.2

GFL ENVIRONMENTAL INC.

as Purchaser

and

SECURE WASTE INFRASTRUCTURE CORP.

as Corporation

ARRANGEMENT AGREEMENT

Dated as of April 12, 2026

TABLE OF CONTENTS

Article 1
INTERPRETATION

ADDENDA

Schedule A – Plan of Arrangement

Schedule B – Arrangement Resolution

Schedule C – Representations and Warranties of the Corporation

Schedule D – Representations and Warranties of the Purchaser

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is made as of April 12, 2026, between GFL Environmental Inc., a corporation incorporated under the laws of Ontario (the “Purchaser”) and Secure Waste Infrastructure Corp., a corporation amalgamated under the laws of Alberta (the “Corporation”).

WHEREAS the Purchaser and the Corporation (collectively, the “Parties” and each, a “Party”) have agreed, subject to the satisfaction of certain conditions precedent, to complete the Arrangement (hereinafter defined) pursuant to this Agreement and the Plan of Arrangement (hereinafter defined) and the applicable provisions of the ABCA (hereinafter defined);

AND WHEREAS in connection with the completion of the Arrangement, among other things, each Shareholder (hereinafter defined) will receive for each Share (hereinafter defined) held, the Consideration (hereinafter defined), subject to the elections, maximum amounts and pro rationing as set forth in the Plan of Arrangement;

AND WHEREAS, concurrently with the execution and delivery of this Agreement, certain Shareholders and the directors and executive officers of the Corporation are entering into voting and support agreements with the Purchaser (collectively, the “Voting Support Agreements”) pursuant to which, among other things, such Shareholders have agreed to vote any Shares held in favour of the Arrangement Resolution (hereinafter defined) at the Meeting (hereinafter defined);

AND WHEREAS upon, among other things, the recommendation of the Special Committee (hereinafter defined) and the advice of its external legal and financial advisors, the Board (hereinafter defined) has unanimously: (i) determined that the Consideration to be received by the Shareholders is fair, from a financial point of view, and that the Arrangement is in the best interests of the Corporation; (ii) resolved to unanimously recommend that the Shareholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the Corporation of its obligations under this Agreement;

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

Article 1
INTERPRETATION

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

“2024 Indenture” means the trust indenture dated as of March 22, 2024 between the Corporation and Odyssey, as trustee.

“2025 Indenture” means the trust indenture dated as of November 20, 2025 between the Corporation and Odyssey, as trustee.

“2029 Notes” means the 6.750% senior unsecured notes due March 2029 of the Corporation, issued pursuant to the 2024 Indenture.

“2032 Notes” means the 5.750% senior unsecured notes due November 2032 of the Corporation, issued pursuant to the 2025 Indenture.

“ABCA” means the Business Corporations Act (Alberta).

“Acceptable Confidentiality Agreement” means a confidentiality and standstill agreement with terms at least as restrictive to any counterparty as the Confidentiality Agreement (on the condition that such confidentiality and standstill agreement shall provide for the disclosure thereof, along with the information provided thereunder, to the Purchaser) provided that in no event shall an Acceptable Confidentiality Agreement provide for any period of exclusivity with the counterparty thereto.

“AcquireCo” means a corporation to be formed under the laws of the Province of Alberta prior to the Effective Date, and which will be, when formed, a wholly-owned Subsidiary of the Purchaser.

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Corporation and/or one or more of its Subsidiaries or between one or more of its Subsidiaries, any offer, inquiry or proposal (in each case written or oral) from, or public announcement of an intention by, any Person or group of Persons other than the Purchaser (or any of its affiliates or any Person acting in concert with the Purchaser, or any of its affiliates) relating to: (a) any direct or indirect acquisition, purchase, sale or disposition (or any lease, joint venture, license or other arrangement having the same economic effect as a sale or disposition), in a single transaction or a series of transactions, of: (i) assets of the Corporation (including shares of Subsidiaries of the Corporation) and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Corporation and its Subsidiaries, taken as a whole, determined based upon the most recent consolidated financial statements of the Corporation filed as part of the Corporation Filings as at the time the Acquisition Proposal is made, or contributing 20% or more of the consolidated revenue of the Corporation and its Subsidiaries, taken as a whole, determined based upon the most recent consolidated financial statements of the Corporation filed as part of the Corporation Filings as at the time the Acquisition Proposal is made; or (ii) 20% or more of any class of voting or equity securities of the Corporation or one or more of any of the Corporation’s Subsidiaries that, individually or in the aggregate, contribute 20% or more of the consolidated revenues, determined based upon the most recent consolidated financial statements of the Corporation filed as part of the Corporation Filings as at the time the Acquisition Proposal is made, or constitute 20% or more of the consolidated assets of the Corporation and its Subsidiaries, taken as a whole, determined based upon the most recent consolidated financial statements of the Corporation filed as part of the Corporation Filings as at the time the Acquisition Proposal is made; (b) any direct or indirect take-over bid, tender offer, exchange offer, sale or issuance of securities or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of the Corporation (including securities convertible into or exercisable or exchangeable for voting or equity securities of the Corporation) then outstanding; or (c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Corporation or any of its Subsidiaries. For the purpose of the definition of “Superior Proposal” below, the references in the definition of “Acquisition Proposal” to: (a) “20% or more of the consolidated assets” shall be deemed to be references to “all or substantially all of the assets”; (b) “20% or more of any class of voting or equity security” shall be deemed to be references to “all of the outstanding voting or equity securities”; and (c) “20% or more of the consolidated revenues” shall be deemed to be references to “all or substantially all of the consolidated revenue”.

“Advance Ruling Certificate” means an advance ruling certificate issued by the Commissioner pursuant to section 102 of the Competition Act in respect of the transactions contemplated by this Agreement and the Plan of Arrangement.

“affiliate” has the meaning specified in the Securities Act as in effect on the Agreement Date.

“Agreement” means this arrangement agreement between the Purchaser and the Corporation (including the Schedules hereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“Agreement Date” means April 12, 2026.

“Anti-Corruption Laws” means, collectively, the FCPA, the CFPOA, the anti-corruption provisions of the Criminal Code (Canada), including sections 121 (Frauds on the Government), 123 (Municipal Corruption), and 426 (Secret Commissions), or any other U.S., Canadian, or other applicable anti-bribery and anti-corruption Laws.

“Anti-Money Laundering Laws” means, collectively, all applicable anti-money laundering and anti-terrorist financing Laws of the jurisdictions in which a Party or its Subsidiaries conduct business (including, without limitation, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), and Part II.1 (Terrorism), Part XII.2 (Proceeds of Crime), and section 354 of the Criminal Code (Canada)), and the regulations thereunder administered or enforced by any Governmental Entity to which such Party or its Subsidiaries are subject.

“Arrangement” means an arrangement pursuant to section 193 of the ABCA in accordance with 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, in accordance with the terms of the Interim Order, or made at the direction of the Court in the Final Order with the prior consent of the Corporation and the Purchaser, each acting reasonably.

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

“Articles of Arrangement” means the articles of arrangement of the Corporation in respect of the Arrangement, required by the ABCA to be sent to the Registrar after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

“ASC” means the Alberta Securities Commission.

“associate” has the meaning specified in the Securities Act as in effect on the Agreement Date.

“ATB” means ATB Capital Markets Corp.

“ATB Opinion” means the opinion of ATB to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

“Authorization” means, with respect to any Person, any Order, permit, approval, consent, waiver, license or similar authorization of 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.

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

“Board Recommendation” has the meaning specified in Section 2.4(2).

“Books and Records” means the books and records of the Corporation and its Subsidiaries, including books of account and Tax records, whether in written or electronic form.

“Breaching Party” has the meaning specified in Section 4.9(3).

“Bump Transactions” has the meaning specified in Section 4.15(5).

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Calgary, Alberta.

“Canadian Securities Laws” means, collectively, the Securities Act or similar statutes of each of the provinces and territories of Canada and the respective rules and regulations under such Laws, together with applicable published national, multilateral and local policy statements, instruments, notices and blanket orders of the provinces and territories of Canada and all rules, by-laws and regulations governing the TSX.

“Cash Consideration” means the consideration in the form of cash to be paid to Shareholders (other than to Dissenting Shareholders) pursuant to the Plan of Arrangement.

“Certificate of Arrangement” means the certificate or proof of filing pursuant to subsection 193(11) of the ABCA to be issued by the Registrar upon receipt of the Articles of Arrangement.

“CFPOA” means the Corruption of Foreign Public Officials Act (Canada), as amended.

“Change in Recommendation” has the meaning specified in Section 7.2(4)(b).

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

“Closing” has the meaning specified in Section 2.8(3).

“Code” means the U.S. Internal Revenue Code of 1986.

“Commissioner” means the Commissioner of Competition appointed under subsection 7(1) of the Competition Act and includes any Person designated by the Commissioner to act on his behalf.

“Competition Act” means the Competition Act (Canada).

“Competition Act Approval” means, with respect to the transactions contemplated by this Agreement and the Plan of Arrangement, either: (a) the issuance of the Advance Ruling Certificate; or (b) both: (i) the applicable waiting period under Section 123 of the Competition Act shall have expired or been earlier terminated or the obligation to make a pre-merger notification under Part IX of the Competition Act shall have been waived by the Commissioner pursuant to Section 113(c) of the Competition Act; and (ii) unless such requirement is waived in writing by the Purchaser in its sole discretion, the Purchaser shall have received a No Action Letter in respect of the transaction and such letter remains in full force and effect.

“Computer Systems” means all computer hardware, servers, peripheral equipment, technology infrastructure, Software (including firmware) and other computer systems and services that are used by or accessible to the Corporation and its Subsidiaries.

“Confidentiality Agreement” means the Confidentiality Agreement between the Purchaser and the Corporation dated March 14, 2026, pursuant to which the Purchaser and the Corporation have provided confidential information to each other and their respective Representatives.

“Consent Solicitations” has the meaning specified in Section 4.13(1)(b).

“Consideration” means the consideration to be paid and received pursuant to the Plan of Arrangement in respect of each Share that is transferred to the Purchaser, consisting of Cash Consideration and/or Share Consideration (other than to Dissenting Shareholders), subject to the elections, maximum amounts and pro rationing as set forth in the Plan of Arrangement.

“Consideration Shares” means the Purchaser Subordinate Voting Shares issuable pursuant to the Plan of Arrangement.

“Constating Documents” means articles of incorporation, amalgamation, or continuation, as applicable, by-laws or other constating documents and all amendments thereto.

“Contract” means any written or oral agreement, funding agreement, cooperative agreement, other transaction agreement, blanket purchase agreement, commitment, engagement, contract, license, lease, obligation, undertaking or other right or obligation which is legally binding to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound or affected or to which any of their respective properties or their assets is subject.

“Contributing Employer” has the meaning specified in Schedule C 22(c).

“control” (and any derivatives thereof, including “controlled”) means: (a) in relation to a Person that is a corporation, the ownership, directly or indirectly, of voting shares of such Person carrying more than 50% of the voting rights attaching to all voting shares of such Person and which are sufficient, if exercised, to elect a majority of its board of directors; and (b) in relation to a Person that is a partnership, limited partnership, trust or other unincorporated entity: (i) the ownership, directly or indirectly, of voting securities of such Person carrying more than 50% of the voting rights attaching to all voting securities of the Person; or (ii) the ownership of other interests or the holding of a position (such as general partner of a limited partnership or trustee of a trust) entitling the holder to exercise control and direction over the activities of such Person.

“Corporation” has the meaning specified in the preamble.

“Corporation Capital Program” means the capital expenditure budget of the Corporation disclosed on Schedule 1.1 – Corporation Capital Program of the Disclosure Letter.

“Corporation Data Room” means all documents made available in the electronic data room, as hosted on Firmex, as it existed as of 9:00 a.m. on April 11, 2026, and made available by the Corporation to the Purchaser and its Representatives in connection with the transactions contemplated by this Agreement and the Plan of Arrangement.

“Corporation DSU Plan” means the Corporation’s deferred share unit plan dated April 3, 2012, as amended from time to time.

“Corporation DSUs” means any outstanding deferred share units of the Corporation issued pursuant to the Corporation DSU Plan.

“Corporation Employees” means individuals employed by the Corporation or any Subsidiary on a full-time, part-time or temporary basis, and for greater certainty includes officers of the Corporation.

“Corporation Existing Notes” means, collectively: (a) the 2029 Notes; and (b) the 2032 Notes.

“Corporation Existing Notes Actions” has the meaning specified in Section 4.13(1).

“Corporation Expense Reimbursement Amount” has the meaning specified in Section 7.5.

“Corporation Expense Reimbursement Event” has the meaning specified in Section 7.5.

“Corporation Filings” means all documents publicly filed or furnished by or on behalf of the Corporation or its Subsidiaries, which are available for public viewing on SEDAR+, under the Corporation’s profile, since January 1, 2025.

“Corporation Financial Statements” means, collectively: the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2025 and 2024, together with the related auditors’ report on and notes to such financial statements.

“Corporation Incentives” means, collectively, the Corporation DSUs, Corporation Options, Corporation PSUs, Corporation RSUs, Legacy Tervita DSUs, Corporation Phantom RSUs and Corporation Phantom PSUs.

“Corporation Indentures” means, collectively, the 2024 Indenture and the 2025 Indenture.

“Corporation Intellectual Property” has the meaning specified in Schedule C 28(a).

“Corporation Lease” means a lease, an agreement to lease, a sublease, a licence agreement, or an occupancy or other agreement under which the Corporation or any of its Subsidiaries has the right, or has granted another Person the right, as tenant, licensee, grantee or subtenant, to use or occupy any Corporation Leased Real Property.

“Corporation Leased Real Property” means all Corporation Real Property that is leased, subleased, licensed or otherwise occupied or used by the Corporation or any of its Subsidiaries pursuant to a Corporation Lease.

“Corporation NEOs” means the named executive officers of the Corporation as identified in Schedule 1.1 – Corporation Named Executive Officers of the Disclosure Letter.

“Corporation Omnibus Incentive Plan” means the omnibus incentive plan of the Corporation, approved by the Shareholders on May 2, 2025.

“Corporation Options” means any outstanding options to purchase Shares pursuant to an Incentive Plan.

“Corporation Owned Real Property” means all Corporation Real Property that the Corporation or any of its Subsidiaries is the registered owner of the fee simple interest in, together with all owned buildings, fixtures and other improvements on, in or under such real property.

“Corporation Phantom PSU” means any outstanding phantom PSU of the Corporation issued pursuant to an Incentive Plan.

“Corporation Phantom RSU” means any outstanding phantom RSU of the Corporation issued pursuant to an Incentive Plan.

“Corporation Phantom Unit Cash Plan” means the Corporation’s phantom unit cash plan dated January 8, 2019, as amended from time to time.

“Corporation PSUs” means any outstanding performance share units of the Corporation issued pursuant to an Incentive Plan.

“Corporation Real Property” means all real property that the Corporation or any of its Subsidiaries owns, leases, subleases, licenses or sublicenses and any interest of which the Corporation or any of its Subsidiaries is the grantee or has the benefit under an easement, right of way or other similar grant or agreement and any Crown disposition, tenure, permit, license of occupation, right of entry order or instrument (however designated) issued by or on behalf of the Crown that confers a right to use, occupy, access, inject into, or store substances within subsurface formations, caverns, reservoirs or pore space, whether or not such right constitutes an interest in land at law or in equity, including the Corporation Owned Real Property and the Corporation Leased Real Property, together with all easements, rights of way and interests appurtenant thereto.

“Corporation Registered Intellectual Property” has the meaning specified in Schedule C 28(a).

“Corporation RSUs” means any outstanding restricted share units of the Corporation issued pursuant to an Incentive Plan.

“Corporation Service Providers” means any current directors, officers, Corporation Employees, consultants, independent contractors or other individual service providers of the Corporation or its Subsidiaries, including those performing part time, temporary and full time service, those on a leave of absence and interns.

“Corporation Shareholder Agreement” means the shareholder agreement among the Corporation and each of the shareholders of the Corporation listed on the signature pages thereto effective as of November 1, 2022.

“Corporation Specified Exemptions” has the meaning specified in Section 4.1(2).

“Corporation Termination Fee” has the meaning specified in Section 7.4(2).

“Corporation Termination Fee Event” has the meaning specified in Section 7.4(3).

“Corporation Unit Incentive Plan” means the unit incentive plan of the Corporation approved by the Shareholders on April 29, 2022, and as amended and restated by the Corporation Omnibus Incentive Plan.

“Court” means the Court of King’s Bench of Alberta.

“Credit Facilities” means: (a) the amended and restated credit agreement dated effective as of May 31, 2024 among the Corporation, each of the financial institutions named as lenders therein and ATB Financial as administrative agent and ATB Financial, Bank of Montreal, Canadian Imperial Bank of Commerce, National Bank Financial Markets and The Toronto-Dominion Bank as co-lead arrangers and co-bookrunners, as amended by the First Amending Agreement dated as of May 12, 2025 and as further amended to the Agreement Date; and (b) the letter agreement dated July 2, 2021 entered into by ATB Financial and the Corporation with respect to a revolving demand credit facility, as amended by the First Amending Agreement dated as of June 4, 2025 and as further amended to the Agreement Date.

“Credit Facility Consent” has the meaning specified in Section 4.12.

“Credit Facility Termination” has the meaning specified in Section 4.12.

“CT Act” means the Canada Transportation Act.

“CT Act Approval” means, either: (a) the Minister of Transport has given notice to Purchaser pursuant to section 53.1(4) of the CT Act of his opinion that the transactions contemplated by this Agreement and the Plan of Arrangement do not raise issues with respect to the public interest as it relates to national transportation; or (b) the Governor in Council has approved the transactions contemplated by this Agreement and the Plan of Arrangement pursuant to section 53.2(7) of the CT Act.

“D&O Insurance” has the meaning specified in Section 4.10(1).

“Data Security Requirements” means: (a) the Privacy Laws; (b) the terms of Contracts relating to the Processing, protection, or security of Personal Information or compliance with Privacy Laws; and (c) the Corporation and each of its Subsidiaries’ internal- and external- facing policies and procedures relating to privacy and data security.

“Debt Tender Offer” has the meaning specified in Section 4.13(1)(b).

“Debt Tender Offer Documents” has the meaning specified in Section 4.13(1)(b).

“Depositary” means such Person as the Corporation may appoint to act as depositary for the Shares in relation to the Arrangement, with approval of the Purchaser, acting reasonably.

“Disclosure Letter” means the disclosure letter dated the Agreement Date and delivered by the Corporation to the Purchaser with this Agreement.

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“Dissenting Shareholder” has the meaning specified in the Plan of Arrangement.

“DOL” has the meaning specified in Schedule C 22(a).

“DSU Agreement” means an agreement evidencing the terms of any Corporation DSU.

“EDGAR” means Electronic Data Gathering, Analysis, and Retrieval.

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“Effective Time” has the meaning specified in the Plan of Arrangement.

“Electronic Communications Law” means any applicable Law governing the sending of marketing and promotional messages by electronic means, including, without limitation, 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; the Personal Information Protection and Electronic Documents Act; and the Telecommunications Act (CASL), Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (CAN-SPAM) and any related Laws or regulations.

“Eligible Holder” means a beneficial holder of Shares that is: (a) a resident of Canada for the purposes of the Tax Act and not exempt from tax under Part I of the Tax Act; or (b) a partnership any member of which is a resident of Canada for the purposes of the Tax Act (other than a partnership all members of which that are residents of Canada are exempt from tax under Part I of the Tax Act).

“Employee Plans” means all health, welfare, medical, dental, drug, hospital, vision, wellness, disability, sick leave, critical illness, accidental death and dismemberment, life, wage replacement, financial assistance, loan, supplemental unemployment benefit, change of control, retention, bonus, profit sharing, commission, option, stock appreciation, insurance, incentive, incentive compensation, deferred compensation, share purchase, equity, equity-based, phantom equity including the Incentive Plan, employment, individual consulting, severance, termination pay, paid time off, unemployment benefit, post-employment, post-retirement, fringe benefit, pension, savings, vacation, retirement or supplemental retirement plans or other benefit or compensation plans, programs, policies, agreements and arrangements including all “employee benefit plans” (within the meaning of section 3(3) of ERISA) for current or former directors, Corporation Employees, independent contractors or other individual service providers (or any dependent, survivor or beneficiary thereof) of the Corporation or its Subsidiaries, which are maintained, sponsored, contributed to, required to be contributed to, or funded by the Corporation or any of its Subsidiaries or in respect of which the Corporation or any of its Subsidiaries has or is reasonably expected to have any actual or potential liability or obligation, in each case, whether written or oral, whether or not subject to ERISA, qualified or nonqualified, funded or unfunded, registered or non-registered, or currently effective or terminated.

“Environmental Laws” has the meaning specified in Schedule C 27(a)(i).

“EPCRS” means the U.S. Internal Revenue Service’s Employee Plans Compliance Resolution System.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control, within the meaning of section 4001(b)(1) of ERISA, with the Corporation or any Subsidiary or that together with the Corporation or any Subsidiary is treated as a single employer under section 414(b), (c), (m) or (o) of the Code, currently or at any relevant time.

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“Final Order” means the final order of the Court pursuant to section 193(4) of the ABCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Time or, if appealed, then unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended (with the consent of both the Corporation and the Purchaser, each acting reasonably) on appeal.

“Financial Advisor Opinions” means, collectively, the RBC Opinion and the ATB Opinion.

“Financing” means any debt or equity financing to be provided by a Financing Source to the Purchaser or any of its affiliates for the purpose of financing (in whole or in part) the transactions contemplated by this Agreement and the Plan of Arrangement and for the purposes of Section 4.11, shall include Corporation Existing Notes Actions.

“Financing Source(s)” means any Lender, arranger or bookrunner party to the Purchaser or any of its affiliates in connection with any Financing and the respective directors, officers, employees, partners, agents, advisors and other Representatives of each of the foregoing.

“Governmental Entity” means: (a) any applicable international, multinational, national, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitrator or arbitral body (public or private), commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (b) any political subdivision, agent or authority of any of the foregoing; (c) any 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 (d) any Securities Authority, the SEC or any stock exchange, including the TSX and the NYSE.

“Hazardous Materials” has the meaning specified in Schedule C 27(a)(i).

“Hedging Transaction” means: (a) any transaction which is a rate swap transaction, basis swap, forward rate transaction, commodity loan, commodity consignment, commodity lease, commodity swap, commodity option, commodity purchase or sale (including, a forward Contract and whether settled by physical or financial delivery), equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, transaction to buy, sell, borrow or lend securities or any other similar transaction (including any option with respect to any of these transactions); and (b) any derivative or combination of these transactions.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“HSR Clearance” means the expiry, termination or waiver of the applicable waiting period (or extensions thereof) in respect of the transactions contemplated by this Agreement and the Plan of Arrangement under the HSR Act.

“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board.

“Incentive Plans” means, collectively: (a) the Corporation Omnibus Incentive Plan; (b) Corporation DSU Plan; (c) the Tervita DSU Plan; (d) the Corporation Phantom Unit Cash Plan; and (e) the Corporation Unit Incentive Plan.

“Indemnified Persons” has the meaning specified in Section 4.10(4).

“Intellectual Property” means all intellectual property and related rights including the following, whether domestic, foreign, or otherwise: (a) patents, patent rights, applications for patents and patent disclosures, and including all provisional applications, substitutions, continuations, continuations-in-part, patents of addition, improvement patents, divisionals, renewals, reissues, confirmations, counterparts, re-examinations and extensions thereof and all analogous rights; (b) proprietary and non-public business information, inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (c) copyrights, copyrightable works, copyright registrations and applications for copyright registration and all moral rights associated with copyrights, copyright registrations and applications for copyright registration; (d) integrated circuit topographies, integrated circuit topography registrations and applications, mask works, mask work registrations and applications for mask work registrations; (e) industrial designs, industrial designation registrations and applications, designs, design patents, design registrations and design registration applications; (f) trade names, trade name registrations, business names, corporate names, domain names, domain name registrations, social media accounts and handles, website names and world wide web addresses, common Law trademarks, trademark registrations, trademark applications, signs, trade dress and logos, service marks, brand names, all identifiers of source and the goodwill associated with any of the foregoing; (g) Software; and (h) any other intellectual property or industrial property of the same or similar nature.

“Interim Order” means the interim order of the Court pursuant to section 193(4) of the ABCA, in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

“Investment Canada Act” means the Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.), as amended, and includes the regulations promulgated thereunder.

“Labour Agreement” has the meaning set forth in paragraph (f) of the definition of “Material Contract”.

“Law” means, with respect to any Person, any and all applicable supranational, national, federal, provincial, territorial, state, municipal or local law (statutory, civil, common or otherwise), constitution, treaty, convention, ordinance, act, statute, code, rule, regulation, Order or other 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 all policies, practices, guidelines, including, without limitation, Tax Laws.

“Legacy Tervita DSUs” means any outstanding deferred share units of Tervita Corporation issued pursuant to the Tervita DSU Plan.

“Lenders” means the Persons lending money to the Purchaser or any affiliate thereof for the purpose of financing (in whole or in part) the transactions contemplated by this Agreement and the Plan of Arrangement.

“Licensed Intellectual Property” means all Intellectual Property licensed by the Corporation or its Subsidiaries.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, statutory or deemed trust, prior claim, encroachment, option, right of first refusal or first offer, license, occupancy right, restrictive covenant, assignment, lien (statutory or otherwise), easement, title retention agreement or arrangement, conditional sale, defect of title or encumbrance of any kind or any nature which, in substance, secures payment or performance of an obligation, and in each case, whether contingent or absolute and, without limitation to the foregoing, includes, in respect of the Corporation Real Property, any agreements, leases, options, easements, rights of way, restrictions, executions or other encumbrances, liens or interests (including notices or other registrations in respect of any of the foregoing) affecting title thereto.

“Malicious Code” means viruses, worms, trojan horses, back doors, drop dead devices, time bombs (as such terms are commonly understood in the Software industry), or any other code designed or intended to have 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) damaging or destroying any data or file without the user’s consent.

“Matching Period” has the meaning specified in Section 5.4(1).

“Material Adverse Effect” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other changes, events, occurrences, effects, states of facts or circumstances, is, or in the aggregate are, or would individually or in the aggregate reasonably be expected to have, a material and adverse effect on the business, operations, affairs, results of operations, assets, properties, capitalization, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise) or financial condition (financial or otherwise) of the Corporation and its Subsidiaries, taken as a whole; except any such change, event, occurrence, effect, state of facts or circumstance resulting from or arising in connection with:

provided, however, if any change, event, occurrence, effect, state of facts or circumstance referred to in clauses (a) through and including (g) above, materially and disproportionately adversely affects the Corporation and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries, businesses or segments in which the Corporation and its Subsidiaries operate, such change, event, occurrence, effect, state of facts or circumstance may be taken into account in determining whether a Material Adverse Effect has occurred and unless expressly provided in any particular Section of this Agreement, references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred.

“Material Contract” means other than: (i) any intercompany Contract among only the Corporation and its Subsidiaries; and (ii) any Contract between the Purchaser and the Corporation, any Contract:

“Meeting” means the special meeting of Shareholders, including any adjournment or postponement of such special meeting 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 Circular and agreed to in writing by the Purchaser.

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

“misrepresentation” means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

“Moelis” means Moelis & Company.

“NI 51-102” means National Instrument 51-102 - Continuous Disclosure Obligations.

“NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.

“No Action Letter” means written confirmation from the Commissioner that the Commissioner does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and the Plan of Arrangement.

“Non-Recourse Party” has the meaning specified in Section 8.12.

“NYSE” means the New York Stock Exchange.

“Odyssey” means Odyssey Trust Company.

“officer” has the meaning specified in the Securities Act.

“OHSA” has the meaning specified in Schedule C 22(p).

“Order” means any order, injunction, judgement, decree, determination, writ, consent, stipulation, award or ruling of, or agreement (including without limitation any settlement agreement, disciplinary agreement, consent or conciliation agreement, or memoranda of understanding) with, any Governmental Entity.

“Ordinary Course” means, with respect to an action taken by the Corporation or one of its Subsidiaries on the one hand, or the Purchaser or its Subsidiaries on the other hand, that such action is taken in the ordinary course of the normal day-to-day operations of the business of the Corporation or such Subsidiary, or the Purchaser or such Subsidiary, respectively, consistent with past practices.

“Outside Date” means November 1, 2026, or such later date as may be agreed to in writing by the Parties. If the Effective Date has not occurred by November 1, 2026 as a result of the failure to satisfy the condition set forth in Section 6.1(4) or Section 6.1(5) (if the Law giving rise to the failure of such condition to be satisfied relates to any Required Regulatory Approval), then any Party may elect by notice in writing delivered to the other Parties by no later than 5:00 p.m. on or before the then-current Outside Date (as extended), to extend the Outside Date for not less than thirty (30) days from the then-current Outside Date (including as previously extended); provided further that, notwithstanding the foregoing: (a) a Party shall not be permitted to extend the Outside Date if the failure to satisfy such condition is primarily the result of a material breach of such Party’s covenants in this Agreement; and (b) the aggregate extension periods for the Outside Date, when combined, shall not exceed ninety (90) days from November 1, 2026.

“Party” has the meaning specified in the preamble.

“Payoff Letter” has the meaning specified in Section 4.12.

“Permitted Dividends” means, in respect of the Shares, the regular quarterly dividends declared and paid on the Shares, with a record date of the last Business Day of each of March, June, September and December occurring on or after the Agreement Date and prior to the Effective Date in accordance with the Corporation’s Ordinary Course historical practice, including with respect to timing of declaration, provided that in no circumstance shall the amount of any such regular quarterly dividend exceed $0.105 per Share.

“Permitted Liens” means, in respect of the Corporation or any of its Subsidiaries, any one or more of the following:

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

“Personal Information” means any information about an identifiable individual, including information that, alone or in combination with other available information, may be used to identify an individual, including any information to which Privacy Laws may apply.

“Plan of Arrangement” means the plan of arrangement in the form of Schedule A to this Agreement, and any amendments or variations to such plan made in accordance with its terms, the terms of this Agreement, the terms of the Interim Order or made at the direction of the Court in the Final Order with the prior consent of the Corporation and the Purchaser, each acting reasonably.

“Pre-Acquisition Reorganization” has the meaning specified in Section 4.15(1).

“Privacy Laws” means all Laws, legal requirements, self-regulatory guidelines and binding industry standards concerning privacy, cybersecurity, or the Processing or protection of Personal Information by the Corporation or any of its Subsidiaries (including, to the extent applicable, the Payment Card Industry Data Security Standard).

“Process”, “Processing”, and similar terms, means to collect, create, receive, acquire, access, store, maintain, retain, use, analyze, modify, manipulate, handle, copy, transmit, transfer, disclose, communicate, aggregate, anonymize, de-identify, destroy, erase, or dispose of.

“PSU Agreement” means an agreement evidencing the terms of any Corporation PSU.

“Purchaser” has the meaning specified in the preamble.

“Purchaser Convertible Securities” has the meaning specified in Schedule D 6(c).

“Purchaser Data Room” means all documents made available in the electronic data room, as hosted on Intralinks, as it existed as of 9:00 a.m. on April 11, 2026, and made available by the Purchaser to the Corporation and its Representatives in connection with the transactions contemplated by this Agreement and the Plan of Arrangement.

“Purchaser Filings” means all documents publicly filed or furnished by or on behalf of the Purchaser or its Subsidiaries, which are available for public viewing on SEDAR+ and EDGAR under the Purchaser’s profile, since January 1, 2025.

“Purchaser Financial Statements” means, collectively: the audited consolidated financial statements of the Purchaser as at and for the years ended December 31, 2025 and 2024, together with the related auditors’ report on and notes to such financial statements.

“Purchaser Incentive Plans” means, collectively: (a) the deferred share unit plan of the Purchaser; and (b) the long-term incentive plan of the Purchaser.

“Purchaser Material Adverse Effect” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other changes, events, occurrences, effects, states of facts or circumstances, is, or in the aggregate are, or would individually or in the aggregate reasonably be expected to have, a material and adverse effect on the business, operations, affairs, results of operations, assets, properties, capitalization, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise) or financial condition (financial or otherwise) of the Purchaser and its Subsidiaries, taken as a whole; except any such change, event, occurrence, effect, state of facts or circumstance resulting from or arising in connection with:

provided, however, if any change, event, occurrence, effect, state of facts or circumstance referred to in clauses (a) through and including (g) above, materially and disproportionately adversely affects the Purchaser and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries, businesses or segments in which the Purchaser and its Subsidiaries operate, such change, event, occurrence, effect, state of facts or circumstance may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred and unless expressly provided in any particular Section of this Agreement, references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Purchaser Material Adverse Effect” has occurred.

“Purchaser Multiple Voting Shares” means the multiple voting shares in the capital of the Purchaser.

“Purchaser Shares” means, collectively, the Purchaser Subordinate Voting Shares, Purchaser Multiple Voting Shares, Series A convertible preferred shares in the capital of the Purchaser and the Series B convertible preferred shares in the capital of the Purchaser.

“Purchaser Specified Exemptions” has the meaning specified in Section 4.2(1).

“Purchaser Subordinate Voting Shares” means the subordinate voting shares in the capital of the Purchaser.

“Rating Agencies” means: (a) S&P Global Ratings Canada and any successor to the ratings business thereof; (b) Moody’s Investors Service, Inc. and any successor to the ratings business thereof; (c) Fitch Ratings, Inc. and its Subsidiaries, and any successor to the ratings business thereof; and (d) any replacement ratings agency selected by the Corporation in accordance with the terms of the Corporation Indentures; and “Rating Agency” means any one of them.

“RBC Capital Markets” means RBC Dominion Securities Inc.

“RBC Opinion” means the opinion of RBC Capital Markets to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

“Recipient” has the meaning specified in Section 4.7(1).

“Record Date” means the record date for the Shareholders entitled to notice of and to vote at the Meeting.

“Registrar” means the Registrar of Corporations or a Deputy Registrar of Corporations appointed under section 263 of the ABCA.

“Regulatory Approval” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by applicable Law or a Governmental Entity (and any extensions thereof, including through a timing or other agreement), in each case in connection with the Arrangement and includes the Required Regulatory Approvals, but excludes the Interim Order, the Final Order and any other approval of the Arrangement by the Court.

“Remedy” has the meaning specified in Section 4.5(5).

“Representative” means, with respect to any Person, any officer, director, employee, representative (including any financial, legal or other advisor) or agent of such Person or of any of its Subsidiaries or affiliates.

“Required Information” has the meaning specified in Section 4.11(1).

“Required Regulatory Approvals” means the Competition Act Approval, the CT Act Approval and the HSR Clearance.

“Required Shareholder Approval” has the meaning specified in Section 2.2(b).

“Resignations and Mutual Releases” has the meaning specified in Section 2.9(2).

“RSU Agreement” means an agreement evidencing the terms of any Corporation RSU.

“Sanctioned Country” means any country or region that is, or has at any time been, the subject of comprehensive country-wide or region-wide Sanctions from time to time. As of the Agreement Date, these countries and regions are: Cuba, Iran, North Korea, Sudan, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the territory it controls in the Donetsk oblast of Ukraine, the so-called Luhansk People’s Republic and the territory it controls in the Luhansk oblast of Ukraine, the area of the Kherson oblast of Ukraine that is illegally occupied by the Russian Federation, and the area of the Zaporizhzhia oblast of Ukraine that is illegally occupied by the Russian Federation.

“Sanctioned Person” means (a) any Person listed or designated under any Sanctions, (b) any Person organized, or resident in a Sanctioned Country, or (c) any Person owned 50% or more, individually or in the aggregate, directly or indirectly, by, or controlled as determined in accordance with the control test under applicable law by, or acting or purporting to act on behalf of any Person described in (a).

“Sanctions” means any anti-terrorism or economic sanctions Laws, embargoes, or restrictive measures imposed, enacted, administered or enforced from time to time by any Governmental Entity of: (a) the United States, including the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State; (b) Canada, including Global Affairs Canada, the Minister of Public Safety (Canada), and any other relevant sanctions authority pursuant to the Special Economic Measures Act (Canada), the United Nations Act (Canada), Part II.1 (Terrorism) of the Criminal Code (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada), and any other similar economic sanctions Law; (c) the United Kingdom; (d) the European Union and each of its member states; and (e) any other applicable foreign jurisdiction.

“SEC” means the United States Securities and Exchange Commission.

“Section 85 Election” has the meaning specified in Section 2.13.

“Section 85 Election Period” has the meaning specified in Section 2.13.

“Section 85 Tax Election Form” has the meaning specified in Section 2.13.

“Securities Act” means the Securities Act (Alberta).

“Securities Authority” means collectively, the ASC, or any other applicable securities commission or regulatory authority of each province or territory of Canada.

“Security Safeguards” has the meaning specified in Schedule C 28(j).

“Securityholders” means, collectively, the Shareholders and the holders of Corporation Options, Corporation RSUs, Corporation PSUs, Corporation DSUs, Legacy Tervita DSUs and Corporation Existing Notes.

“SEDAR+” means the System for Electronic Data Analysis and Retrieval + maintained on behalf of the applicable Securities Authorities.

“Share Consideration” means the consideration in the form of Consideration Shares to be paid to Shareholders (other than Dissenting Shareholders) pursuant to the Plan of Arrangement.

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

“Shares” means the common shares in the capital of the Corporation.

“Software” means computer software and programs (both source code and object code form), all legally recognizable proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

“Special Committee” means the special committee of the Board.

“Stock Exchange Approvals” means collectively: (a) the conditional approval of the TSX for the listing of the Consideration Shares on the TSX, subject only to customary conditions; and (b) the Consideration Shares being accepted for listing on the NYSE, subject to official notice of issuance.

“Subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a Subsidiary of that Subsidiary.

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal from a Person or group of Persons who is arm’s length to the Corporation (within the meaning of the Tax Act) made after the Agreement Date:

“Superior Proposal Notice” has the meaning specified in Section 5.4(1).

“Supporting Shareholders” means the Shareholders who have executed Voting Support Agreements.

“Tax” or “Taxes” means: (a) any and all taxes, duties, fees, excises, premiums, tariffs, assessments, imposts, levies and other charges or assessments in the nature of a tax imposed by any Governmental Entity, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, escheat, abandoned or unclaimed property, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employer health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, ad valorem, alternative or add-on minimum, global minimum or “Pillar 2”, and including all license and registration fees and all employment/unemployment insurance, health insurance, government pension plan premiums or contributions, social security premiums and workers’ compensation premiums; (b) any requirement to pay or repay any amount to a Governmental Entity in respect of a tax credit, refund, rebate, governmental grant or subsidy, overpayment, or similar adjustment of Taxes, and (c) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on amounts of the type described in clauses (a) or (b) above or this clause (c).

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, each as amended.

“Tax Returns” means any and all returns, reports, declarations, disclosures, elections, notices, forms, designations, schedules, attachments, filings, and statements (including any amendments, schedules, attachments or supplements thereto, withholding Tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes (whether in tangible, electronic or other form).

“Terminating Party” has the meaning specified in Section 4.9(3).

“Termination Notice” has the meaning specified in Section 4.9(3).

“Tervita DSU Plan” means the amended and restated deferred share unit plan pertaining to Legacy Tervita DSUs.

“Trade Control Laws” means all applicable Laws concerning the importation or exportation of merchandise, Sanctions, the export or reexport of products, services, software and technology, import and export controls, import or export authorizations, tariff rate quotas and related import or export allocations, including anti-boycott Laws, the payment of customs duties, tariffs, Taxes, surtaxes or other charges on imported or exported goods, the tariff classification, valuation and determination of origin of imported goods, special trade measures and safeguards (including antidumping and countervailing measures), certificates of origin and other similar documents issued pursuant to applicable free trade agreements, the examination, possession or transfer of controlled goods, or the in-transit movement and cross-border transportation and storage of goods (including the Export Administration Regulations administered by the U.S. Department of Commerce, the Export and Import Permits Act (Canada) and its regulations administered by Global Affairs Canada, and all customs and import and export Laws administered by U.S. Customs and Border Protection or the Canada Border Services Agency).

“Transaction Personal Information” has the meaning specified in Section 4.7(1).

“Transferor” has the meaning specified in Section 4.7(1).

“Treasury Regulations” means the Treasury regulations promulgated under the Code.

“TSX” means the Toronto Stock Exchange.

“U.S. Intended Tax Treatment” has the meaning specified in Section 2.14.

“U.S. Securities Act” means the United States Securities Act of 1933.

“U.S. Securities Exchange Act” means the United States Securities Exchange Act of 1934.

“U.S. Securities Laws” means the U.S. Securities Act, the U.S. Securities Exchange Act, and all rules, regulations and orders promulgated by the SEC under either of such statutes, together with any successor or comparable federal securities laws of the United States.

“Voting Support Agreements” has the meaning specified in the preamble.

“wilful breach” means a material breach that is a consequence of an act undertaken or a failure to act undertaken by the breaching Party with the actual knowledge that such act or failure to act would, or would be reasonably expected to, cause a breach of this Agreement.

In this Agreement, unless otherwise specified:

The schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.

For the purpose of this Agreement, it is acknowledged and agreed that disclosure in any section, subsection or schedule of the Disclosure Letter will be deemed disclosed with respect to all Sections of this Agreement and all other sections, subsections or schedules of the Disclosure Letter to the extent the relevance of such disclosure to such Section or subsection is reasonably apparent on the face of such disclosure. The Disclosure Letter forms an integral part of this Agreement for all purposes of it.

Article 2
THE ARRANGEMENT

The Corporation and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

The Corporation shall, as soon as reasonably practicable after the Agreement Date, but in any event, at a time so as to permit the Meeting to be held on or before the date specified in Section 2.3(b), apply to the Court in a manner reasonably acceptable to the Purchaser and, in cooperation with the Purchaser, prepare, file and diligently pursue a motion for the Interim Order, which must provide, among other things:

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

If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order, the Corporation shall use commercially reasonable efforts to submit the Arrangement to the Court and diligently pursue an application for the Final Order, promptly and in any event, but, subject to scheduling availability of the Court, no later than the second (2^nd) Business Day after the Arrangement Resolution is passed, or at such other time as agreed to by the Corporation and the Purchaser, each acting reasonably.

Subject to the terms of this Agreement, the Purchaser shall cooperate with, assist and consent to the Corporation seeking the Interim Order and the Final Order, including by providing to the Corporation, on a timely basis, any information regarding the Purchaser as required by applicable Law, or reasonably requested by the Corporation, to be supplied by the Purchaser and its affiliates in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall:

The Purchaser shall, prior to Closing, deposit, or cause to be deposited with the Depositary in escrow the aggregate Cash Consideration payable to Shareholders (the terms and conditions of such escrow to be satisfactory to the Corporation, the Depositary and the Purchaser, each acting reasonably) and an irrevocable instruction letter to the Purchaser’s transfer agent providing for the transfer to the Depositary of a number of Consideration Shares equal to the aggregate Share Consideration deliverable to Shareholders, in each case as provided for in the Plan of Arrangement, excluding any such payment in respect of Shares for which Dissent Rights have been validly exercised and not withdrawn.

The Parties agree that the Arrangement will be carried out with the intention that, and will use their commercially reasonable efforts to ensure that, assuming the Final Order is granted by the Court, all Consideration Shares issued pursuant to the Arrangement will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder and pursuant to similar exemptions from applicable state securities laws.

An Eligible Holder who receives Consideration Shares pursuant to the Arrangement will be entitled to make an income Tax election, pursuant to subsection 85(1) of the Tax Act, or subsection 85(2) of the Tax Act, as applicable (and in each case, where applicable, the analogous provision of provincial income Tax Law) (a “Section 85 Election”), by providing two duly completed and signed copies of the election form prescribed by the Tax Act (and, if applicable, any provincial Tax statute) (each, a “Section 85 Tax Election Form”) to the Purchaser within 90 days following the Effective Date (the “Section 85 Election Period”). Provided such information is correct and complete and in compliance with the requirements imposed under the Tax Act (or applicable provincial income Tax Law), the Purchaser covenants and agrees to, within 60 days after the receipt thereof, return two signed copies of each Section 85 Tax Election Form so delivered to it to such Eligible Holders for filing with the applicable Governmental Entities by such Eligible Holder. The Purchaser will not be responsible for the proper or accurate completion of any Section 85 Tax Election Form or for checking or verifying the contents of any Section 85 Tax Election Form and, except for the Purchaser’s obligation to return, within 60 days of receipt, duly completed Section 85 Tax Election Forms received by it before the end of the Section 85 Election Period, none of the Purchaser, the Corporation or any successor corporation will be responsible for any Taxes or any other costs or damages resulting from the failure by an Eligible Holder to properly and accurately complete or file the Section 85 Tax Election Forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial income tax Law). In its sole discretion, the Purchaser or any successor corporation may choose to sign and return a Section 85 Tax Election Form to an Eligible Holder that does not provide the necessary information within the Section 85 Election Period but will have no obligation to do so. The Purchaser will deliver a Tax instruction letter to an Eligible Holder promptly upon receipt of a letter of transmittal in which the Eligible Holder has indicated that such Eligible Holder wishes to receive a Tax instruction letter. The Tax instruction letter will provide general instructions on how to make the Section 85 Election.

For U.S. federal income tax purposes, the Arrangement is intended to constitute a single, integrated transaction qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, and this Agreement, together with the Plan of Arrangement is intended to be, and is hereby adopted as a “plan of reorganization” within the meaning of the Treasury Regulations promulgated under Section 368 of the Code for purposes of Sections 354 and 361 of the Code (the “U.S. Intended Tax Treatment”). To the extent applicable, each Party agrees to file all U.S. federal income Tax Returns, including IRS Form 8937, if applicable, in a manner consistent with the U.S. Intended Tax Treatment, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct. Each Party agrees to act in good faith, consistent with the intent of the Parties and the U.S. Intended Tax Treatment, and to use commercially reasonable efforts to not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from so qualifying for the U.S. Intended Tax Treatment.

Article 3
REPRESENTATIONS AND WARRANTIES

Article 4
COVENANTS

Nothing contained in this Agreement will give the Purchaser, directly or indirectly, the right to direct or control the Corporation’s business and operations prior to the Effective Date. Prior to the Effective Date, the Corporation will exercise, consistent with the terms of this Agreement, control and supervision over its business and operations. Nothing in this Section 4.1, including any of the restrictions set forth herein, will be interpreted in such a way as to place any Party in violation of applicable Law.

Nothing contained in this Agreement will give the Corporation, directly or indirectly, the right to direct or control the Purchaser’s business and operations prior to the Effective Date. Prior to the Effective Date, the Purchaser will exercise, consistent with the terms of this Agreement, control and supervision over its business and operations. Nothing in this Section 4.2, including any of the restrictions set forth herein, will be interpreted in such a way as to place any Party in violation of applicable Law.

The Parties shall jointly issue a press release with respect to this Agreement forthwith after its execution, with text and timing of the announcement to be approved by the Parties in advance, each acting reasonably, provided that the Parties shall agree to issue separate press releases if so requested by the Purchaser, with text and timing of the announcements to be approved by the Parties in advance, each acting reasonably. The Parties shall co-operate in the preparation of presentations, if any, to Securityholders regarding the Arrangement. Except as required by applicable Law, a Party must not issue any press release or make any other public statement, filing or disclosure with respect to this Agreement or the Arrangement without providing the other Party and its external legal counsel the opportunity to review such press release (and shall give reasonable and due consideration to all comments of the Purchaser and its external legal counsel) and receiving the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed (it being acknowledged and agreed that consent via e-mail is sufficient), and the Corporation must not make any filing with any Governmental Entity (other than as contemplated in Section 2.2, Section 2.4(8), Section 2.6, Section 4.3, Section 4.4 or Section 4.5 or as required by applicable Law) with respect to this Agreement or the Arrangement without the written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed (it being acknowledged and agreed that consent via e-mail is sufficient); provided that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Law, and if such disclosure is required and, in the case of the Purchaser, the Corporation has not reviewed or commented on such disclosure, or in the case of the Corporation, the Purchaser has not reviewed or commented on such disclosure, the other Party or Parties (as applicable) or such affiliate making such disclosure, shall use commercially reasonable efforts to give prior oral or written notice to the other Party or Parties (as applicable), and if such prior notice is not possible, to give such notice immediately following the making of such disclosure. None of the foregoing shall prevent the Parties, including affiliates, from making internal announcements to employees and having discussions with their respective Securityholders, financial analysts and other stakeholders so long as such discussions are limited to and consistent in all material respects with the most recent press releases, public disclosures or public statements made by the Parties. The Parties acknowledge that each of the Corporation and the Purchaser will publicly file this Agreement and each file a material change report relating thereto.

The Purchaser shall use its commercially reasonable efforts to obtain the Stock Exchange Approvals or conditional approval, subject only to customary conditions for listing of the Consideration Shares, prior to the mailing of the Circular, but in any event, prior to Closing. The Purchaser shall be responsible for and pay, or cause to be paid, all filing fees in connection with obtaining the Stock Exchange Approvals.

Provided the Corporation has provided written notice to the Purchaser, by the earlier of: (a) 15 Business Days following the date of the Meeting; and (b) 20 Business Days prior to the Effective Time, identifying an existing independent (as defined in Canadian Securities Laws) director of the Corporation whom the Corporation wishes to have appointed to the board of directors of the Purchaser, and such director is an individual who is not prohibited from acting as a director pursuant to the Business Corporations Act (Ontario), applicable Canadian Securities Laws and the rules of any recognized stock exchange on which the Purchaser Shares are listed for trading, the Purchaser shall appoint such director to the board of directors of the Purchaser, effective following the Effective Time.

The Purchaser covenants and agrees that, at least two (2) Business Days prior to the Effective Date, it shall incorporate and organize AcquireCo and, until the consummation of the amalgamation contemplated by the Plan of Arrangement, own all of the outstanding shares in the capital of AcquireCo.

Article 5
ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Notwithstanding Section 5.1, the Corporation, its Subsidiaries and their respective Representatives may at any time prior to obtaining the Required Shareholder Approval, enter into, or participate in, any discussions or negotiations with an arm’s length third party who (without any solicitation, initiation or encouragement, directly or indirectly, after the Agreement Date, by the Corporation, its Subsidiaries or any of their respective Representatives) seeks to initiate such discussions or negotiations and, subject to execution of an Acceptable Confidentiality Agreement, may furnish to such third party information concerning the Corporation and its business, affairs, properties and assets (on the condition that such third party is not furnished with greater access or information than the Purchaser), in each case if and only to the extent that:

Article 6
CONDITIONS

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

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

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

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Registrar. 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 2.10 hereof shall be released from escrow when the Certificate of Arrangement is issued by the Registrar without any further act or formality required on the part of any Person.

Article 7
TERM AND TERMINATION

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

This Agreement may be terminated and the Arrangement abandoned at any time prior to the Effective Time (notwithstanding approval of the Arrangement Resolution by the Shareholders and/or receipt of the Final Order) by:

provided that, in each case, the Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(1)) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for the Party’s exercise of its termination right.

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder or Representative of such Party) to the other Party to this Agreement, except that: (a) in the event of termination under Section 7.1 as a result of the Effective Time occurring, Section 2.8 [Articles of Arrangement and Effective Date], Section 4.7(4) [Privacy Matters] and Section 4.10(1) [Insurance and Indemnification] shall survive such termination; and (b) in the event of termination under Section 7.2, Section 2.4(5) [Purchaser Misrepresentation in Circular], Section 2.4(6) [Corporation Misrepresentation in Circular], Section 4.6(3) [Confidentiality], Section 4.15(4) [Pre-Closing Reorganization Reimbursement], this Section 7.3 through to and including Section 8.13, Section 1.2 and all related definitions set forth in Section 1.1 shall survive, and subject to Section 7.4(7), no Party shall be relieved of any liability for any wilful breach by it of this Agreement or damages arising as a result of its fraud.

provided that, for the purposes of this Section 7.4(3)(f), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to “50% or more”.

If this Agreement is terminated by:

(each of the above, if not timely cured, if applicable, or waived by the Corporation, being (upon expiration of the applicable cure period) hereinafter referred to as a “Corporation Expense Reimbursement Event”), the Purchaser shall pay to the Corporation $20,000,000 (the “Corporation Expense Reimbursement Amount”), in consideration for the expenses incurred by the Corporation in connection with the Arrangement, in immediately available funds, to an account designated by the Corporation, provided that if the Corporation is in material breach of its obligations at the time of termination of the Agreement such amount will not be payable.

Article 8
GENERAL PROVISIONS

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

provided that no such amendment or waiver may reduce or materially adversely affect the Consideration to be received by Shareholders pursuant to the Arrangement or change the timing of payment, or the form of, the Consideration without their approval at the Meeting or, following the Meeting, without their approval given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

1759 Purdy Avenue,
Suite 300
Miami Beach, Florida
33139
USA

with a copy to (which shall not constitute notice):

Stikeman Elliott LLP
5300 Commerce Court West            
199 Bay Street
Toronto, Ontario, M5L 1B9
Canada

2300, 225 – 6^th Avenue S.W.

Calgary, Alberta T2P 1N2

with a copy to (which shall not constitute notice):

McCarthy Tétrault LLP
Suite 4000
421 - 7th Avenue SW
Calgary AB T2P 4K9

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 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.

Subject to the terms of this Section 8.4, 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. Subject to the terms of this Section 8.4, it is accordingly agreed that the Parties shall be entitled to specific performance of the terms of this Agreement and an injunction or injunctions 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: (a) proof of damages; or (b) the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

The Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum, except as provided in Section 2.4(5) [Purchaser Misrepresentation in Circular], Section 2.4(6) [Corporation Misrepresentation in Circular], Section 2.7 [Incentive Plans], Section 4.10(1) [Insurance and Indemnification] and Section 4.15(4) [Pre-Acquisition Reorganization], which, without limiting their terms, are intended as stipulations for the irrevocable benefit of, and shall be enforceable by, the third Persons mentioned in such provisions.

Any Party may: (a) extend the time for the performance of any of the obligations or acts of the other Party; (b) waive compliance, except as provided herein, with any of the other Party’s agreements or the fulfilment of any conditions to its own obligations contained herein; or (c) waive inaccuracies in any of the other Party’s representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of the Party to be bound by the waiver and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived. 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.

This Agreement (including the exhibits and schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof and, supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no other representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matters of this Agreement or the Confidentiality Agreement, except as expressly provided herein and therein. Except as expressly provided herein, this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or 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 term or other provision is invalid, illegal or incapable of being enforced, 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.

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.

This Agreement may only be enforced against, and any proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. No Financing Source or past, present or future director, officer, employee, incorporator, manager, member, general or limited partner, shareholder (or equivalent), equityholder, controlling Person, affiliate, agent, attorney or other Representative of any Party hereto or any of their successors or permitted assigns or any director, officer, employee, incorporator, manager, member, general or limited partner, shareholder, equityholder, controlling Person, affiliate, agent, attorney or other Representative of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability whatsoever (whether in contract, in tort or otherwise) to the Corporation or any of its affiliates under this Agreement or the transactions contemplated hereby or in connection with any Financing. Without limiting the rights of any Party to this Agreement against any other Party, in no event shall the Purchaser, the Corporation or any of their respective affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

This Agreement may be executed in any number of counterparts (including counterparts by e-mail) 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 electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF the Parties have executed this Agreement.

[Signature Page to the Arrangement Agreement]

[Signature Page to the Arrangement Agreement]

SCHEDULE A
PLAN OF ARRANGEMENT

UNDER SECTION 193
OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

Article 1
INTERPRETATION

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):

“ABCA” means the Business Corporations Act (Alberta).

“AcquireCo” means [●]¹ a corporation existing under the Laws of the Province of Alberta.

“Adjustment Factor” means 2.0.

“Arrangement” means the arrangement pursuant to Section 193 of the ABCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and Section 7.1, in accordance with the terms of the Interim Order, or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

“Arrangement Agreement” means the arrangement agreement dated April 12, 2026, between the Purchaser and the Corporation (including the schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“Arrangement Resolution” means the special resolution approving this Plan of Arrangement, substantially in the form of Schedule B to the Arrangement Agreement.

“Articles of Arrangement” means the articles of arrangement of the Corporation in respect of the Arrangement, required by the ABCA to be sent to the Registrar after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

“ASC” means the Alberta Securities Commission.

“Available Cash Election Amount” means, expressed in dollars, an amount equal to the greater of (A) zero; and (B) the Cash Maximum, less: (i) the aggregate amount of Cash Consideration payable to Combination Electing Shareholders and (ii) the aggregate amount of Cash Consideration that would be payable to Dissenting Shareholders if each Dissenting Shareholder were a Combination Electing Shareholder.

“Available Share Election Number” means the Share Maximum less: (i) the aggregate number of Consideration Shares deliverable to Combination Electing Shareholders and (ii) the aggregate number of Consideration Shares that would be payable to Dissenting Shareholders if each Dissenting Shareholder were a Combination Electing Shareholder.

¹ AcquireCo name to be inserted once AcquireCo is incorporated in accordance with Section 4.17 of the Arrangement Agreement.

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

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Calgary, Alberta.

“Cash Consideration” means the consideration in the form of cash to be paid to Shareholders (other than to Dissenting Shareholders) pursuant to this Plan of Arrangement excluding the Mandatory Cash Amount.

“Cash Elected Consideration” means an amount in cash equal to the Cash Value.

“Cash Electing Shareholder” means a Shareholder, other than a Dissenting Shareholder, who has duly and properly elected, in a Filed Letter of Transmittal and Election Form, to receive the Cash Elected Consideration in respect of their Shares.

“Cash Election Amount” means the aggregate amount of Cash Consideration that would be payable to Cash Electing Shareholders before giving effect to Section 2.4.

“Cash Maximum” means the aggregate amount in cash equal to the product obtained by multiplying the number of Shares issued and outstanding immediately prior to the Effective Time by $4.95.

“Cash Value” means $24.75.

“Certificate of Arrangement” means the certificate or proof of filing pursuant to subsection 193(11) of the ABCA to be issued by the Registrar upon receipt of the Articles of Arrangement.

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

“Combination Elected Consideration” means: (i) $4.95 in cash; and (ii) 0.3356 of a Consideration Share.

“Combination Electing Shareholder” means each Shareholder, other than a Dissenting Shareholder,      who has duly and properly elected in a Filed Letter of Transmittal and Election Form, or has been deemed to have so elected, to receive the Combination Elected Consideration in respect of their Shares.

“Consideration” means the aggregate consideration to be paid and received pursuant to this Plan of Arrangement in respect of each Share that is transferred to the Purchaser, consisting of (i) the Mandatory Cash Amount, (ii) the Cash Consideration, and/or (iii) the Share Consideration, subject to, in the case of clauses (ii) and (iii), the elections, maximum amounts and pro rationing as set forth in this Plan of Arrangement.

“Consideration Election” has the meaning specified in Section 3.1(1).

“Consideration Shares” means the Purchaser Subordinate Voting Shares issuable pursuant to this Plan of Arrangement.

“control” (and any derivatives thereof, including “controlled”) means: (a) in relation to a Person that is a corporation, the ownership, directly or indirectly, of voting shares of such Person carrying more than 50% of the voting rights attaching to all voting shares of such Person and which are sufficient, if exercised, to elect a majority of its board of directors; and (b) in relation to a Person that is a partnership, limited partnership, trust or other unincorporated entity (i) the ownership, directly or indirectly, of voting securities of such Person carrying more than 50% of the voting rights attaching to all voting securities of the Person, or (ii) the ownership of other interests or the holding of a position (such as general partner of a limited partnership or trustee of a trust) entitling the holder to exercise control and direction over the activities of such Person.

“Corporation” means SECURE Waste Infrastructure Corp.

“Corporation DSU Holders” means holders of Corporation DSUs.

“Corporation DSU Plan” means the Corporation’s deferred share unit plan dated April 3, 2012, as amended from time to time.

“Corporation DSUs” means any outstanding deferred share units issued by the Corporation pursuant to the Corporation Omnibus Incentive Plan.

“Corporation Omnibus Incentive Plan” means the omnibus incentive plan of the Corporation, approved by the Shareholders on May 2, 2025.

“Corporation Phantom PSU” means any outstanding phantom PSU of the Corporation issued pursuant to an Incentive Plan.

“Corporation Phantom RSU” means any outstanding phantom RSU of the Corporation issued pursuant to an Incentive Plan.

“Corporation Phantom Unit Cash Plan” means the Corporation’s phantom unit cash plan dated January 8, 2019, as amended from time to time.

“Corporation Phantom Unit Holders” means holders of Corporation Phantom PSUs and/or Corporation Phantom RSUs.

“Corporation PSU Holders” means holders of Corporation PSUs.

“Corporation PSUs” means any outstanding performance share units issued by the Corporation pursuant to an Incentive Plan.

“Corporation RSU Holders” means holders of Corporation RSUs.

“Corporation RSUs” means any outstanding restricted share units issued by the Corporation pursuant to an Incentive Plan.

“Corporation Unit Incentive Plan” means the unit incentive plan of the Corporation approved by the Shareholders on April 29, 2022, and as amended and restated by the Corporation Omnibus Incentive Plan.

“Court” means the Court of King’s Bench of Alberta.

“Depositary” means such Person as the Corporation may appoint to act as depositary for the Shares in relation to the Arrangement, with approval of the Purchaser acting reasonably.

“Dissent Rights” has the meaning specified in Section 4.1.

“Dissenting Shareholder” means a registered holder of Shares as of the record date of the Meeting who: (i) has validly exercised its Dissent Rights in strict compliance with the Dissent Rights, (ii) has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, and (iii) is ultimately entitled to be paid the fair value for their Shares, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.

“DSU Agreement” means an agreement evidencing the terms of any Corporation DSU or Legacy Tervita DSU.

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“Effective Time” means 12:01 a.m. (Calgary time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“Election Deadline” means 5:00 p.m. (Calgary time) on the date that is (i) agreed by the Corporation and the Purchaser, each acting reasonably, and (ii) announced by the Corporation by means of a news release at least two (2) Business Days before such date.

“Eligible Holder” means a beneficial holder of Shares that is: (a) a resident of Canada for the purposes of the Tax Act and not exempt from tax under Part I of the Tax Act; or (b) a partnership any member of which is a resident of Canada for the purposes of the Tax Act (other than a partnership all members of which that are residents of Canada are exempt from tax under Part I of the Tax Act).

“Exchange Ratio” means 0.4195.

“Filed Letter of Transmittal and Election Form” means a duly and properly completed Letter of Transmittal and Election Form deposited with the Depositary on or before the Election Deadline by a Shareholder, accompanied by the certificate(s) representing such holder’s Shares.

“Final Order” means the final order of the Court pursuant to section 193(4) of the ABCA, in a form acceptable to the Corporation and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Time or, if appealed, then unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended (with the consent of both the Corporation and the Purchaser, each acting reasonably) on appeal.

“Fractional Consideration Share Entitlement” has the meaning specified in Section 6.6.

“Governmental Entity” means: (a) any applicable international, multinational, national, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitrator or arbitral body (public or private), commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (b) any political subdivision, agent or authority of any of the foregoing; (c) any 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 (d) any Securities Authority, the SEC or any stock exchange, including the TSX and the NYSE.

“Incentive Plans” means, collectively: (a) the Corporation Omnibus Incentive Plan; (b) the Corporation DSU Plan; (c) the Tervita DSU Plan; (d) the Corporation Phantom Unit Cash Plan; and (e) the Corporation Unit Incentive Plan.

“Interim Order” means the interim order of the Court pursuant to section 193(4) of the ABCA, in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

“Law” means, with respect to any Person, any and all applicable supranational, national, federal, provincial, territorial, state, municipal or local law (statutory, civil, common or otherwise), constitution, treaty, convention, ordinance, act, statute, code, rule, regulation, Order or other 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 all policies, practices, guidelines, including, without limitation, Tax Laws.

“Legacy Tervita DSU Holders” means holders of Legacy Tervita DSUs.

“Legacy Tervita DSUs” means any outstanding deferred share units of Tervita Corporation, issued pursuant to the Tervita DSU Plan.

“Letter of Transmittal and Election Form” means the letter of transmittal and election form sent by the Corporation to Shareholders to surrender the certificates representing their Shares and to elect to receive, on completion of the Arrangement, the Cash Elected Consideration, Share Elected Consideration or Combination Elected Consideration, in exchange for their Shares.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, statutory or deemed trust, prior claim, encroachment, option, right of first refusal or first offer, license, occupancy right, restrictive covenant, assignment, lien (statutory or otherwise), easement, title retention agreement or arrangement, conditional sale, defect of title or encumbrance of any kind or any nature which, in substance, secures payment or performance of an obligation, and in each case, whether contingent or absolute and, without limitation to the foregoing, includes, in respect of the Corporation Real Property, any agreements, leases, options, easements, rights of way, restrictions, executions or other encumbrances, liens or interests (including notices or other registrations in respect of any of the foregoing) affecting title thereto.

“Mandatory Cash Amount” means $0.0001.

“Meeting” means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, 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 Circular and agreed to in writing by the Purchaser.

“Net Proceeds Amount Per Consideration Share” has the meaning specified in Section 6.6.

“Order” means any order, injunction, judgement, decree, determination, writ, consent, stipulation, award or ruling of, or agreement (including without limitation any settlement agreement, disciplinary agreement, consent or conciliation agreement, or memoranda of understanding) with, any Governmental Entity.

“Parties” means the Purchaser and the Corporation, and “Party” means any one of them.

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

“Phantom Unit Agreement” means an agreement evidencing the terms of any Corporation Phantom PSU or Corporation Phantom RSU.

“Plan of Arrangement” means this plan of arrangement proposed under Section 193 of the ABCA, and any amendments or variations made in accordance with the terms of the Arrangement Agreement and Section 7.1, in accordance with the terms of the Interim Order, or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

“Purchaser” means GFL Environmental Inc.

“Purchaser Subordinate Voting Shares” means the subordinate voting shares in the capital of the Purchaser.

“PSU Agreement” means an agreement evidencing the terms of any Corporation PSU.

“Registrar” means the Registrar of Corporations for the Province of Alberta or a Deputy Registrar of Corporations appointed under section 263 of the ABCA.

“Representative” means, with respect to any Person, any officer, director, employee, representative (including any financial, legal or other advisor) or agent of such Person or of any of its Subsidiaries or affiliates.

“Remaining Cash Amount” means, expressed in dollars, the Available Cash Election Amount less the aggregate amount of Cash Consideration payable to Cash Electing Shareholders.

“Remaining Share Number” means the Available Share Election Number less the aggregate number of Consideration Shares deliverable to Share Electing Shareholders.

“RSU Agreement” means an agreement evidencing the terms of any Corporation RSU.

“SEC” means the United States Securities and Exchange Commission.

“Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986.

“Securities Authority” means collectively, the ASC, or any other applicable securities commission or regulatory authority of each province or territory of Canada.

“Securityholders” means, collectively, the Shareholders, Corporation RSU Holders, Corporation PSU Holders, Corporation DSU Holders, Legacy Tervita DSU Holders and Corporation Phantom Unit Holders.

“Share Consideration” means the consideration in the form of Consideration Shares to be paid to Shareholders (other than Dissenting Shareholders) pursuant to this Plan of Arrangement.

“Share Elected Consideration” means the number of Consideration Shares equal to the number of Shares held by a Share Electing Shareholder multiplied by the Exchange Ratio.

“Share Electing Shareholder” means a Shareholder, other than a Dissenting Shareholder, who has duly and properly elected, in a Filed Letter of Transmittal and Election Form, to receive the Share Elected Consideration in respect of their Shares.

“Share Election Number” means the aggregate number of Consideration Shares that would be deliverable to Share Electing Shareholders before giving effect to Section 2.4.

“Share Maximum” means such number of Consideration Shares as is equal to the product obtained by multiplying the number of Shares issued and outstanding immediately prior to the Effective Time by 0.3356.

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

“Shares” means the common shares in the capital of the Corporation.

“Subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a Subsidiary of that Subsidiary.

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, each as amended.

“Tervita DSU Plan” means the amended and restated deferred share unit plan pertaining to Legacy Tervita DSUs.

In this Plan of Arrangement, unless otherwise specified:

Article 2
THE ARRANGEMENT

This Plan of Arrangement constitutes an arrangement under Section 193 of the ABCA and is made pursuant to, and is subject to the provisions 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. If there are any inconsistencies or conflict between this Plan of Arrangement and the Arrangement Agreement, the terms of this Plan of Arrangement shall govern.

Commencing at the Effective Time, each of the events and transactions set out below shall occur and shall be deemed to occur consecutively in the following order without any further act or formality, in each case, unless stated otherwise, effective as at one (1) minute intervals starting at the Effective Time:

The Purchaser shall not be obligated to pay or cause the payment of more Cash Consideration than the Cash Maximum or more Share Consideration than the Share Maximum and, in this regard and notwithstanding any provision herein to the contrary, either:

All Consideration Shares issued pursuant hereto shall be validly issued and outstanding as fully paid and non-assessable shares.

An Eligible Holder who receives Consideration Shares pursuant to Section 2.3(9) shall be entitled to make an income Tax election, pursuant to subsection 85(1) of the Tax Act or subsection 85(2) of the Tax Act, as applicable (and in each case, where applicable, the analogous provision of provincial income Tax Law) (a “Section 85 Election”), by providing two duly completed and signed copies of the election form prescribed by the Tax Act (and, if applicable, any provincial Tax statute) (each, a “Section 85 Tax Election Form”) to the Purchaser within 90 days following the Effective Date (the “Section 85 Election Period”). Provided such information is correct and complete and in compliance with the requirements imposed under the Tax Act (or applicable provincial income Tax Law), the Purchaser shall, within 60 days after the receipt thereof, return two signed copies of each Section 85 Tax Election Form so delivered to it to such Eligible Holder for filing with the applicable Governmental Entities by such Eligible Holder. The Purchaser will not be responsible for the proper or accurate completion of any Section 85 Tax Election Form or for checking or verifying the contents of any Section 85 Tax Election Form and, except for the Purchaser’s obligation to return, within 60 days of receipt, duly completed Section 85 Tax Election Forms received by it before the end of the Section 85 Election Period, none of the Purchaser, the Corporation or any successor corporation will be responsible for any Taxes or any other costs or damages resulting from the failure by an Eligible Holder to properly and accurately complete or file the Section 85 Tax Election Forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial income tax Law). In its sole discretion, the Purchaser or any successor corporation may choose to sign and return a Section 85 Tax Election Form to an Eligible Holder that does not provide the necessary information within the Section 85 Election Period but will have no obligation to do so.

Article 3

CONSIDERATION ELECTION

Article 4
DISSENT RIGHTS

Article 5
U.S. Securities Laws

The Purchaser and the Corporation intend that the issuance of the securities under this Plan of Arrangement, including the Consideration Shares under this Plan of Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by Section 3(a)(10) thereof, and each of the Purchaser and the Corporation shall take such reasonable actions as shall be required to facilitate reliance on such exemption in connection with the Arrangement.

Article 6
CERTIFICATES AND PAYMENTS

In the event any certificate which immediately prior to the Effective Time represented one or more Shares that were transferred pursuant to Section 2.3 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 and who was listed immediately prior to the Effective Time as the registered holder thereof on the share register maintained by or on behalf of the Corporation, the Depositary shall issue in exchange for such lost, stolen or destroyed certificate, the relevant Consideration to which such holder is entitled to receive for such Shares under this Plan of Arrangement in accordance with such holder’s Letter of Transmittal and Election Form. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Corporation and the Purchaser in a manner satisfactory to the Corporation and the Purchaser (each acting reasonably) against any claim that may be made against the Corporation or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

Any exchange or transfer of securities in accordance with this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Notwithstanding anything contained herein, if the aggregate cash amount which a former Securityholder is entitled to receive pursuant to Section 2.3 would: (i) be less than $0.01 in the aggregate, such cash shall be rounded up to $0.01; or (ii) otherwise include a fraction of $0.01, then the aggregate cash amount to which such former Securityholder shall be entitled to receive shall be rounded down to the nearest whole $0.01.

In the event a Securityholder is entitled to receive a fractional interest in a Consideration Share pursuant to Section 2.3, the number of Consideration Shares to be delivered to such Securityholder shall be rounded down to the nearest whole Consideration Share. Any such entitlements to fractional Consideration Shares will be aggregated, rounded down to the nearest whole Consideration Share (the fractional portion of such aggregate number of Consideration Shares eliminated when rounding down, which for greater certainty shall be less than one Consideration Share in the aggregate, the “Fractional Consideration Share Entitlement”) and sold in the market by the Depositary, on behalf of the former Securityholder entitled to receive a fractional interest in a Consideration Share, as soon as practicable after the Effective Date at the then prevailing prices on the TSX or NYSE, at the Depositary’s discretion. The Depositary shall use its commercially reasonable efforts to complete the sale of such Consideration Shares as promptly following the Effective Time as is practicable, consistent with obtaining the best execution of such sales in light of prevailing market conditions. The net proceeds of such sales after deduction of all expenses, transfer Taxes and commissions incurred in connection with such sales (such aggregate net proceeds received by the Depositary divided by the number of Consideration Shares sold by the Depositary on the TSX or NYSE pursuant to this Section 6.6 being the “Net Proceeds Amount Per Consideration Share”), together with an amount in cash to be deposited by the Purchaser with the Depositary in respect of the Fractional Consideration Share Entitlement equal to the product of the Fractional Consideration Share Entitlement multiplied by the Net Proceeds Amount Per Consideration Share, will be held by the Depositary in trust for such former Securityholders entitled to receive a fractional interest in a Consideration Share, and such aggregate cash amount shall be paid by the Depositary in due proportions to such former Securityholders. Any cash payment to a Securityholder pursuant to this Section 6.6 that includes a fraction of a cent shall be rounded in accordance with Section 6.5.

For the purposes of this Plan of Arrangement, any reference to a “certificate” in respect of Shares or Consideration Shares shall include evidence of registered ownership of Shares or Consideration Shares, as the case may be, in an electronic book-based system maintained by the registrar and transfer agent of the Shares or Consideration Shares, and the provisions of this Plan of Arrangement shall be read and construed (and where applicable, modified) to give effect to such interpretation.

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Shares, Corporation RSUs, Corporation PSUs, Corporation DSUs, Legacy Tervita DSUs, Corporation Phantom RSUs and Corporation Phantom PSUs issued or outstanding prior to the Effective Time; (b) the rights and obligations of the Securityholders, the Corporation, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Shares, Corporation RSUs, Corporation PSUs, Corporation DSUs, Legacy Tervita DSUs, Corporation Phantom RSUs or Corporation Phantom PSUs shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Article 7
AMENDMENTS

Article 8
FURTHER ASSURANCES

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall 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 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 reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Plan of Arrangement.

SCHEDULE B
ARRANGEMENT RESOLUTION

BE IT RESOLVED, BY SPECIAL RESOLUTION THAT:

SCHEDULE C
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

The Corporation is a corporation duly incorporated and validly existing under the Laws of the Province of Alberta and has all requisite corporate power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted. The Corporation is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification, licensing or registration necessary, except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The Corporation has made available to the Purchaser true, complete and correct copies of the Corporation’s Constating Documents and such documents are in full force and effect.

The Corporation has the requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance by the Corporation of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Corporation and no other corporate proceedings on the part of the Corporation are necessary to authorize the execution, delivery and performance by the Corporation of its obligations under this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby, other than approval of the Circular and calling of the Meeting by the Board and receipt of the Required Shareholder Approval, the Interim Order and the Final Order.

This Agreement has been duly executed and delivered by the Corporation, and constitutes a legal, valid and binding agreement of the Corporation enforceable against it in accordance with its terms subject only to any limitation on enforcement under Laws relating to: (a) bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors’ rights generally; and (b) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction.

The execution, delivery and performance by the Corporation of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity by the Corporation or any of its Subsidiaries other than as contemplated by this Agreement and any consents, waivers, approvals, actions or filings or notifications, the absence of which, if not taken or made, would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or be expected to materially prevent or impede or delay the completion of the Arrangement and the transactions contemplated hereby.

The execution, delivery and performance by the Corporation of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

except, in respect of the matters referred to in paragraphs 5(b), 5(c), and 5(d), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Except as disclosed in Schedule C 7 of the Disclosure Letter, the Corporation and its Subsidiaries: (a) are not subject to, or affected by, any unanimous shareholders agreement; and (b) are not party to any Shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Corporation or of any of its Subsidiaries or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in the Corporation or in any of its Subsidiaries.

The Corporation and each of its Subsidiaries is, and since January 1, 2025, has been, in compliance with applicable Law in all material respects. Neither the Corporation nor any of its Subsidiaries is, or since January 1, 2025, has been, to the knowledge of the Corporation, under any audit or investigation with respect to, or has received written notice of, or has been charged with, or, to the knowledge of the Corporation, threatened to be charged with, any violation or alleged violation of any applicable Law in any material respect that would be material to the Corporation and its Subsidiaries, taken as a whole.

except where such failure to obtain, non-compliance, or other matters contemplated in this paragraph 11, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

The Board has received the RBC Opinion and the Special Committee has received the ATB Opinion, the conclusions of which have been communicated to the Purchaser and true and complete copies of which, when executed and delivered in writing, will be made available to the Purchaser, and the Financial Advisor Opinions have not been withdrawn or modified.

Except as disclosed in Schedule C 13 of the Disclosure Letter, to the knowledge of the Corporation, there are no Persons described in items (a) through (d) of section 8.1(2) of MI 61-101 that will be required to be excluded for purposes of section 8.1(1) of MI 61-101.

Other than in respect of RBC Capital Markets, Moelis and ATB, no investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the Corporation or any of its Subsidiaries and is entitled to any fee, commission or other payment from the Corporation or any of its Subsidiaries in connection with the Arrangement or any other transaction contemplated by this Agreement other than fees payable to legal counsel, the financial advisors to the Corporation and the Special Committee and in connection with the delivery of the Financial Advisor Opinions.

Since January 1, 2025:

Schedule C 21 of the Disclosure Letter sets forth a comprehensive listing of the top twenty (20) suppliers of goods and services to the Corporation and its Subsidiaries during the twelve (12) month period ending December 31, 2025 by dollar value of payments (excluding pass through charges) and the top twenty (20) customers of goods and services of the Corporation and its Subsidiaries during the twelve (12) month period ending December 31, 2025 by dollar value of payments (excluding pass through charges), together with, in each case, the amount so paid or billed (excluding pass through charges). With respect to each of the suppliers and customers listed on Schedule C 21 of the Disclosure Letter, since January 1, 2025, there has been no unresolved material disputes, termination, material reduction of volume, renegotiation of pricing terms or other material terms of any Contract, or any material modification or material change in the business relationship with any material supplier or customer, and to the knowledge of the Corporation, no such supplier or customer intends to do any of the foregoing.