Exhibit 2.1

Execution Version

Dated as of January 31, 2026

TABLE OF CONTENTS

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement dated as of January 31, 2026 is made

RECITALS:

NOW, THEREFORE, the Parties hereby agree as follows:

Article 1
INTERPRETATION

Section 1.1 Definitions.

In this Agreement:

“2017 Option Plan” means the Employee Plan that is the 2017 Stock Option Plan of Previan Technologies (as successor to NDT Québec Inc.) dated and effective as of March 3, 2017, as amended from time to time.

“2018 Option Plan” means the Employee Plan that is the Stock Option Plan – Eddyfi 2018 (formerly the 2018 stock option plan of Eddyfi NDT Inc.) of Previan Technologies (as successor to NDT Québec Inc.) dated and effective as of January 23, 2020, as amended from time to time.

“2020 (April) Option Plan” means the Employee Plan that is the 2020 Stock Option Plan of Previan Technologies (as successor to NDT Québec Inc.) dated April 29, 2020 but effective as of February 3, 2020.

“2020 (September) Option Plan” means the Employee Plan that is the 2020 Stock Option Plan of Previan Technologies (as successor to NDT Québec Inc.) dated September 1, 2020 but effective as of February 3, 2020.

“2024 Option Plan” means the Employee Plan that is the 2024 Stock Option Plan of Previan Technologies (as successor to Previan Holding Inc.) dated November 6, 2024.

“Accounting Principles” means in the following order of priority: (a) the accounting methods, categorizations, practices, estimation techniques, assumptions, principles and calculations utilized in the preparation of Exhibit B; (b) to the extent not addressed in the immediately preceding clause (a), the accounting principles, policies, treatments, categorizations, practices, methods, bases and estimates applied (including in the exercise of management judgment and discretion) used in the preparation of the most recent Annual Financial Statements; and (c) to the extent not addressed in the preceding clauses (a) and (b), IFRS.

“Affiliate” means, with respect to any Person, any other Person who or which directly or indirectly controls, is controlled by or is under direct or indirect common control with such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to “control” another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” shall have a similar meaning.

“Agreement” means this Share Purchase Agreement and all Exhibits and Schedules attached hereto, as the same may be amended or supplemented from time to time.

“Ancillary Agreements” means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

“André” has the meaning set out in the recitals hereto.

“Annual Financial Statements” means the audited consolidated financial statements of Previan Technologies for the fiscal year ended December 31, 2024.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), the UK Bribery Act 2010, and any other applicable anti-corruption laws or regulations.

“Anti-Money Laundering Laws” means Laws relating to money laundering, including financial recordkeeping and reporting requirements, in any jurisdiction in which the Corporation or its Subsidiaries is incorporated or does business.

“Antitrust Clearances” means the HSR Clearance and, if required, the Competition Act Clearance.

“Antitrust Laws” means the Competition Act, the HSR Act, and any other applicable national, regional, domestic or foreign Law designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition.

“Applicable Law” means, with respect to any Person, property, transaction, event or other matter, (a) any foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law or equity, rule, municipal by-law, Order or other requirement having the force of law, and (b) any policy, practice, protocol, standard or guideline of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law (the immediately preceding clauses (a) and (b), collectively, “Law”), in each case relating or applicable to such Person, property, transaction, event or other matter and also includes, where appropriate, any interpretation of Law (or any part thereof) by any Person having jurisdiction over it or charged with its administration or interpretation.

“Auditors” means KPMG LLP.

“Authorization” means, with respect to any member of the Group, any Order, permit, approval, consent, waiver, license, or similar authorization of any Governmental Authority having jurisdiction over such member of the Group.

“Books and Records” means any books, records and accounts of the Group related to the Business including, without limitation, invoices, financial data and records and copies of filed Tax Returns but excludes all privileged communications and all documents containing such communications related to the Transactions or any other transactions contemplated in any Ancillary Agreements.

“Business” means the business carried on by the Group as of the date hereof, consisting of providing diagnostic technology products, software and solutions for infrastructures and critical assets.

“Business Day” means any day except Saturday, Sunday or any day on which the principal commercial banks are generally not open for business in Quebec City, Quebec or North Bethesda, Maryland, USA.

“Carved-Out IP Rights” has the meaning set out in Section 4.13(1).

“Cash” means the aggregate sum of all cash and cash equivalents (including marketable securities that are convertible into cash within ninety (90) days, checks, bank deposits and short-term investments and deposits with third parties, but net of all issued but uncleared checks, wires in transit and drafts) of the Group and the Holdcos, on a consolidated basis, as determined in accordance with the Accounting Principles.

“Cash Out Options Amount” means the amount equal to the aggregate “in-the-money” value of the Options payable to the Option Holders, before any applicable withholding, for the cancellation of their Options in accordance with the Option Notice.

“CASL” means 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, as amended, and the regulations promulgated thereunder.

“CDP” has the meaning set out in the recitals hereto.

“CFIUS” means the Committee on Foreign Investment in the United States or any U.S. Governmental Authority acting in its capacity as a member of CFIUS or directly involved in CFIUS’s review of the Transactions.

“Claim” means claims, demands, complaints, proceedings, actions, objections, appeals, arbitrations, suits, audits, hearings, inquiries, investigations, assessments, reassessments or grievances commenced, brought, conducted or heard by or before, any Governmental Authority.

“Classified Government Contracts” means any contracts, orders, and tasks of the Group that are held or received by, or requested of, the Group or any member of the Group in connection with which the Group or one or more members of the Group is required by Law to hold a Facility Clearance (as defined under the NISPOM) or for which one or more members of the Group is otherwise required to have access to classified information to perform certain contract, order or task requirements.

“Closing” means the completion of the purchase and sale of the Purchased Shares in accordance with the provisions of this Agreement on the Closing Date.

“Closing Cash” means the Cash as of immediately prior to the Effective Time, calculated in accordance with the Accounting Principles.

“Closing Date” has the meaning set out in Section 6.1.

“Closing Date Balance Sheet” means the consolidated balance sheet of the Group audited by the Auditors, for the period ending as of immediately prior to the Effective Time.

“Closing Indebtedness” means the Indebtedness as of immediately prior to the Effective Time, calculated in accordance with the Accounting Principles.

“Closing Payment” has the meaning set out in Section 2.3(g).

“Closing Schedule” means the statement substantially in the form of the statement attached hereto as Exhibit B calculating the (a) Closing Cash, (b) Closing Working Capital, (c) Closing Indebtedness, and (d) Closing Transaction Expenses; in each case, prepared in accordance with the illustrative calculation attached in Exhibit B.

“Closing Transaction Expenses” means the amount of Corporation Transaction Expenses as of immediately prior to the Effective Time.

“Closing Working Capital” means the Working Capital as of immediately prior to the Effective Time, calculated in accordance with the Accounting Principles and the illustrative calculation attached in Exhibit B.

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

“Commissioner” means the Commissioner of Competition established under subsection 7(1) of the Competition Act and any Person authorized to perform duties on behalf of the Commissioner of Competition.

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

“Competition Act Clearance” means, if required, the following with respect to the Transactions:

“Computer Systems” means all computer hardware, peripheral equipment, software and firmware, processed data, technology infrastructure and other computer systems and services that are used by or accessible to any member of the Group to receive, store, process or transmit data, to carry on the Business or to carry on its day-to-day operations and affairs.

“Confidentiality Agreement” has the meaning set out in Section 4.5.

“Contracts” means all contracts, agreements, licences, leases, purchase orders, arrangements and legally enforceable commitments, in each case, whether oral or written.

“Corporation” has the meaning set out in the recitals hereto.

“Corporation Transaction Expenses” means the aggregate amount of all fees, costs, expenses or other amounts incurred or payable by any member of the Group in connection with or triggered by the Transactions, without duplication with and excluding any liabilities and items included in the calculation of the Working Capital, the Indebtedness and the Vendors’ Transaction Expenses, including, without limitation, (a) the out-of-pocket fees and expenses of investment bankers, legal counsel, accountants, consultants, independent contractors, brokers, finders or similar service providers, and other advisors in connection with or triggered by the negotiation, execution and delivery of this Agreement and the consummation of the Transactions, (b) any change of control, special, transaction, retention or termination bonuses and severance or other similar payments owed or that become payable in the future to any of the Employees, directors or officers of any member of the Group or any other Person in connection with the Transactions (but excluding the Cash Out Options Amount and any “double trigger” severance payments caused by actions taken by the Purchaser or its Affiliates at or after the Closing), including the employer portion of any payroll, employment or other Tax associated with any of the foregoing payments, as well as, the employer portion of payroll Taxes payable in respect of the Cash Out Options Amount, and that are triggered in connection with the Transactions, and (c) the premium and other costs and expenses due and unpaid by the Corporation at the Closing in connection with the purchase of the Tail Policy.

“Current Assets” means the aggregate sum of the values of the accounts receivable (net of reserves), current Tax credits receivables, work-in-progress, pre-paid expenses, government remittances receivable, inventories (net of reserves) and contract assets of the Group and the Holdcos, on a consolidated basis, calculated in accordance with the Accounting Principles, but excluding (a) any amount, without duplication, that is included within Cash or that is an intercompany or related party receivable amount and, (b) for greater certainty, any income Taxes receivable and future or deferred Tax assets.

“Current Liabilities” means the aggregate sum of the accounts payable, accrued expenses and liabilities, current and non-current deferred revenues and customer deposits of the Group and the Holdcos, on a consolidated basis, including full accrual for all goods and services incurred, delivered or otherwise related to the period prior to the Effective Time, all employee-related liabilities with respect to any current or former Employee, officer or director of a member of the Group (including salary, accrued vacation, employee benefits, unfunded or underfunded deferred compensation, unpaid severance, workers’ compensation claims, any historical transaction bonus still due and any liability in respect of accrued or anticipated but unpaid bonuses for the prior fiscal year and for the period commencing on the first day of fiscal year that includes the Closing Date and ending on the Closing Date) and all related benefits and the employer portion of payroll Taxes payable thereon by any member of the Group or any Holdco at or as of immediately prior to the Effective Time, and any non-income Tax payables, calculated in accordance with the Accounting Principles, but excluding (a) any amount that is included within Indebtedness or Corporation Transaction Expenses or that is an intercompany or related party receivable amount, (b) any liabilities payable or accrued relating to Claims, and (c) any current income Tax liabilities or future or deferred Tax liability.

“Customs & Trade Laws” means all applicable export, import, customs and trade, controlled goods and anti-boycott Laws in any relevant jurisdiction to the extent they are applicable to the Group, including: the Customs Act (Canada), the Customs Tariff (Canada), the Export and Import Permits Act (Canada), the Special Import Measures Act (Canada) and the Defence Production Act (Canada).

“Data Room” means the virtual data room maintained by Goldman Sachs with DataSite LLC and entitled “Van Halen”.

“DCSA” has the meaning set out in Section 3.2(19)(b).

“DCSA Approval” means the Parties have received from DCSA, and any other Governmental Authority (to the extent required), all necessary approvals under the National Industrial Security Program established by Executive Order 12829 in order to mitigate foreign ownership, control, or influence (“FOCI”) that arises from the Transactions over any Subsidiary of the Corporation that operates pursuant to a facility security clearance administered by DCSA.

“Debt Commitment Letter” means the debt commitment letter, dated as of the date of this Agreement, among the Purchaser and the Debt Financing Sources, together with any related fee letters (which fee letters may be redacted to omit the fee amounts and other economic terms and the “flex” provisions thereof or any other provision thereof as may be required by the lenders that are counterparties thereto, it being agreed that no such redacted terms would adversely affect the availability of the Debt Financing or expand the conditions to obtaining such Debt Financing on the Closing Date), as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time in accordance with Section 4.17(6), pursuant to which such Debt Financing Sources have committed, subject to the terms and conditions set forth therein, to provide to the Purchaser the amount of Debt Financing set forth therein.

“Debt Financing” means any credit facility, issuance of debt securities or other debt financing that may be obtained or consummated by the Purchaser for the purposes of financing all or any portion of the Transactions.

“Debt Financing Documents” means the definitive documentation with respect to the Debt Financing on the respective terms and conditions contained in the Debt Commitment Letter.

“Debt Financing Sources” means the agents, arrangers, bookrunners, lenders and other entities that have committed to provide or arrange, or have otherwise entered into agreements in connection with, all or any part of the Debt Financing in connection with the Transactions, including the parties to the Debt Commitment Letter, any joinder agreements, credit agreements or securities purchase and offering materials entered into or provided in connection therewith, together with their respective Affiliates, officers, directors, employees, controlling persons, agents, advisors and representatives and their respective successors and assigns.

“Designated Amounts” has the meaning set out in Section 8.1(2).

“Designated Percentage” means, for each Vendor, the percentage as specified opposite the name of such Vendor in Exhibit A or as otherwise provided in a joint written notice by the Vendors’ Representatives to the Purchaser prior to Closing.

“Designated Transferee” has the meaning set out in Section 4.13(1).

“Disclosure Schedules” means the disclosure schedules forming part of this Agreement and attached hereto as Exhibit C and the disclosure schedules delivered separately by a member of the Group in connection with this Agreement.

“Draft Closing Statement” has the meaning set out in Section 2.6(1).

“Eddyfi Holdcos” has the meaning set out in the recitals hereto.

“Effective Time” means 0:01 a.m. Eastern time on the Closing Date.

“Employee” means any individual who is employed as of the Closing by a member of the Group, whether on a full-time or part-time basis.

“Employee Plans” means (a) each “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), and (b) employee benefit, vacation, paid time off and other fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing savings, commission, termination, redundancy, change of control, retention, pension, retirement, deferred compensation, profits interest, phantom equity, restricted stock unit, restricted stock or unit, stock or unit option, stock or unit purchase, stock or unit appreciation, health, welfare, medical, dental, prescription, short- or long-term disability, accident, hospitalization, life insurance or other health or welfare benefit insurance, retiree medical or life insurance, supplemental retirement, and similar agreements, plans, programs or arrangements relating to current or former Employees, officers, consultants, independent contractors or other service providers of a member of the Group (or the beneficiaries or dependents of such Persons) in each case, that is (i) maintained, sponsored, contributed to, required to be contributed to, or funded by the members of the Group or any of their ERISA Affiliates or (ii) under which any member of the Group or any of their ERISA Affiliates has any liability, contingent or otherwise, in each case, other than government sponsored pension, health insurance and employment insurance plans.

“Employee Shareholders” means, collectively, all shareholders of each of the Eddyfi Holdcos, other than the Gestion Holdcos; and “Employee Shareholder” means any one of them.

“Environmental Law” means Applicable Law in respect of the protection of the natural environment or any species or organisms that make use of it, public or occupational health or safety, or the manufacture, importation, exportation, handling, transportation, storage, disposal and treatment of Hazardous Substances.

“Equity Financing” has the meaning set out in Section 4.18.

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

“ERISA Affiliate” means any trade or business, whether or not incorporated, under common control with any member of the Group and that, together with any member of the Group, is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“Escrow Agent” means an escrow agent carrying on business in Canada as appointed by the Parties for the purposes of the Escrow Agreement.

“Escrow Agreement” means the escrow agreement to be entered into at Closing between the Vendors’ Representatives, the Purchaser and the Escrow Agent, in form and substance satisfactory to the Vendors’ Representatives and the Purchaser, each acting reasonably.

“Escrow Amount” means $14,500,000.

“Estimated Cash” has the meaning set out in Section 2.3(a).

“Estimated Cash Out Options Amount” has the meaning set out in Section 2.3(e).

“Estimated Closing Statement” has the meaning set out in Section 2.3.

“Estimated Indebtedness” has the meaning set out in Section 2.3(b).

“Estimated Purchase Price” has the meaning set out in Section 2.3(f).

“Estimated Transaction Expenses” has the meaning set out in Section 2.3(c).

“Estimated Working Capital” has the meaning set out in Section 2.3(e).

“Existing Credit Agreement” means the credit agreement dated as of June 4, 2025 among, inter alios, the Corporation, as parent, Previan Technologies, as borrower, the lenders from time to time party thereto, as lenders, and NBC, as administrative agent.

“Existing HSBC France Facility Agreement” means the letter dated February 26, 2025 between HSBC France, as lender, and Eddyfi Europe, as borrower.

“Existing HSBC UK Facility Agreement” means the uncommitted facility agreement dated November 24, 2025 between HSBC UK, as lender, and Eddyfi Holding UK Ltd., Eddyfi UK Limited and Senceive Limited, as borrowers.

“Existing HSBC US Facility Agreement” means the facility agreement dated August 25, 2025 between HSBC US, as lender, and Eddyfi Corp., as borrower.

“Florian” has the meaning set out in the recitals hereto.

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

“FOCI” has the meaning set out in the definition of DCSA Approval.

“FOCI Mitigating Measures” means any measures, including but not limited to a Special Security Agreement, identified by DCSA or any other Governmental Authority as may be required for the Purchaser and the Corporation to mitigate FOCI identified by DCSA or any other applicable cognizant security office or cognizant security agency under the NISPOM, or other applicable U.S. national industrial security regulations, that arise as a result of the Transactions.

“FOCI Mitigation Plan” has the meaning set out in Section 4.4(3).

“Foreign Investment Clearances” means, collectively, the DCSA Approval, the French Foreign Investment Clearance, the Italian Foreign Investment Clearance, and, if required, the ICA Approval.

“Foreign Investment Laws” means any national, regional, domestic or foreign Law regarding foreign direct investment, including Laws requiring approval related to national security in the context of foreign direct investment.

“Foundation Option Plan” means the stock option plan of Previan Technologies (as successor to Previan Holding Inc.) governed by the Option Agreement dated April 4, 2023 between Previan Holding Inc. and Previan Foundation.

“Fraud” means, with respect to any Party, the intentional and willful making of any false or incorrect representation or warranty contained in this Agreement by such Party with the intent to deceive another Party or to induce another Party to enter into this Agreement, provided that: (a) at the time such representation or warranty was made, such Party’s Specified Persons had actual knowledge that it was inaccurate or constituted a misrepresentation; (b) another Party relied on such false or incorrect representation or warranty; and (c) another Party incurred or suffered losses, damages, claims or expenses (including attorneys’ fees) as a result of, in respect of, in connection with, pursuant to or arising out of such false or incorrect representation or warranty. For purposes of this definition, “actual knowledge of a Party” shall be deemed to refer to the actual knowledge (and not imputed or constructive knowledge), without any duty of inquiry or investigation, of a Party’s Specified Persons.

“French Foreign Investment Clearance” means either of (a) the express authorization of the Transactions by the French Ministre de l’Economie pursuant to the Foreign Investment Laws applicable in France, or (b) the written confirmation by the French Ministre de l’Economie to the Purchaser that the Transactions are not subject to the authorization process provided by the Foreign Investment Laws applicable in France.

“Fundamental Representations and Warranties” means, collectively, the representations and warranties given by the Vendors, the Corporation or the Purchaser, as applicable, in Section 3.1(1) [Formation and Corporate Power], Section 3.1(4) [Enforceability of Obligations], Section 3.1(5) [Ownership of the Purchased Shares], Section 3.1(7) [Tax Status], Section 3.2(1) [Organization and Capitalization of the Members of the Group and the Holdcos], Section 3.2(2) [Enforceability of Obligations], Section 3.2(3) [Holdcos], Section 3.2(5)(a) [No Contravention], Section 3.2(8) [Bankruptcy, Insolvency and Reorganization], Section 3.3(1) [Incorporation and Corporate Power], and Section 3.3(4) [Enforceability of Obligations].

“Gestion Holdcos” has the meaning set out in the recitals hereto.

“Government Assistance Programs” has the meaning set out in Section 3.2(15).

“Governmental Authority” means any (a) multinational, federal, national, provincial, regional, municipal, local government, domestic or foreign government, legislative, executive, judicial or administrative body or person, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry, agency, (b) any subdivision, agent, nominee, commission, board, or authority of any of the foregoing, (c) any quasi-governmental or private body exercising any regulatory, self-regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange.

“Government Contract” means any contract or agreement with any Governmental Authority that is material to the Business.

“Group” or “members of the Group” means, collectively, the Corporation and all of its Subsidiaries and, for purposes of Section 3.2(29) and Article 8, the Holdcos, collectively; and “member of the Group” means any one of them.

“Group Intellectual Property” means any Intellectual Property that is used or owned or purported to be owned by any member of the Group in the conduct of the Business, including all Group Registered Intellectual Property.

“Group Registered Intellectual Property” means all of the Registered Intellectual Property owned by, registered or filed in the name of any member of the Group.

“GST/HST/QST” means all goods and services tax and harmonized sales tax imposed under Part IX of the Excise Tax Act (Canada), the Quebec sales tax imposed under the Act Respecting the Quebec Sales Tax and any other similar value added or sales tax imposed under any Applicable Law.

“Guaranty” has the meaning set forth in Section 11.15.

“Hazardous Substance” means any material, waste, product, pollutant, contaminant, hazardous substance, compound, mixture, solid, liquid, vapor, mineral or gas, in each case, whether naturally occurring or manmade that is subject to regulation, investigation, control, or remediation under any Environmental Law, or to which exposure is now prohibited, limited, or regulated by, or under any Environmental Law, including but not limited to petroleum, petroleum by-products, asbestos or asbestos-containing material, lead, poly- and perfluoroalkyl substances, radon, urea formaldehyde insulation, polychlorinated biphenyls, flammable or explosive substances, or pesticides.

“HMT” has the meaning set out in the recitals hereto.

“Holdcos” or “Holdco” has the meaning set out in the recitals hereto.

“HSBC France” means HSBC Continental Europe.

“HSBC UK” means HSBC UK Bank plc.

“HSBC US” means HSBC Bank USA, National Association.

“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“HSR Clearance” means the expiration or termination of any and all waiting periods required under the HSR Act, including, as applicable, any extensions of such waiting periods or any timing Contracts with the United States Department of Justice or Federal Trade Commission having the purpose or effect of committing a Party not to close any of the Transactions before a certain date or event.

“ICA” means the Investment Canada Act (Canada), as amended, and the regulations promulgated thereunder.

“ICA Approval” means, if required, in respect of the Transactions, that: (a) the Purchaser shall have received written evidence from the responsible Minister under the ICA that the Minister is satisfied or is deemed to be satisfied that the Transactions are likely to be of net benefit to Canada pursuant to the ICA; and (b) there shall be no Order prohibiting Closing under the ICA.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board, as applied using the same accounting methods, policies, principles, practices and procedures with consistent classifications, judgments and estimation methodologies that were used in the preparation of the Annual Financial Statements.

“Indebtedness” means, with respect to the Group and the Holdcos, on a consolidated basis, the amount, positive or negative, equal to (without duplication with any Current Liabilities and any Corporation Transaction Expenses): (a) all outstanding principal amount of, accrued and unpaid interest on, borrowed money (including overdraft facilities), whether short term or long term, or any loans from shareholders or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, whether current or funded, or secured or unsecured; (b) all obligations evidenced by any note, bond, debenture, mortgage or other debt instrument, or debt security; (c) all obligations for the deferred purchase price of property (whether real or intangible or movable or immovable or corporeal or incorporeal) arising out of any prior acquisition or business combination, including the maximum amounts potentially payable pursuant to any earnout or other contingent consideration arrangements relating thereto; (d) all indebtedness arising under financing arrangements for conditional sales contracts and other similar title retention instruments (for clarity, including vehicle leases but excluding operational leases); (e) all indebtedness secured by a purchase money mortgage or other Lien to secure all or part of the purchase price of the property subject to such Lien; (f) any liability of such Person in respect of banker’s acceptances; (g) all obligations, determined after offsetting with any cash collateral deposits and any asset positions against any liability position, under mark to market hedging arrangements and other similar agreements and derivative instruments measured at their fair market value, provided that, for greater certainty, an asset under such arrangements or agreements would reduce Indebtedness; (h) any income Taxes payable for all Pre-Closing Tax Periods (with such Taxes for a Straddle Period allocated in accordance with Section 8.3), net of: (i) any Tax instalments and estimated payments made prior to the Closing, (ii) income Taxes receivable and long term Tax credits receivable, and (iii) an amount equal to the Specified Tax Benefit; provided that, for greater certainty, this clause (h) can result in a negative amount which would reduce the amount of Indebtedness; (i) all obligations for declared dividends to the extent they remain unpaid; (j) any intercompany and related party receivable amounts or balances that are not fully eliminated upon consolidation; and (k) all accrued or incurred interest, fees, prepayment penalties or other similar obligations with the foregoing; provided, that Indebtedness with respect to the Group and the Holdcos shall not include (i) accounts payable to trade creditors and accrued expenses arising in the Ordinary Course of Business to the extent such liabilities are included in the definitions of Working Capital or Corporation Transaction Expenses or taken into account in the computation of the Cash Out Options Amount, and (ii) any deferred Tax liabilities.

“Independent Accountant” has the meaning set out in Section 2.7(2).

“Independent Contractors” has the meaning set out in Section 3.2(23)(a).

“Initial Undertakings” has the meaning set out in Section 4.4(2)(d).

“Intellectual Property” means any or all of the following and all rights, arising out of or associated therewith: (a) all patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (b) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology, technical data and customer lists and all documentation relating to any of the foregoing; (c) all works of authorship (whether copyrightable or not), all copyrights, copyright registrations and applications therefor and all other rights corresponding thereto; (d) all industrial designs and any registrations and applications therefor; (e) all internet uniform resource locators, domain names, trade names, logos, slogans, designs, trade dress, common law Trademarks and service marks, Trademark and service mark and trade dress registrations and applications therefor; and (f) any other forms of intellectual property rights and all rights of action, powers, and benefits relating thereto, including the right to bring proceedings and claim or recover damages or other remedies in relation to any infringement, including past infringements.

“Interim Financial Statements” means the unaudited balance sheet of the Group as of September 30, 2025 on a consolidated basis and the related unaudited consolidated statements of income and cash flows.

“Interim Period” means the period commencing on the date of this Agreement and ending on the earlier of (a) the Closing Date, and (b) the date this Agreement is terminated in accordance with the terms hereof.

“International Trade Laws” means all applicable Sanctions and Customs and Trade Laws.

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

“Italian Foreign Investment Clearance” means approval of the Transactions by the Presidency of the Council of Ministers of the Italian Government or any other office, department or branch of the Italian Government competent under the Foreign Investment Laws applicable in Italy, whether express or tacit, upon expiry of the applicable law term, or by confirming the non-applicability of the Foreign Investment Laws applicable in Italy.

“Joinder Agreements” has the meaning set out in Section 4.12.

“Lien” means any mortgage, charge (whether fixed or floating), pledge, hypothecation, assignment, assignment by way of security, lien (statutory or otherwise), option, deed of trust, encumbrance, right of pre-emption, right of first refusal, or other security interest or similar restriction or arrangement, in each case howsoever created or arising.

“Michael” has the meaning set out in the recitals hereto.

“made available to the Purchaser” and like terms when used in reference to a document, means that the document was made available for viewing in the Data Room as the Data Room existed as of 10:00 a.m. (Eastern time) on the date that is two Business Days prior to the date of this Agreement.

“Martin” has the meaning set out in the recitals hereto.

“Material Adverse Change” means any change that (a) is material and adverse to the Business, the results of operations or financial condition of the Group, taken as a whole, or (b) would materially and adversely affect the ability of the Vendors to consummate the Transactions, except, with respect to the immediately preceding clause (a), for any change caused by, pertaining to or arising from the following: (i) the execution of this Agreement or the announcement, pendency or completion of the Transactions or the performance of any obligation hereunder; (ii) any action or omission of the Vendors or the Group in response to a written request, or with the written consent, of the Purchaser; (iii) any action or omission taken by the Vendors or the Group solely as a result of the refusal by the Purchaser to provide any consent required by the Vendors or the Group to take such action pursuant to the terms of this Agreement; (iv) changes in the Canadian, American or foreign economies or in the capital markets in general, including changes in interest rates, credit ratings, exchange rates or currencies or any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market; (v) conditions generally affecting the industries, markets or sectors in which the Group operates or the markets for any of the products or services of the Group; (vi) any strikes, slowdowns, work stoppages or other labour unrest; (vii) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, cyberterrorism, terrorism or military actions; (viii) any change or proposed change in Applicable Laws, regulatory conditions, government programs or policies or IFRS, or the interpretation, application or non-application of Laws or IFRS; (ix) earthquakes, hurricanes, tsunamis, tornadoes, floods, wild fires or other natural disasters; (x) any epidemic or pandemic; (xi) any failure by the Business to meet any internal or published projections, forecasts or revenue or earnings predictions or other financial performance or results of operations for any period; (xii) the identity of, or the effects of any facts or circumstances relating to, the Purchaser; (xiii) any action taken or statement made by the Purchaser or any of its Affiliates or its or their respective Representatives; (xiv) compliance with the provisions of, or the taking of any action required by, this Agreement; (xv) any matter disclosed in the Disclosure Schedules; (xvi) the effect of any breach, violation or non-performance of any provision of this Agreement by the Purchaser or any of its Affiliates or any action taken by the Purchaser or its Affiliates with respect to the Transactions; (xvii) any action taken in connection with obtaining any Authorizations, including the Regulatory Approvals, or any other approvals, licenses or consents of any other Person or any event, change or effect resulting therefrom; and (xviii) any adverse change or effect that is cured prior to Closing; provided, however, that in the case of each of the immediately preceding clauses (iv) to (x), such event does not specifically relate to or does not disproportionately affect the Group relative to others engaged in the same industries, markets or sectors.

“Material Contract” means any of the following Contracts to which a member of the Group is a party or bound by (in each case excluding all Contracts entered into among members of the Group only):

“NBC” means National Bank of Canada.

“NDT Alliance” has the meaning set out in the recitals hereto.

“NDT Global” means NDT Global Holding Inc..

“NDT Nation” has the meaning set out in the recitals hereto.

“NISPOM” means the National Industrial Security Program Operating Manual or other applicable national or industrial security regulations.

“Novacap Co-Investment” has the meaning set out in the recitals hereto.

“Novacap International” has the meaning set out in the recitals hereto.

“Novacap TMT V” has the meaning set out in the recitals hereto.

“Novacap TMT V-A” has the meaning set out in the recitals hereto.

“Novacap Vendor” and “Novacap Vendors” have the meanings set out in the recitals hereto.

“NVC TMT V” has the meaning set out in the recitals hereto.

“NVC TMT V-A” has the meaning set out in the recitals hereto.

“Objection Notice” has the meaning set out in Section 2.7(1).

“Option Holders” means, collectively, the Option Holders listed in Exhibit E.

“Option Notice” means the written notice to be sent to the Option Holders before the Closing Date.

“Option Plans” means, collectively, the 2017 Option Plan, the 2018 Option Plan, the 2020 (April) Option Plan, the 2020 (September) Option Plan, the Foundation Option Plan and the 2024 Option Plan.

“Options” means, collectively, all of the issued and outstanding options to purchase shares of Previan Technologies, as currently listed in Exhibit D.

“Order” means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

“Ordinary Course of Business” means, with respect to any action taken by a member of the Group, that such action is consistent in nature, scope and magnitude with the past practices of such member of the Group.

“Organizational Documents” means, with respect to a particular Person (other than a natural person), the memorandum of association, articles of association, certificate/articles of formation/incorporation/organization, bylaws, partnership agreement, stockholders’ agreement, shareholders’ agreement, limited liability company agreement, trust agreement or other similar constitutional, governing or organizational document or agreement, as applicable, of such Person (in each case, as amended from time to time).

“Outside Date” means November 30, 2026, provided however that the period will automatically extend by three (3) months if the Purchaser is in active discussions with a Governmental Authority to obtain any of the Regulatory Approvals, unless the Parties agree otherwise in writing.

“Over Payment” has the meaning set out in Section 2.8(1).

“Parent” has the meaning set out in the recitals hereto.

“Party” means a party to this Agreement, and any reference to a Party includes its successors and permitted assigns, and “Parties” means every Party.

“Paying Agent” means a paying agent carrying on business in Canada as appointed by the Parties for the purposes of the Paying Agent Agreement.

“Paying Agent Agreement” means the paying agent agreement to be entered at Closing between the Vendors’ Representatives, the Purchaser and the Paying Agent, in form and substance satisfactory to the Vendors’ Representatives and the Purchaser, each acting reasonably.

“Payout Creditors” means, collectively (a) NBC in connection with the Existing Credit Agreement; (b) HSBC UK in connection with the Existing HSBC UK Facility Agreement; (c) HSBC US in connection with the Existing HSBC US Facility Agreement; and (d) HSBC France in connection with the Existing HSBC France Facility Agreement.

“Payout Letter” means the customary payout letter from the Payout Creditors addressed to the Corporation (or other members of the Group, as applicable), in form and substance satisfactory to the Vendors’ Representatives and the Purchaser, each acting reasonably.

“Permitted Liens” means: (a) Liens for Taxes, assessments or governmental charges or levies which relate to obligations not yet due or delinquent or, if due, the validity of which are being contested in good faith by appropriate proceedings; (b) Liens for capital leases and other leasing agreements; (c) licenses of or other grants of rights to use or obligations with respect to Intellectual Property; and (d) Liens securing any Indebtedness owing to any Payout Creditor to be discharged pursuant to the Payout Letters.

“Person” is to be broadly interpreted and includes an individual, a corporation, a company, a body corporate, a partnership, a firm, a joint venture, an association, a trust, an unincorporated organization (in each case, whether or not having separate legal personality), a Governmental Authority or other entity and the executors, administrators or other legal representatives of an individual in such capacity.

“Personal Information” means any and all information that is defined as “personal data”, “personally identifiable information”, “individually identifiable health information”, “protected health information”, “personal information” or any substantially equivalent term under any Applicable Laws, and any such information that identifies, relates to, describes, is reasonably capable of being associated with, or could be reasonably linked, directly or indirectly, to an identifiable individual, and to the extent provided under Applicable Laws, device or household.

“Policies” has the meaning set out in Section 3.2(28)(a).

“Pre-Closing Reorganization” means the actions and steps described in Exhibit E.

“Pre-Closing Tax Period” means a taxation year or other fiscal period that ends on or before the Closing and the portion of any Straddle Period that ends immediately before the Closing.

“Previan Technologies” means Previan Technologies Inc. (previously named Previan Holdings Inc.).

“Principal Shareholders” has the meaning set out in the recitals hereto.

“Privacy Requirements” means, as they relate to data privacy, protection and security, cybersecurity, data breach notification, data localization, artificial intelligence, automated decision-making technology, sending solicited or unsolicited electronic mail or text messages, cookies or other tracking technology, or the Processing of Personal Information throughout the world: (a) all Applicable Laws and guidelines from Governmental Authorities, including CASL (collectively, “Privacy Laws”), (b) reputable industry practice, standards, self-governing rules and policies, to the extent adopted by a member of the Group, including the Payment Card Industry Data Security Standard, to the extent applicable; (c) all contractual obligations binding upon any member of the Group; and (d) each member of the Group’s own written policies and procedures, and any statements or representations made by any member of the Group.

“Process”, “Processed” or “Processing” means any operation or set of operations performed, whether by manual or automated means, on data (including Personal Information) or on sets of data (including Personal Information), including the collection, use, sale, storage, transfer, disclosure, analysis, deletion or modification thereof.

“PSPC” means the Department of Public Services and Procurement Canada.

“PSPC Clearance” means, in respect of the Transactions, that: (a) the PSPC Filing shall have been received by PSPC; (b) thirty-two (32) Business Days shall have elapsed from the date of such filing; and (c) PSPC shall not have indicated prior to the Closing that it intends to suspend or revoke Eddyfi Canada Inc.’s registration under the Canadian Controlled Goods Program (CGP) upon the consummation of the Transactions.

“PSPC Filing” means the notification required under subsection 9(2) of the Controlled Goods Regulations (Canada) to be made to the PSPC in connection with the Transactions.

“Public Official” means any officer or employee of a government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization. It also includes any members of a royal family, and political parties or officials thereof or any candidate for political office.

“Purchase Price” has the meaning set out in Section 2.2(1).

“Purchased Shares” has the meaning set out in the recitals hereto.

“Purchaser” has the meaning set out in the recitals hereto.

“Real Property Leases” means all offers to lease (unless a lease with respect thereto has been entered into which supersedes any such offer to lease), agreements to lease (unless a lease with respect thereto has been entered into which supersedes any such agreement to lease), leases, renewals of leases, and other rights or licenses granted to possess or occupy space to which it relates now or hereafter together with all security, guarantees and indemnities of the tenants’ and licensees’ obligations thereunder, in each case as amended, renewed or otherwise varied, and including any parking and storage space leases, if any; and “Real Property Lease” means any one of the Real Property Leases.

“Registered Intellectual Property” means all (a) patents and patent applications (including provisional applications), (b) registered Trademarks and service marks, trade dress and applications to register Trademarks and service marks and trade dress, intent-to-use applications, or other registrations or applications related to Trademarks and service marks and trade dress, (c) registered copyrights and applications for copyright registration, (d) domain name registrations, and (e) registered designs.

“Regulatory Approvals” means, collectively, the Antitrust Clearances, the Foreign Investment Clearances, the PSPC Clearance and such additional clearances listed in Schedule 1.1, in each case on terms that permit Closing to occur in accordance with the terms of this Agreement and without any restriction, limitation, condition or other term to which the Purchaser would not have been required to agree pursuant to Section 4.4.

“Release” means an actual or potential discharge, deposit, spill, leak, pumping, pouring, emission, emptying, injection, escape, leaching, seepage, migration or disposal of a Hazardous Substance, including the movement of Hazardous Substances through air, soil, subsoil, ground or surface water.

“Released Party” has the meaning set out in Section 7.3.

“Releasing Party” has the meaning set out in Section 7.3.

“Representative” when used with respect to a Person means each director, officer, employee, consultant, financial adviser, legal counsel, accountant and other agent, adviser or representative of that Person.

“R&W Insurance Policy” has the meaning set out in Section 7.5.

“Samuel” has the meaning set out in the recitals hereto.

“Sanctions” means all applicable economic, trade or financial sanctions laws, regulations, embargoes or restrictive measures, as applicable, that are administered, enacted or enforced from time to time by any Sanctions Authority.

“Sanctions Authority” means the Government of Canada (including, but not limited to, Global Affairs Canada, the Minister of Foreign Affairs, Public Safety Canada and the Department of Justice Canada); the United States government (including, but not limited to, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Bureau of Industry and Security of the U.S. Department of Commerce, and the U.S. Department of State); the European Union and any member state of the European Union having jurisdiction over the Group or its Subsidiaries and the competent national authorities thereof; the United Kingdom (including, but not limited to, the Office of Financial Sanctions Implementation of His Majesty’s Treasury and the Export Control Joint Unit of the UK Department of International Trade); Switzerland; and the United Nations Security Council.

“Sanctioned Jurisdiction” means a country or territory which is, or during the past five years has been, the subject or target of comprehensive, territory-wide Sanctions issued by any Sanctions Authority.

“Sanctioned Person” means a Person (a) identified on the Consolidated Canadian Autonomous Sanctions List; the United States’ Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identification List, and Foreign Sanctions Evaders List; the European Union’s List of Persons, Groups and Entities Subject to Financial Sanctions; the United Kingdom’s Sanctions List; the United Nations Security Council’s Consolidated List; or any other similar list maintained by any Sanctions Authority having jurisdiction over the Group or its Subsidiaries; (b) located, organized or ordinarily resident in a Sanctioned Jurisdiction or (c) owned, 50% or more, individually or in the aggregate by, controlled by, or acting on behalf of a Person described in clause (a) or (b) above.

“Shareholders Agreements” means, collectively, (a) the shareholders agreement in respect of the Corporation (convention entre actionnaires de Eddyfi Holding inc.) dated September 9, 2025, among the Novacap Vendors, CDP, NDT Nation, NDT Alliance and HMT, to which intervened the Corporation and Martin, (b) the shareholders agreement in respect of NDT Nation (convention entre actionnaires) dated January 31, 2020, among Martin and the shareholders thereto, to which intervened NDT Nation, NDT Québec Inc. and Eddyfi NDT Inc., and (c) the shareholders’ agreement in respect of NDT Alliance dated March 31, 2021, among, inter alios, Martin, to which intervened NDT Alliance, NDT Québec Inc. and Eddyfi NDT Inc., as supplemented by a 2022 transaction shareholders’ agreement dated October 6, 2022, among Martin, the shareholders thereto and NDT Alliance, to which intervened Previan Holding Inc. and Previan Technologies (as successor-in-interest to NDT Québec Inc. and Eddyfi NDT Inc.).

“Solvent” when used with respect to any Person or group of Persons on a combined basis, means that, as of any date of determination: (a) the amount of the “fair saleable value” of the assets of such Person (or group of Persons on a combined basis) will, as of such date, exceed (i) the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with Applicable Laws governing determinations of the insolvency of debtors, and (ii) the amount that will be required to pay the probable liabilities of such Person (or group of Persons on a combined basis) on its existing debts (including contingent liabilities) as such debts become absolute and matured; (b) such Person (or group of Persons on a combined basis) will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date; and (c) such Person (or group of Persons on a combined basis) will be able to pay its liabilities, including contingent and other liabilities, as they mature.

“Specified Persons” means, in the case of: (a) the Novacap Vendors, David Lewin; (b) CDP, André Lévesque; (c) the Corporation, Martin and Louis-Georges Gauvin; (d) each Employee Shareholder who has executed and delivered a Joinder Agreement prior to the Closing, such Employee Shareholder; and (e) the Purchaser, Curtis Jewell and Kevin Johnson.

“Specified Tax Benefit” means the amount obtained when multiplying (a) the total of each portion of a Corporation Transaction Expense incurred by the members of the Group that do not otherwise reduce the amount of income Tax payable under clause (h) of the definition of Indebtedness (for example, because they are deductible in a taxation year beginning on or after the Closing Date or result in a loss for the taxation year ending by reason of the Closing), and (b) the applicable combined federal and provincial income Tax rate of a corporation resident in the Province of Quebec.

“Straddle Period” has the meaning set out in Section 8.3.

“Subsidiary” means, with respect to any Person, any corporation, company, body corporate, partnership, association or other business entity (in each case whether or not having separate legal personality) of which (a) if a corporation, company or body corporate, a majority of the total voting rights entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof, is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly (including, in the case of a limited partnership, the control of the general partner), by that Person or one or more Subsidiaries of that Person or a combination thereof. For these purposes, a Person or Persons are deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons are allocated a majority of partnership, association or other business entity gains or losses or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity.

“Tail Policy” has the meaning set out in Section 4.10.

“Target Working Capital” means $76,000,000.

“Taxes” means all supranational, national, federal, provincial, state, territorial, county, municipal, foreign, local or other taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Governmental Authority, including those levied on, or measured by, or referred to as, income, gross income, net income, business, royalty, branch, profits, capital gains, gross receipts, profits, windfall profits, value added, GST/HST/QST, stamp, occupation, premium, capital stock, severance, ad valorem, immovable or real property, land transfer, personal property, capital, net worth, production, sales, use, licence, excise, franchise, environmental, payroll, employment, employer health, pension plan, anti-dumping, countervail, transfer tax, employment insurance premiums, overpayment or similar adjustment of governmental assistance in respect of COVID-19, Canada pension plan premiums or contributions, Quebec pension plan premiums or contributions, any other pension plan premiums or contributions, social security premiums, workers’ compensation premiums, employment/unemployment insurance or compensation premiums and contributions, together with any interest, additions, fines or penalties with respect thereto, and any liability for any of the foregoing as a transferee, successor, guarantor, member of an affiliated, consolidated, combined or unitary group, or by contract, statute (including, for greater certainty, under section 159 and 160 of the ITA), operation of law or otherwise, and “Tax” means any one of such Taxes.

“Tax Contest” has the meaning set out in Section 8.6.

“Tax Returns” means all returns, reports, declarations, elections, notices, filings, forms, written information or statements of, or in respect of, Taxes that are filed or required to be filed with or supplied to any Governmental Authority, including all amendments, schedules, attachments or supplements thereto and whether in tangible or electronic form.

“Termination Fee” has the meaning set out in Section 9.7(1).

“Threatened” means a Claim or other matter will be deemed to have been “Threatened” if any demand or statement has been made in writing or any notice has been given in writing.

“Time of Closing” has the meaning set out in Section 6.1.

“Top Clients” has the meaning set out in Section 3.2(25)(a).

“Top Suppliers” has the meaning set out in Section 3.2(25)(b).

“Trademarks” means all trademarks, service marks, official marks, certification marks and collective marks, trade names, logos, designs, slogans, brand names, trade dress, common law trademarks and service marks, corporate names, partnership names, business names, fictitious names and other trade names, and all registrations and applications and renewals therefor and all goodwill associated therewith.

“Transaction Personal Information” means any Personal Information in the possession or control of a member of the Group at the Effective Time, which may include Personal Information about Employees, suppliers, clients, directors, officers or shareholders of a member of the Group that is:

in either case, in connection with the Transactions.

“Transactions” means the transactions contemplated by this Agreement or in any other Ancillary Agreements.

“Under Payment” has the meaning set out in Section 2.8(3).

“Vendor Counsel” has the meaning set out in Section 11.14.

“Vendors” means, collectively, the Principal Shareholders, the Gestion Florian Shareholders, the Gestion Michael Shareholders, the HMT Shareholders and each of the Employee Shareholders or other Person pursuant to the Pre-Closing Reorganization who have executed and delivered a Joinder Agreement, prior to the Closing, and “Vendors” means any one of them.

“Vendors Pre-Closing Communications” has the meaning set out in Section 11.14.

“Vendors’ Representatives” means Martin, Samuel and André.

“Vendors’ Transaction Expenses” means the aggregate amount of all fees, costs, expenses of legal counsel, accountants, financial advisors, consultants, experts, investment bankers, brokers or other third party representatives incurred or otherwise payable by the Vendors, including other amounts incurred or payable in connection with the negotiation, execution and delivery of this Agreement, and the consummation of the Transactions that, in each case, remains unpaid as of immediately prior to Closing, without duplication with any Corporation Transaction Expenses and any liabilities included in the calculation of the Working Capital or the Indebtedness.

“WARN Act” means the U.S. Worker Adjustment and Retraining Notification Act of 1988 or any similar U.S. state or local law.

“Working Capital” means, the amount, as of immediately prior to the Effective Time, whether positive or negative, equal to (a) the sum of the Current Assets, minus (b) the sum of the Current Liabilities, provided, however, that any item that is included in the calculation of Cash, Indebtedness or Corporation Transaction Expenses for the purposes of this Agreement shall be excluded from the determination of Working Capital.

Section 1.2 Accounting Terms.

All accounting terms not specifically defined in this Agreement are to be interpreted in accordance with IFRS, unless specified otherwise herein.

Section 1.3 Actions on Non-Business Days.

If any payment is required to be made or other action (including the giving of notice) is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the next succeeding Business Day.

Section 1.4 Currency and Payment Obligations.

Except as otherwise expressly provided in this Agreement:

Section 1.5 Calculation of Interest.

In calculating interest payable under this Agreement for any period of time, the first day of such period shall be included and the last day of such period shall be excluded.

Section 1.6 Calculation of Time.

In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Eastern time) on the last day of the period. If any period of time is to expire hereunder on any day that is not a Business Day, the period shall be deemed to expire at 5:00 p.m. (Eastern time) on the next succeeding Business Day.

Section 1.7 Knowledge.

Where any representation, warranty or other statement in this Agreement is expressed to be made by the Corporation to its knowledge or is otherwise expressed to be limited in scope to facts or matters known to the Corporation or of which the Corporation is aware, it shall be deemed to refer to the actual knowledge, after due internal inquiry, of Martin, Louis-Georges Gauvin and Jeffrey Anderson, in their capacity as directors or officers of the Corporation, as applicable, and without personal liability on the part of any of them.

Section 1.8 Additional Rules of Interpretation.

Section 1.9 Exhibits and Schedules.

All Exhibits and Schedules attached to this Agreement form an integral part of this Agreement, and references to Schedules in this Agreement refer to Schedules to the Disclosure Schedules. The following Exhibits are attached to this Agreement:

EXHIBITS

Article 2
PURCHASE OF SHARES

Section 2.1 Purchase and Sale.

Subject to the terms and conditions of this Agreement, each Vendor agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from each Vendor as of the Time of Closing, the number and class of Purchased Shares set forth opposite to each Vendor’s name in Exhibit A.

Section 2.2 Purchase Price.

Section 2.3 Estimated Purchase Price.

No later than two Business Days prior to the Closing Date, the Vendors’ Representatives will deliver to the Purchaser a statement substantially in the form of the statement attached hereto as Exhibit B (the “Estimated Closing Statement”) that will be comprised of:

Following receipt of the Estimated Closing Statement but prior to the Closing Date, the Purchaser shall have an opportunity to comment on the Estimated Closing Statement. The Vendors’ Representatives shall consider such comments in good faith and adjust the Estimated Closing Statement to the extent necessary. Thereafter, the Estimated Closing Statement shall be binding on the Vendors, on the one hand, and the Purchaser, on the other hand, for purposes of this Section 2.3.

Section 2.4 Payment of the Purchase Price.

Section 2.5 Other Closing Payments.

Section 2.6 Preparation of the Closing Statement.

Section 2.7 Objection Settlement.

Section 2.8 Payment of the Post-Closing Adjustment.

Section 2.9 Treatment of Options.

The Corporation shall cause Previan Technologies to take the required corporate actions such that, effective as of immediately prior to the Closing, (a) all Options outstanding as of immediately prior to the Effective Time (whether vested or unvested) shall, without any further action by or on behalf of the Option Holder thereof and in accordance with the Option Notice, be surrendered by the Option Holders to Previan Technologies for an aggregate cash payment from Previan Technologies equal to the Cash Out Options Amount, and (b) each of the Option Plans shall be terminated and be of no further force and effect. Subject to Section 2.10, the Cash Out Options Amount required to be paid by Previan Technologies to the Option Holders in accordance with this Section 2.9 shall be made through the Corporation’s payroll system via a special payroll after such amount has become due and payable, net of appropriate withholding, and the Purchaser shall cause Previan Technologies to make all appropriate Tax payment or remittance when due to the applicable Governmental Authority, provided that if an Option Holder is not and was not previously an employee of Previan Technologies at the payment date, the Cash Out Options Amount payable to such Option Holder shall be paid by Previan Technologies in accordance with the wire instructions provided to Previan Technologies in writing by such Option Holder.

Section 2.10 Allocation of the Purchase Price.

The Purchase Price shall be allocated among the Purchased Shares and the Vendors in the manner set out in Exhibit A, which the Vendors’ Representatives may update by written notice to the Purchaser from time to time up to the Closing. The Parties shall report the Transactions in a manner consistent with Exhibit A, and shall not take any position inconsistent therewith, in the filing of their Tax Returns or in the course of any audit by any Governmental Authority, Tax review or Tax proceeding relating to such Tax Returns.

Section 2.11 Withholding.

The Purchaser, the members of the Group, or any of their agents (each a “Withholding Agent”) shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld under any Applicable Law with respect to such payment, with withheld amounts to be paid over to the appropriate Governmental Authority in the time and manner required by Applicable Law, provided that the Purchaser shall provide written notice to the Vendors’ Representatives of any anticipated withholding from any consideration payable or otherwise deliverable pursuant to this Agreement promptly upon it becoming aware of such withholding and no later than five (5) Business Days before the date of the payment on which withholding obligations can possibly apply, together with a reasonably detailed explanation regarding the basis for such withholding, and provided further that the Purchaser and the Vendors’ Representatives shall cooperate in good faith to reduce or eliminate any such withholding. Upon remittance to the appropriate Governmental Authority, the withheld amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholdings were made. If any withholding Tax is assessed against and paid by a Withholding Agent, then the Person in respect of which such deduction or withholding should have been made will indemnify and hold harmless such Withholding Agent from and against such Tax, but only to the extent such Person actually received the amount that should have been deducted or withheld by the Withholding Agent.

Article 3
REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Vendors as to Themselves.

Acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations and warranties of the Vendors set out in this Section 3.1, each Vendor, individually (severally and non solidarily), represents and warrants, in respect of itself only, to the Purchaser as follows:

except, in each case of the immediately preceding clauses (a) and (b), for such breaches, violations, conflicts and defaults which would not reasonably be expected to adversely affect such Vendor’s ability to perform its obligations under this Agreement and the Ancillary Agreements to which such Vendor is a party.

Section 3.2 Representations and Warranties of the Corporation as to the Group.

Acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations and warranties of the Corporation set out in this Section 3.2, the Corporation represents and warrants to the Purchaser as follows:

Except as set forth in Schedule 3.2(29):

Section 3.3 Representations and Warranties of the Purchaser.

Acknowledging that the Vendors are entering into this Agreement in reliance upon the representations and warranties of the Purchaser set out in this Section 3.3, the Purchaser represents and warrants to the Vendors as follows:

except, in each case of the immediately preceding clauses (a) and (b), for such breaches, violations, conflicts and defaults which would not reasonably be expected to adversely affect the Purchaser’s or the Parent’s ability to perform its obligations under this Agreement and the Ancillary Agreements to which the Purchaser is a party.

Article 4
COVENANTS

Section 4.1 Conduct of the Business.

During the Interim Period, the Holdcos and the Corporation shall, and shall cause each member of the Group to, use commercially reasonable efforts to conduct the Business in the Ordinary Course of Business in all material respects and to: (a) preserve intact in all material respects its business organization; (b) maintain its assets in the Ordinary Course of Business in good operating order and condition, reasonable wear and tear excepted; and (c) prevent any action which would reasonably impede the ability to complete the Transactions, or satisfy the conditions of Closing; provided, however, that, in no event shall any Holdco any member of the Group be precluded from taking any actions that (i) are required by Applicable Law, (ii) are consented to in writing or permitted by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), or (iii) are expressly required by this Agreement or are reasonably required in connection with the implementation of the Pre-Closing Reorganization or the Transactions.

Section 4.2 Satisfaction of Conditions.

During the Interim Period, each Party shall use its commercially reasonable efforts to (a) cause the satisfaction of the conditions in Sections 5.1 and 5.2 which are within its control, and (b) cooperate in the other Parties’ efforts to satisfy such conditions, provided, however, that in relation to Regulatory Approvals, the Parties’ efforts shall be governed by Section 4.4 below.

Section 4.3 Notification.

Section 4.4 Regulatory Approvals; Consents.

Section 4.5 Confidentiality.

The Corporation and an Affiliate of the Purchaser have signed a confidentiality agreement dated October 8, 2025 between the Parent and the Corporation (the “Confidentiality Agreement”). The Purchaser agrees that the Confidentiality Agreement continues to apply and the Purchaser is bound by its terms until the Closing Date, notwithstanding anything to the contrary in the Confidentiality Agreement. If the Closing does not occur, the Confidentiality Agreement shall remain in effect in accordance with and subject to its terms.

Section 4.6 No Contact.

During the Interim Period, the Purchaser shall not, and shall cause its Affiliates and their respective Representatives not to, contact any Employee, contractor, client, supplier or any other business relations of the Group or the Vendors regarding the Business or the Transactions without the prior written consent of the Vendors’ Representatives.

Section 4.7 Exclusivity.

During the Interim Period, the Vendors shall not, and shall cause the members of the Group, and their respective Representatives, not to, directly or indirectly, through any Representative or otherwise, solicit or entertain proposals, offers or inquiries from, provide information to, negotiate with or in any manner encourage, discuss, accept or consider any proposal, offer or inquiry from any other Person relating to the acquisition of the Group, in whole or in part, whether through direct or indirect purchase, amalgamation, consolidation, asset sale, or other business combination or similar transaction or series of related transactions.

Section 4.8 Termination of the Affiliate Transactions.

Effective at the Closing, all arrangements, understandings or Contracts between any member of the Group, on the one hand, and a Vendor or any of its Affiliates, on the other hand, including all Affiliate Transactions and the Shareholders Agreements, shall be terminated without any party having any continuing obligations or liability to the other, except for (a) this Agreement and the Ancillary Agreements, (b) employment-related Contracts between any member of the Group and the Vendors who are Employees, and (c) the other arrangements, understandings or Contracts listed in Schedule 4.8.

Section 4.9 Personal Information Privacy.

The Purchaser shall comply in all material respects with all Privacy Laws applicable to the Purchaser’s Processing of Transaction Personal Information. The Purchaser shall only collect, use or transfer such Transaction Personal Information for the purposes of investigating the Business and completing the Transactions, and as otherwise agreed by the Parties in writing. The Purchaser may only disclose Transaction Personal Information as authorized under Privacy Laws. The Purchaser shall use commercially reasonable efforts to safeguard all Transaction Personal Information collected from the members of the Group in a manner consistent with the degree of sensitivity of the Transaction Personal Information and, furthermore, use commercially reasonable efforts to maintain the security and integrity of the Transaction Personal Information. If the Transactions are not completed for any reason, the Purchaser shall return all Transaction Personal Information to the Vendors and promptly destroy such Transaction Personal Information at the Vendors’ request. Notwithstanding the foregoing, the Vendors acknowledge that the Purchaser may retain copies of the Personal Information to comply with any legislative or regulatory requirement or in accordance with the Purchaser’s automatic computer back-up procedures or any written document retention policy. For the avoidance of doubt, no obligations under this Section 4.9 shall survive the Closing.

Section 4.10 Director and Officer Indemnification.

Section 4.11 Fondation Previan.

Prior to Closing, Previan Technologies and the Corporation will cause the Options held by the Fondation Previan to be transferred and assigned to an entity outside of the Group and to remove Previan Technologies and the Corporation as members of Fondation Previan.

Section 4.12 Joinder Agreements.

Promptly following the execution of this Agreement, the Corporation shall use commercially reasonable efforts to obtain from each Employee Shareholder the execution of joinders to this Agreement, in form and substance satisfactory to the Vendors’ Representative and the Purchaser, each acting reasonably (the “Joinder Agreements”) and, after having consulted and considered the Purchaser’s reasonable input, Martin may exercise the drag-along rights set forth in the applicable Shareholder Agreement (each, the “Drag-Along Right”).

Section 4.13 Assignment of Carved-Out IP Rights.

Prior to the Closing, the Corporation shall, and shall cause the applicable members of the Group, to:

Section 4.14 Change of Name.

As soon as practicable following the Closing Date, and no later than ten days following the Closing Date, the Purchaser shall remove all “Previan” logos on any documents, assets or property related to the Business and change the name of Previan Technologies to a name which does not include the word “Previan”, and the Purchaser covenants and agrees not to use, and to cause its Affiliates not to use the name “Previan” and any “Previan” logo from and after the expiry of such 10-day delay after the Closing Date.

Section 4.15 Quebec Undertaking.

The Purchaser hereby covenants and undertakes in favour of the Vendors that, during the period between the Closing and the date that is three years following the Closing:

Section 4.16 Purchaser Financing.

Notwithstanding the foregoing: (i) the Purchaser shall be permitted to amend the Debt Commitment Letter solely to add lenders, arrangers, book-runners, syndication and documentation agents or similar entities who have not executed the Debt Commitment Letter as at the date of this Agreement and (ii) the Purchaser shall be permitted to assign its rights and obligations under the Debt Commitment Letter to certain wholly-owned Subsidiaries of the Purchaser to the extent permitted under the Debt Commitment Letter (provided that any such assignment shall not affect the liabilities or obligations of the Purchaser under the terms of this Agreement and the Purchaser shall cause any such assignee to perform any such obligations to the extent necessary to preserve the original intent of the Parties under this Agreement).

The Purchaser shall deliver to the Vendors’ Representatives true, correct and complete copies of any amendment, modification, waiver or release relating to the Debt Commitment Letter. Any reference in this Agreement to (1) “Debt Financing” shall be deemed to include the financing contemplated by the Debt Commitment Letter as amended or modified and (2) the “Debt Commitment Letter” shall be deemed to include such document as amended or modified.

As soon as reasonably practicable after the date the Corporation delivers to the Purchaser a written request, the Purchaser shall provide any information reasonably requested by the Corporation relating to the circumstances referred to in clauses (a) to (e).

The Purchaser shall deliver to the Vendors’ Representatives true, correct and complete copies of such alternative commitments when available (provided that such copies may be subject to customary redactions with respect to fee amounts, economic terms and “flex” provisions). In the event that alternative financing as contemplated under this Section 4.16(5) is obtained, all reference in this Agreement to “Debt Financing” shall be deemed to include such alternative financing and all references to the “Debt Commitment Letter” shall be deemed to include the applicable commitment or similar letter(s) and any related fee letter(s) for the alternative financing.

Section 4.17 Financing Cooperation.

Section 4.18 Equity Financing

Prior to the Closing, to the extent the Purchaser or any of its Affiliates proposes to consummate a U.S.-registered offering or private placement of equity or equity-linked securities (an “Equity Financing”), the provisions of Section 4.17 shall apply to such Equity Financing, mutatis mutandis, as if references to “Debt Financing” were references to such Equity Financing and references to “Debt Financing Sources” included any underwriters, initial purchasers, placement agents or investors in connection therewith.

Section 4.19 Books and Records.

All Books and Records in the Vendors’ and the Corporation’s possession or control shall be delivered to the Purchaser as soon as reasonably practical after the Closing Date, provided that if such Books and Records are located at the offices of any member of the Group, the Vendors and the Corporation shall be deemed to have delivered such Books and Records to the Purchaser.

Section 4.20 Language.

To the extent CDP is legally required to have this Agreement translated into French, it will do so promptly after the date hereof, at its own expense, and will provide or cause to be provided a legal opinion addressed and delivered to the Parties hereto confirming that the French version of this Agreement is in all material respects complete and proper translations of the English version of this Agreement. Each Party hereto undertakes to execute the French version of this Agreement as soon as reasonably practicable following the delivery thereof by CDP, it being understood that in the event of any inconsistency between the provisions of the English version of this Agreement and the provisions of the French version of this Agreement, the provisions of the English version of this Agreement shall prevail over the provisions of the French version of this Agreement.

Section 4.21 Pre-Closing Reorganization.

The Corporation shall implement, or cause to be implemented, the Pre-Closing Reorganization prior to the Closing. Any substantive change or modification to the Pre Closing Reorganization which would be, or would be reasonably likely to be, adverse to the Purchaser or the Group shall require the prior written approval of the Purchaser, acting reasonably. No later than five (5) days prior to the completion of each step of the Pre-Closing Reorganization, all draft documentation relating to such step of the Pre-Closing Reorganization shall be provided to the Purchaser for review and approval (not to be unreasonably withheld). No representation, warranty or covenant made by the Vendors or the Corporation hereunder shall be considered to be breached solely as a result of or in connection with the implementation of the Pre-Closing Reorganization. Notwithstanding Section 8.1(1), the Corporation shall, to the extent applicable, prepare, or cause to be prepared, all elections, forms and designations to be prepared and/or filed in relation to the Pre-Closing Reorganization and the Purchaser undertakes to execute and file, or cause to be executed and filed by the relevant member of the Group and the Holdcos, all such elections, forms and designations, as requested by the Vendors. For greater certainty, the Vendors shall be entitled to designate the “agreed amount” for purposes of any election to be made jointly by any of the Vendors and a member of the Group or any of the Holdcos or by two members of the Group and/or the Holdcos under subsection 85(1) or subsection 85(2) of the ITA (and any similar provision of an Applicable Law of any province or territory of Canada) (and the corresponding provisions of an Applicable Law of any province or territory of Canada) within the limit of the ITA and in accordance with the Pre-Closing Reorganization steps.

Article 5
CONDITIONS OF CLOSING

Section 5.1 Conditions Precedent in favour of the Purchaser.

The obligations of the Purchaser to purchase the Purchased Shares shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent, which are for the Purchaser’s exclusive benefit and may be waived by the Purchaser, in whole or in part, by the Purchaser in its sole discretion:

Section 5.2 Conditions Precedent in favour of the Vendors.

The obligations of the Vendors to sell the Purchased Shares shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for the Vendors’ exclusive benefit and may be waived by the Vendors’ Representatives, in whole or in part at their option):

Section 5.3 Frustration of Closing Conditions.

No Party may rely on the failure of any condition set forth in this Article 5 to be satisfied if such Party’s failure to act in compliance with the provisions of this Agreement has been a principal cause of the failure of such condition to be satisfied.

Article 6
CLOSING

Section 6.1 Date, Time and Place of Closing.

The Transactions shall be completed by way of electronic closing or any location agreed upon in writing by the Vendors’ Representatives and the Purchaser the fifth Business Day after the day on which the conditions to Closing set forth in Article 5 (excluding conditions that, by their terms, cannot be satisfied until the Closing) have been satisfied (or waived by the Party entitled to waive such condition) or on such other time as may be agreed upon in writing between the Vendors’ Representatives and the Purchaser (the date on which the Closing occurs being referred to in this Agreement as the “Closing Date”) and the Closing shall be effective, for all purposes, as of 10:00 a.m. (Eastern Time) on the Closing Date, or such other time as is agreed upon in writing between the Vendors’ Representatives and the Purchaser before the Closing Date (the “Time of Closing”).

Article 7
SURVIVAL

Section 7.1 No Reliance.

Section 7.2 No Survival.

Section 7.3 Release.

Effective upon the Closing, each of the Purchaser, the Corporation and the Holdcos, in each case on behalf of itself and its respective Affiliates (including the other member of the Group) and other Representatives (each, a “Releasing Party”), hereby releases and forever discharges each Vendor, its Affiliates and each of their respective Representatives (each, a “Released Party”) from any and all actions, causes of action, liabilities, claims and demands of any kind or nature whatsoever, both at Law and in equity, known or unknown, accrued or unaccrued, which have been or could be asserted against any Released Party, which a Releasing Party has or ever had, which arises out of or in any way relates to events, circumstances or actions occurring, existing or taken prior to or as of the Closing in respect of matters relating to the members of the Group; provided that, for the avoidance of doubt, the Parties acknowledge and agree that this Section 7.3 does not apply to, and shall not constitute a release of, any rights or obligations of the Parties under this Agreement.

Section 7.4 Fraud.

Notwithstanding anything to the contrary contained herein, nothing in this Article 7 or elsewhere in this Agreement shall limit claims or remedies against a Party for Fraud committed by such Party.

Section 7.5 R&W Insurance Policy.

Article 8
TAX MATTERS

Section 8.1 Tax Returns.

Section 8.2 Negative Covenants

Unless required by Applicable Law, the Purchaser shall not, and shall not permit or cause any member of the Group to, (a) amend any Tax Return for a Pre-Closing Tax Period, (b) extend or waive any limitation period for the assessment of any Tax related to a Pre-Closing Tax Period, (c) make (other than in the Ordinary Course of Business) any Tax election (other than the elections contemplated and filed in accordance with this Agreement) or change any Tax election that relates to a Pre-Closing Tax Period or that has retroactive effect to a Pre-Closing Tax Period, or (d) enter into any voluntary disclosure agreement (or initiate discussions or examinations with any Governmental Authority regarding Taxes of any member of the Group) with respect to any Pre-Closing Tax Period; in each case of the immediately preceding clauses (a) to (d), if doing so would reasonably be expected to either increase any of the Vendors’ Tax liability, decrease the Purchase Price, or decrease any amount payable to the Vendors pursuant to Section 8.2.

Section 8.3 Straddle Periods.

For the purposes of this Agreement, whenever a Tax is imposed with respect to a taxation year or fiscal period that begins before and ends after the Closing (a “Straddle Period”), the portion of such Tax that is allocable to the portion of such Straddle Period which ends immediately before the Closing shall:

Section 8.4 Excessive Eligible Dividend Designation Election.

If it is determined within four years of the date of this Agreement that any member of the Group made an “excessive eligible dividend designation” (as defined in subsection 89(1) of the ITA) on or before the Closing Date, other than during the course of the Pre-Closing Reorganization, each Vendor either: (a) hereby concurs (or shall use reasonable efforts to cause the recipient of the relevant dividend that is not a member of the Group to concur) in the making of an election under subsection 185.1(2) of the ITA in respect of the full amount thereof, and such election shall be made by the relevant member of the Group in the manner and within the time prescribed by subsections 185.1(2) and 185.1(3) of the ITA; or, with the Vendors’ Representatives prior approval (b) where the particular Vendor was the sole shareholder of the class of shares of the relevant Group member on which was paid the “eligible dividend” (as defined in subsection 89(1) of the ITA) in respect of which the excessive eligible dividend designation was made, agrees to pay to the Purchaser an amount equal to any Part III.1 tax assessed against the relevant member of the Group that is attributable to that eligible dividend, plus any arrears interest or penalties payable by the relevant Group member in relation to the Part III.1 tax assessment.

Section 8.5 Excessive Capital Dividend Election.

If it is determined within four years of the date of this Agreement that any member of the Group has made an election under subsection 83(2) of the ITA in respect of the full amount of any dividend payable by it in any taxation year ending prior to the Closing (other than during the course of the Pre-Closing Reorganization) on shares of any class of its capital stock, and that the full amount of such dividend exceeded the amount of such corporation’s “capital dividend account” (as defined in the ITA) immediately before the dividend became payable, each Vendor either: (a) hereby concurs (or shall use reasonable efforts to cause the recipient of the relevant dividend that is not a member of the Group to concur) in the making of an election under subsection 184(3) of the ITA in respect of such dividend; or with the Vendors’ Representatives prior approval (b) where the particular Vendor was the sole shareholder of the class of shares of the relevant Group member on which was paid the “capital dividend” (as defined in subsection 83(2) of the ITA) in respect of which the excessive capital dividend election was made, agrees to pay to the Purchaser an amount equal to any Part III tax assessed against the relevant member of the Group that is attributable to that capital dividend, plus any arrears interest or penalties payable by the relevant Group member in relation to the Part III tax assessment.

Section 8.6 Tax Contest

Section 8.7 Cooperation.

Section 8.8 Disclosures.

If, at any time after the Closing, any of the Parties determines, or becomes aware that an “advisor” (as this term is defined for purposes of sections 237.3 and 237.4 of the ITA) or an “adviser” (as this term is defined for purposes of the Taxation Act (Quebec)) has determined that a transaction contemplated by this Agreement (including the Pre-Closing Reorganization) should be disclosed to any applicable Governmental Authority in accordance with sections 237.3 and 237.4 of the ITA or section 1079.8.5 to 1079.8.6.4 of the Taxation Act (Quebec) (or any analogous provision of any similar Applicable Law), including following a future or proposed amendment to such legislative provisions described in this Section 8.8 (the “Disclosure Requirements”), the relevant Party shall notify the other Parties of its intent, or its advisor’s or adviser’s intent, to comply with the Disclosure Requirements. If any such transaction is mutually determined to be required to be so reported, the Parties shall cooperate in good faith in preparing the information to be reported therein and in filing any such disclosure on a timely basis and in accordance with Applicable Laws. Notwithstanding the foregoing, no Party shall be under any obligation not to report a transaction that it determines, acting reasonably, to be subject to a reporting requirement pursuant to the Disclosure Requirements. Each Party agrees to notify the other Party thirty (30) Business Days prior to the earliest deadline to file any information return pursuant to any applicable Disclosure Requirement if the Party intends to file any information return in connection with this Agreement pursuant to any Disclosure Requirement.

Article 9
TERMINATION

Section 9.1 Mutual Termination.

This Agreement may be terminated by the mutual written agreement of the Parties at any time prior to Closing.

Section 9.2 Outside Date.

This Agreement may be terminated by either the Vendors’ Representatives or the Purchaser if the Closing has not occurred prior to or on the Outside Date, provided that neither the Vendors’ Representatives nor the Purchaser may terminate this Agreement pursuant to this Section 9.2 if the failure of the Closing to so occur prior to or on the Outside Date has been caused by, or is a result of, the failure by the Purchaser (if the Vendors’ Representatives are the terminating parties), or the Vendors or the Corporation (if the Purchaser is the terminating party), to perform or comply with any of its or their obligations or covenants under this Agreement, or the inaccuracy of any of its or their representations or warranties.

Section 9.3 Termination by the Purchaser.

The Purchaser, provided that the Purchaser is not in default in any material respect in the performance of its obligations under this Agreement, may elect, without prejudice to any other rights, to terminate this Agreement at any time prior to the Closing by written notice to the Vendors’ Representatives if (a) the obligations and covenants of the Vendors or the Corporation under this Agreement which are required to be performed or complied with on or before the Closing Date have not been performed or complied with such that one or more of the conditions contained in Section 5.1 would not be satisfied, or (b) the representations and warranties made by the Vendors or the Corporation under this Agreement shall not have been true or correct on the Closing Date such that the condition contained in Section 5.1(1) would not be satisfied.

Section 9.4 Termination by the Vendors.

The Vendors’ Representatives, provided that the Vendors or the Corporation are not in default in any material respect in the performance of their obligations under this Agreement, may elect, without prejudice to any other rights, to terminate this Agreement at any time prior to the Closing by written notice to the Purchaser if (a) the obligations and covenants of the Purchaser under this Agreement which are required to be performed or complied with on or before the Closing Date have not been performed or complied with such that one or more of the conditions contained in Section 5.2 would not be satisfied, or (b) the representations and warranties made by the Purchaser under this Agreement shall have not been true or correct on the date hereof or on the Closing Date such that the condition contained in Section 5.2(1) would not be satisfied.

Section 9.5 Termination Notice.

No Party may elect to exercise its right to terminate this Agreement pursuant to Section 9.3 or 9.4 unless the Party or Parties (the Vendors’ Representatives or the Purchaser, as applicable) seeking to terminate this Agreement has or have delivered a notice to the other Party or Parties (the Vendors’ Representatives or the Purchaser, as applicable) specifying all failures to perform or comply with obligations and covenants or inaccuracies of representations and warranties hereunder.

Section 9.6 Effect of Termination.

Section 9.7 Termination Fee.

Section 9.8 Remedies.

Article 10
VENDORS’ Representatives

Section 10.1 Vendors’ Representatives.

Article 11
GENERAL

Section 11.1 Expenses.

Except as otherwise expressly provided herein, each Party shall be responsible for all costs and expenses (including any Taxes imposed on such expenses) incurred by it or on its behalf in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the Transactions (including the fees and disbursements of legal counsel, bankers, investment bankers, accountants, brokers and other advisers).

Section 11.2 Public Announcements.

All public notices to third parties and all other announcements, press releases and publicity concerning the Agreement or the Transactions must be jointly planned and coordinated by the Vendors and the Purchaser. Neither Party shall act unilaterally in this regard without the prior written consent of the other Party unless, and only to the extent that, disclosure is required to meet the timely disclosure obligations of any Party under applicable securities Laws or stock exchange rules in circumstances where prior consultation with the other Party is not practicable, or the disclosure is to the Party’s board of directors, senior management and its legal, accounting, financial or other professional advisers. Notwithstanding the foregoing, nothing in this Section 11.2 shall limit any disclosure by any Vendor or its Affiliates or successors or permitted assigns, in its non-publicly distributed marketing materials and in any non-public update or communication to its limited partners, investors or prospective investors, financing sources, accountants, consultants and others (so long as such disclosure has a valid business purpose and the recipients are bound by customary confidentiality provisions).

Section 11.3 Notices.

Any notice, direction, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (a) delivered personally, (b) sent by prepaid courier service or mail, or (c) sent by e-mail or other similar means of electronic communication, in each case to the applicable address set out below:

c/o ESAB Corporation
909 Rose Avenue,
North Bethesda, MD 20852 USA

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

Bennett Jones LLP
900 Blvd. de Maisonneuve Ouest, Suite 1800
Montreal (Quebec) H3A 0A8

Price Building

65 Sainte-Anne Street

14^th Floor

Quebec (Quebec) G1R 3X5

with a copy to:

Jacques-Parizeau Building

1000 Place Jean-Paul-Riopelle

Montreal (Quebec) H2Z 2B3

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

Fasken Martineau DuMoulin LLP

365 Abraham-Martin Street

Suite 600

Quebec (Quebec) G1K 8N1

3400 de l’Éclipse Street

Suite 700
Brossard (Quebec) J4Z 0P3

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

Blake, Cassels & Graydon LLP
1 Place Ville Marie

Suite 3000
Montreal (Quebec) H3B 4N8

Eddyfi Holding Inc.

3425 Pierre-Ardouin Street

Quebec (Quebec) G1P 0B3

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

McCarthy Tétrault LLP
1000 De La Gauchetière Street West

Suite MZ400
Montreal (Quebec) H3B 0A2

Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of sending by other means of recorded electronic communication, provided that such day in either event is a Business Day and the communication is so delivered, e-mailed or sent before 5:00 p.m. (Eastern Time) on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. Any such communication sent by mail shall be deemed to have been given and made and to have been received on the fifth Business Day following the mailing thereof; provided, however, that no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner shall be deemed to have been given or made and to have been received only upon actual receipt. Any Party may from time to time change its address under this Section 11.3 by notice to the other Parties given in the manner provided by this Section 11.3.

Section 11.4 Time of Essence.

Time shall be of the essence of this Agreement in all respects.

Section 11.5 Disclosure Schedules.

Section 11.6 Further Assurances.

Each Party shall from time to time promptly execute and deliver or cause to be executed and delivered all such further documents and instruments and shall do or cause to be done all such further acts and things in connection with this Agreement that any other Party may reasonably require as being necessary or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement or any provision hereof.

Section 11.7 Entire Agreement.

This Agreement, together with the Confidentiality Agreement, the Escrow Agreement, the Paying Agent Agreement and the Joinder Agreements, constitutes the entire agreement among the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, representations, warranties, obligations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Agreement and no Party has relied or is relying on any other information, discussion or understanding in entering into and completing the Transactions.

Section 11.8 Amendment.

No amendment of this Agreement shall be effective unless made in writing and signed by the Vendors’ Representatives and the Purchaser.

Section 11.9 Waiver.

A waiver of any default, breach or non-compliance under this Agreement shall not be effective unless in writing and signed by the Party to be bound by the waiver, and then only in the specific instance and for the specific purpose for which it has been given. No waiver shall be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach or non-observance or by anything done or omitted to be done by any other Party. The waiver by a Party of any default, breach or non-compliance under this Agreement shall not operate as a waiver of such Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

Section 11.10 Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 11.11 Governing Law.

This Agreement shall be governed by, construed and enforced in accordance with the laws of the Province of Quebec and the laws of Canada applicable in such Province and this Agreement shall be treated, in all respects, as a Quebec contract. Each Party agrees (a) that any Claim relating to this Agreement shall be brought in any court of competent jurisdiction in the City of Quebec in the Province of Quebec, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such court, (b) that it irrevocably waives any right to, and shall not, oppose any such Claim in the Province of Quebec on any jurisdictional basis, including forum non conveniens, and (c) not to oppose the enforcement against it in any other jurisdiction of any Order duly obtained from a Quebec court as contemplated by this Section 11.11.

Section 11.12 Successors and Assigns; Assignment.

This Agreement shall enure to the benefit of, and be binding on, the Parties and their respective successors, heirs, Representatives and permitted assigns. No Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its respective rights or obligations under this Agreement without the prior written consent of the other Parties; provided that, without the prior consent of the Vendors or the Corporation, the Purchaser may assign this Agreement (a) to any of its Affiliates, or (b) to any Debt Financing Source (or any agent or collateral trustee for such Debt Financing Source) pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing; provided, further, that no such assignment shall relieve the Purchaser of any of its obligations hereunder.

Section 11.13 Third Party Beneficiaries.

Except as set forth in Section 4.10(3) and Section 11.16, this Agreement is for the sole benefit of the Parties and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 11.14 Legal Representation.

In any proceeding by or against the Purchaser wherein the Purchaser asserts or prosecutes any Claim under, or otherwise seeks to enforce, this Agreement or any Ancillary Agreement, the Purchaser agrees in connection with such proceeding (a) that neither the Purchaser nor counsel therefor will move to seek disqualification of any Vendor Counsel, (b) to waive any right the Purchaser may have to assert the attorney-client privilege against any Vendor Counsel or the Vendors or any of their Affiliates with respect to any communication or information contained in the Vendor Counsel’s possession or files, and (c) to consent to the representation of the Vendors and their Affiliates by any Vendor Counsel, notwithstanding that such Vendor Counsel has or may have represented any Vendor or any of its Affiliates (including any member of the Group) as counsel in connection with any matter, including any transaction (including the Transactions by this Agreement), negotiation, investigation, proceeding or action, prior to the Closing. This consent and waiver extends to the Vendor Counsel representing the respective Vendors against the Purchaser or any member of the Group in litigation, arbitration or mediation in connection with this Agreement or any Ancillary Agreement or the Transactions. In addition, all communications between any Vendor and any member of the Group, on the one hand, and any Vendor Counsel, on the other hand, related to the Transactions or any other proposed sale of shares of the Group, the Agreement or the Ancillary Agreements shall be deemed to be attorney-client confidences that belong solely to the Vendors and their respective Affiliates (and not the Group) (the “Vendors Pre-Closing Communications”). Accordingly, no member of the Group nor the Purchaser shall have access to any such Vendors Pre-Closing Communications or to the files of the Vendor Counsel relating to such engagement from and after the Closing, and all Books and Records and other materials of any member of the Group in any medium (including electronic copies) containing or reflecting any of the Vendors Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby retained by, assigned and transferred to the Vendors effective as of the Closing. Such material and information shall be excluded from the transfer contemplated by this Agreement and shall be delivered to the Vendors immediately prior to the Closing with no copies thereof retained by the Group, the Purchaser or any of the Purchaser’s Affiliates or representatives. From and after the Closing, the Purchaser and the Group shall maintain the confidentiality of all such material and information. To the extent that any such materials or information are not delivered to the Vendors prior to the Closing, they will be held for the benefit of the Vendors, and the Purchaser, the Group and their respective Affiliates will deliver all such material and information to the Vendors promptly upon discovery thereof, without using or retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (i) the Vendors and their respective Affiliates (and not the member of the Group) shall be the sole holders of the attorney-client privilege with respect to such engagement and the Vendors Pre-Closing Communications, and no member of the Group shall be a holder thereof, (ii) to the extent that files of any Vendor Counsel in respect of such engagement and with respect to the Vendors Pre-Closing Communications constitute property of the client, only the Vendors and their respective Affiliates (and not the Group) shall hold such property rights, and (iii) no Vendor Counsel shall have any duty whatsoever to reveal or disclose any such attorney-client communications, files or the Vendors Pre-Closing Communications to the Corporation by reason of any attorney-client relationship between the Vendor Counsel and the Corporation or otherwise. “Vendor Counsel” means, collectively, McCarthy Tétrault LLP, Fasken Martineau DuMoulin LLP and Blake, Cassels & Graydon LLP.

Section 11.15 Parent Guaranty.

Parent hereby absolutely, unconditionally and irrevocably guarantees and hereby assumes jointly, severally and solidarily with the Purchaser, the obligations of the Purchaser (or its assignee or assignees, as permitted by Section 11.12) under this Agreement. The guaranty provided pursuant to this Section 11.15 (the “Guaranty”) is a guaranty of payment and performance. The liability of Parent under this Guaranty shall be immediate and independent of the obligations of the Purchaser (or its assignee or assignees) hereunder, subject only to prior demand made upon the Purchaser by the Corporation and the Vendors’ Representatives (if before the Closing) or the Vendors’ Representatives (if after the Closing) for payment or performance thereunder, as the case may be, and failure by the Purchaser (or its assignee or assignees) to make such payment or performance as provided hereunder. Parent’s obligations hereunder shall not be contingent upon the exercise or enforcement of any other rights or remedies the Vendors may have against the Purchaser (or its assignee or assignees). The Parties acknowledge and agree that Parent and its successors and assigns may exercise any and all defenses, counterclaims and other rights and remedies of the Purchaser (or its assignee or assignees) under this Agreement in the event that the Corporation or the Vendors’ Representatives, as applicable, make a demand upon Parent pursuant to the terms hereof. This Guaranty shall automatically terminate and become null, void and without effect with respect to any obligation of the Purchaser (or its assignee or assignees) under this Agreement upon the earlier to occur of: (a) the Purchaser’s satisfaction of such obligation and (b) the Corporation and the Vendors’ Representatives’ (if before the Closing) or the Vendors’ Representatives (if after the Closing) express written waiver of such obligation.

Section 11.16 Debt Financing Sources.

Notwithstanding anything to the contrary in this Agreement, each of the Corporation, the Holdcos, the Vendors, their Subsidiaries and their respective Affiliates hereby:

Section 11.17 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a Party may send a copy of its original signature on the execution page hereof to the other Parties by e-mail or by other electronic transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving Parties.

Section 11.18 Language.

The Parties acknowledge that they have required that this Agreement and all related documents be drawn up in English. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

[Signature pages follow.]

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

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