying Party will relieve such Indemnifying Party from any obligation under this Article 7, except to the extent such failure to include information known to the Indemnified Party actually and materially prejudices such Indemnifying Party. In the case of a Direct Claim, if the Indemnifying Party delivers a written notice to the Indemnified Party stating that it objects to such Direct Claim (a “Dispute Notice”) within fifteen (15) days of receipt of written notice of such Direct Claim, the Indemnifying Party will have thirty (30) days from delivery of the Dispute Notice within which to make such investigation as the Indemnifying Party considers necessary or desirable. If the Direct Claim has not been resolved prior to the expiration of such thirty (30) day period, the Indemnifying Party and the Indemnified Party will each be free to pursue such remedies as may be available to them on the terms and subject to the provisions of this Agreement. If the Indemnifying Party does not deliver a Dispute Notice within fifteen (15) days of receipt of written notice of such Direct Claim, the Damages set out in such notice will be deemed admitted by, and be valid and binding upon, the Indemnifying Party.

In the case of a Proceeding made or commenced by any Person other than a party to this Agreement or an Affiliate of a party hereto (including any Governmental Entity) in respect of which an Indemnified Party is entitled to indemnification from an Indemnifying Party under this Article 7 (a “Third Party Claim”), other than a claim for indemnification related to Taxes, which shall be governed by the provisions of Section 8.1, the provisions in the following paragraphs of this Section 7.5 apply:

No compromise or settlement of a Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s written consent (such consent not to be unreasonably withheld or delayed) unless: (a) there is no finding or admission of any violation by the Indemnified Party of any Applicable Laws or any rights of any Person; (b) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (c) such compromise or settlement results in the full and general release of all Indemnified Parties from all liabilities arising out of, relating to, or in connection with, such Third Party Claim.

Any indemnification payments made pursuant to this Agreement will be considered, to the extent permissible under Applicable Law, as adjustments to the Purchase Price for all Tax purposes.

Except as set forth in Section 10.6 and as further specified in this Section 7.8, from and after Closing, the rights of indemnity set out in this Article 7 are the sole and exclusive remedy of each party in respect of Damages it may suffer or incur as a result of, in respect of, or arising out of any incorrectness in or breach of any representation or warranty or any breach or non-fulfilment of any covenant or agreement on the part of any party contained in this Agreement, other than claims in respect of fraud. The foregoing will not prohibit a party from making any claim for fraud, specific performance or injunctive relief without regard to the provisions of this Section 7.8.

Notwithstanding any provision to the contrary in this Article 7 or elsewhere in this Agreement, any indemnification payment to be made to any Indemnified Party with respect to Damages pursuant to this Article 7 will be paid free and clear of all deductions and withholdings, save only as may be required by Applicable Law. If any deduction or withholding is required by Applicable Law to be made in respect of any sum payable under this Agreement, then the sum so payable will be increased by such amount as to ensure that the net sum received by the Person receiving payment will equal the full sum that such Person would have received in the absence of that requirement to make a deduction or withholding.

The Purchaser and Corporation are entitled to set-off any Damages subject to indemnification under this Agreement or arising under any Contract, instrument, certificate or other document delivered pursuant to this Agreement or in connection with the Transaction, against any amounts payable by the Purchaser and/or the Target to the Vendor or the Principal from time to time, including any payments under this Agreement or any of the Ancillary Agreements and including any dividends, distributions, redemption proceeds or other amounts otherwise payable by the Target in respect of the Retained Shares; provided, however, that the exercise of any such set-off right shall not constitute an admission of liability or agreement as to the validity or amount of the underlying claim, and the Vendor shall retain the right to dispute or contest such claim in accordance with this Agreement (it being understood that any such set-off shall remain effective pending resolution of any such dispute).

Article 8
POST-CLOSING COVENANTS

If, on or after the Closing Date, the Target obtains any refund of Taxes, in cash or through a reduction to Taxes payable for a Pre-Closing Tax Period, including any interest received or credited thereon (any such refund, a “Pre-Closing Tax Refund”), the Purchaser shall provide to the Vendor notice of the Pre-Closing Tax Refund (the “Refund Notice”) within twenty (20) Business Days of receiving the Pre-Closing Tax Refund and will pay to the Vendor an amount equal to the Pre-Closing Tax Refund, less any out-of-pocket expenses and any Taxes incurred or payable by the Target as a direct result of obtaining the Pre-Closing Tax Refund (and interest, if any, payable in respect of any such Taxes) to the extent not already reflected in the Estimated Closing Statement or Closing Statement, as applicable, by way of wire transfer of immediately available funds within five (5) Business Days of sending the Refund Notice. Any amounts payable under this Section 8.2 shall constitute an adjustment to the Purchase Price, subject to applicable law. Nothing in this Section 8.2 shall require that the Purchaser make any payment with respect to any Pre-Closing Tax Refund (and such Pre-Closing Tax Refund shall be for the benefit of the Purchaser) that is the result of the carrying back of any net operating loss, non-capital loss or other Tax attribute or Tax credit incurred or generated in any Post-Closing Tax Period. The Purchaser hereby agrees to cause the Target to use commercially reasonable efforts to apply for and pursue all Pre-Closing Tax Refunds in a manner consistent with the way the Target has historically been applying for and pursuing such refunds and credits.

No press release, public statement or announcement or other public disclosure (a “Public Statement”) with respect to this Agreement or the Transaction may be made by the Vendor, Principal or Purchaser except with the prior written consent and approval of the other parties, unless the Public Statement is required by Applicable Law or a Governmental Entity, in which case the Vendor, Principal or Purchaser, as applicable, shall use their reasonable best efforts to obtain the written approval of the other parties as to the form, nature and extent of the disclosure.

From and after the Closing, the Vendor and the Principal will treat and hold all of the Confidential Information and shall refrain from using any of the Confidential Information except in connection with this Agreement (including enforcement hereof), Tax-related matters and in the performance of the Principal’s duties for the Target pursuant to the Employment Agreement. In the event that the Vendor or the Principal is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, then the Vendor or the Principal, as the case may be, will notify the Purchaser promptly of the request or requirement so that the Purchaser may seek an appropriate protective Order or waive compliance with the provisions of this Section 8.4. If, in the absence of a protective Order or the receipt of a waiver hereunder, the Vendor or the Principal, as the case may be, is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Vendor or the Principal, as the case may be, may disclose the Confidential Information to the tribunal; provided, however, that the Vendor or the Principal, as the case may be, shall use its/her commercially reasonable efforts to obtain, at the reasonable request and expense of the Purchaser, an Order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information related to the Target required to be disclosed as the Purchaser shall designate. Notwithstanding the foregoing, nothing contained herein shall prevent any party from using Confidential Information in connection with any Tax-related matter or with respect to any legal proceeding related to the Target.

Except as otherwise set forth in this Agreement, the Purchaser will pay for its own fees and expenses and the Vendor and the Principal shall pay for their own fees and expenses as well as the fees and expenses of the Target which are, in each case, incurred in connection with the negotiation, preparation, execution and performance of this Agreement, the Ancillary Agreements, the Transaction and the agreements contemplated by them, including the fees and expenses of legal counsel, investment bankers and accountants.

Article 9
TERMINATION

This Agreement may be terminated as provided below:

In the event of the termination of this Agreement in accordance with this Article 9, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto, except:

Article 10
MISCELLANEOUS

If to the Vendor or the Principal, to:

Joycelyn David
[***]

Email: [***]

- with a copy to –

Dentons Canada LLP
99 Bank Street, Suite 1420
Ottawa, ON K1P 1H4

Attention: [***]
Email: [***]

If to the Purchaser, to:

RAD Canadian Holdings, Inc.
c/o Torkin Manes LLP
1500-151 Yonge Street
Toronto, Ontario, Canada
M5C 2W7

Attention: [***]
Email: [***]

- with a copy to –

Torkin Manes LLP
1500-151 Yonge Street
Toronto, Ontario, Canada
M5C 2W7

Attention: [***]
Email: [***]

Except pursuant to Article 7 (whereby each of the Purchaser Indemnified Parties are intended to be third party beneficiaries of the provisions of said Article), the Parties intend that this Agreement shall not benefit or create any right or cause of action in, or on behalf of, any Person other than the parties to this Agreement and no Person, other than the parties to this Agreement shall be entitled to rely on the provisions of this Agreement in any Proceeding or other forum.

The provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal legal representatives, successors and permitted assigns; provided however that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the Purchaser and the Vendor, as the case may be, except that the Purchaser may (a) assign this Agreement to one or more subsidiaries or Affiliates of the Purchaser, so long as the Purchaser guarantees all of the obligations under this Agreement of such subsidiaries or Affiliates, (b) grant security over its rights hereunder to any bank or other lender providing credit to Purchaser, and (c) to any successor by amalgamation, in each case, without the prior written consent of the Vendor.

This Agreement is and shall be deemed to be a contract entered into and made pursuant to the laws of the Province of Ontario and the laws of Canada applicable therein. In the event of any dispute regarding this Agreement, each party attorns and submits to the non-exclusive jurisdiction of the courts of the Province of Ontario.

This Agreement may be signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

This Agreement and each of the Ancillary Agreements entered into in connection with this Agreement constitute the entire agreement among the parties with respect to the subject matter of this Agreement and the Ancillary Agreements and supersedes all prior agreements understandings, negotiations and discussions, both oral and written, with respect to the subject matter hereof and thereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, statutory or otherwise, between the parties relating to the subject matter hereof and thereof except as specifically set forth in this Agreement and the Ancillary Agreements.

All dollar amounts referred to in this Agreement and all Schedules and Exhibits are in Canadian funds unless otherwise stated.

If one or more provisions of this Agreement are held to be unenforceable under Applicable Law, such provision will be excluded from this Agreement and the balance of the Agreement will be interpreted as if such provisions were so excluded and will be enforceable in accordance with its terms.

Each party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

Titles, headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

The signature of any of the parties may be evidenced by a scanned email or other electronic internet transmission copy of this Agreement bearing such signature.

The remainder of this page intentionally left blank.

WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

VENDOR:

PRINCIPAL:

PURCHASER:

Signature page to the Share Purchase Agreement

List of Exhibits

EXHIBIT A

Pre-Closing Reorganization

EXHIBIT B

Estimated Closing Statement

EXHIBIT C

Disclosure Schedule

EXHIBIT D

Sample Calculation of Working Capital

The Company agrees to furnish supplementally a copy of any omitted exhibit to the Commission upon request.