ASSET PURCHASE AGREEMENT AMONG HARLEY-DAVIDSON CANADA LP AND FRED DEELEY IMPORTS LTD. AND HARLEY-DAVIDSON MOTOR COMPANY, INC. April 30, 2015 TABLE OF CONTENTS

THIS ASSET PURCHASE AGREEMENT made as of the 30^th day of April, 2015,

HARLEY-DAVIDSON CANADA LP, a limited partnership existing under the laws of the Province of Ontario,

(hereinafter referred to as the “Purchaser”),

FRED DEELEY IMPORTS LTD., a corporation existing under the laws of the Province of British Columbia,

(hereinafter referred to as the “Vendor”),

HARLEY-DAVIDSON MOTOR COMPANY, INC., a corporation existing under the laws of the State of Wisconsin,

(hereinafter referred to as “HDMC”),

WHEREAS the Vendor has carried on the business of being the exclusive distributor in Canada of Harley-Davidson motorcycles, parts and accessories, apparel and other merchandise prior to and under a distributorship agreement dated February 20, 2008 between HDMC and the Vendor (the “Distributorship Agreement”);

AND WHEREAS the Vendor is party to a financing agreement with Harley-Davidson Financial Services Canada (“HDFS Canada”) dated June 25, 2014 (the “Financing Agreement”);

AND WHEREAS HDMC has provided the Vendor with notice of termination of the Distributorship Agreement in accordance with its terms, which termination shall be effective as of July 31, 2017;

AND WHEREAS the Purchaser is willing to purchase the Purchased Assets (as hereinafter defined), and to arrange the early termination of the Distributorship Agreement, and the Vendor is willing to sell the Purchased Assets to the Purchaser and agree to the early termination of the

Distributorship Agreement, in accordance with and subject to the terms and conditions of this Agreement;

AND WHEREAS HDMC consents to the foregoing transaction of purchase and sale;

NOW, THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

but excluding:

all as reflected on the Estimated Closing Balance Sheet, including the benefit of any security thereon, and any claim, right or remedy relating thereto;

and, in the case of (ii) or (iii), the Purchaser has been advised in writing by the Commissioner or a person authorized by the Commissioner that the Commissioner does not intend, at this time, to apply to the Competition Tribunal for an order under Part VIII of the Competition Act with respect to the transactions contemplated by this Agreement, and such advice has not been rescinded or amended;

and severance pay under applicable employment standards legislation; any valid contractual notice or severance obligation (to the extent that such contractual notice/severance obligation exceeds statutory requirements); in the absence of any valid contractual notice or severance obligation, reasonable notice or pay in lieu of such notice under the common law; benefit continuation (including any applicable car allowance and retirement savings plan) or compensation in lieu of benefit continuation through the applicable statutory, contractual or common law notice period in excess of the pro rata amount payable by the Vendor for the period prior to Closing; any bonus payable during the applicable notice period following Closing; and any other costs incurred in good faith, acting reasonably (including reasonable legal fees incurred after the Closing Date), to secure a settlement of any and all claims that an employee might have arising out of the termination of his or her employment without cause;

(vvvv2) “Systems” has the meaning set out in Section 4.17;

of which written instruments, contracts and agreements and unwritten purchase arrangements are listed in the attached Schedule 1.1(iiiii);

Unless otherwise indicated, all dollar amounts in this Agreement are expressed in United States funds.

The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to a Section or Schedule refers to the specified Section of or Schedule to this Agreement and any reference in this Agreement to a Section shall include a subsection of such Section, as applicable.

In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind whatsoever.

Any reference in this Agreement to generally accepted accounting principles or GAAP refers to Canadian accounting standards for private enterprises at the relevant time applied on a consistent basis.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided.

Time shall be of the essence in this Agreement.

This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Any dispute, disagreement or controversy arising out of or relating to this Agreement shall be determined by arbitration in accordance with the following rules (and the parties hereby submit to arbitration for such purposes):

upon a sole arbitrator within a further ten (10) days, each party to the arbitration shall select one Arbitrator Candidate from its own list to act as an arbitration selector and notify the other party of its selection. The arbitration selectors shall, within ten (10) further days, confer and select, in their sole discretion, an Arbitrator Candidate from the remaining Arbitrator Candidates on the parties’ lists to act as the sole arbitrator. In all instances, Arbitrator Candidates shall be (i) either a retired judge or a lawyer qualified to practice law in Ontario with fifteen (15) or more years’ experience in the jurisdiction and (ii) free from conflicts of interest. In the event that the arbitration selectors are unable to agree on a sole arbitrator, the sole arbitrator shall be determined by application to the Ontario Superior Court of Justice. The parties hereby irrevocably attorn to the jurisdiction of the Ontario Superior Court for the purposes of any such application and for the determination of any disputes or matters arising from or related to these arbitration terms that fall outside of the jurisdiction of the sole arbitrator.

The arbitration proceedings and the decision of the arbitrator shall be confidential and shall not be disclosed or published in any manner by either party.

The arbitrator may award costs of the arbitration process, including the reasonable fees and disbursements, to be paid to the successful party.

Any award for the payment of money may include pre-award and/or post-award interest.

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise provided.

The following Exhibits are attached to and form part of this Agreement:

Exhibit A    –    Concord Lease

Exhibit B    –    Deeley-HDMC Agreement

Exhitit C    –    Escrow Agreement

Exhibit D    –    License Agreement

Exhibit E    –    Non-Competition Agreement

Exhibit E1    –    Richmond Occupancy License

Exhibit F    –    Transitional Services Agreement

Exhibit G    –    Vendor Release

Exhibit H    –    HDMC Release

The following Schedules are prepared and organized by the Vendor and are attached to and form part of this Agreement:

Schedule 1.1(d)    –    Receivables

Schedule 1.1(ff)     –    Dealer Agreements

Schedule 1.1(ccc)    –    Financial Statements

Schedule 1.11.1(ffff)    -    New HDFS Documents

Schedule 1.1(uuuu)     –    Purchaser Leased Equipment

Schedule 1.1(eeeee)    –    Terminated Harley-Davidson Agreements

Schedule 1.1(iiiii)    –    Vendor Contracts

Schedule 1.1(jjjjj)     –    Vendor Equipment

Schedule 2.1    –    Purchased Assets

Schedule 2.1(a)    –    Assumed Contracts

Schedule 2.1(c)    –    Licenses and Permits

Schedule 2.1(e)     –    PAM Inventory

Schedule 2.1(f)     –    Motorcycle Inventory

Schedule 2.1(g)    –    Intellectual Property Assets

Schedule 3.1(b)(i)    –    Accounts Receivable Value Calculation

Schedule 3.1(b)(ii)     –    Prepaid Expenses Value Calculation

Schedule 3.1(b)(iii)    –    PAM Inventory Value Calculation

Schedule 3.1(b)(iv)    –    Motorcycle Inventory Value Calculation

Schedule 3.7    –    Purchase Price Allocation

Schedule 4.6(a)    –    Regulatory Consents

Schedule 4.6(b)    –    Contractual Consents

Schedule 4.11    –    Real Property

Schedule 4.15    –    Litigation

Schedule 4.17    –    Computer Systems

Schedule 4.18    –    Warranties and Discounts

Schedule 4.19    –    Insurance

Schedule 4.20    –    Environmental Matters

Schedule 4.22    –    Labour Relations and Collective Agreements

Schedule 4.23    –    Employees

Schedule 4.24    –    Employee Plans

Schedule 4.29    –    Marketing Plan

Schedule 4.33    –    Equity Interests

Any disclosure made by the Vendor in a Schedule in connection with a representation or warranty shall not apply to any other representations and warranties in this Agreement unless such Schedule cross-references another Schedule or representation and warranty and clearly indicates the manner in which the disclosure applies to such other Schedule or representation and warranty.

Subject to and upon the terms and conditions contained in this Agreement, the Vendor shall sell, assign and transfer to the Purchaser and the Purchaser shall purchase from the Vendor, all right, title and interest of the Vendor to certain of the Vendor’s property and assets used in connection with the Business as detailed in Schedule 2.1, being the property and assets specifically described in clauses (a) through (o) below (collectively, the “Purchased Assets”) at the Closing Date, free and clear of all Encumbrances:

(collectively, the “Intellectual Property Assets”), including as set out in Schedule 2.1(g);

data and information constituting Personal Information, and (ii) HOG Magazine Canada;

The Purchased Assets shall include only those assets expressly contemplated in the foregoing Section 2.1 and listed in Schedule 2.1, and the Purchaser shall in no way be construed to acquire any interest in any of the other property and assets of the Vendor used in or related to the Business or any other business or activity (collectively, the “Excluded Assets”). For greater certainty and without limiting the foregoing, the term “Excluded Assets” includes the following:

If following the Closing, any of the Purchased Assets or any proceeds in respect thereof shall at any time come into the possession of or under the control of the Vendor or any of its employees, officers or agents, such assets and/or proceeds, as applicable, shall be held by the Vendor in trust for the benefit of the Purchaser. Within ten (10) Business Days from the date on which the Vendor or any of its employees, officers or agents, come into possession of or obtain control over any of such assets and/or proceeds, as applicable, the Vendor shall by notice in writing delivered to the Purchaser in accordance with the provisions hereof, so advise the Purchaser. The Vendor shall have a duty to forthwith account and deliver over to the Purchaser any of such assets and/or proceeds, as applicable.

If any of the Excluded Assets or any proceeds in respect thereof shall at any time come into the possession of or under the control of the Purchaser or HDMC or any of their respective employees, officers or agents, such assets and/or proceeds, as applicable, shall be held by the Purchaser or HDMC, as applicable, in trust for the benefit of the Vendor. Within ten (10) Business Days from the date on which the Purchaser or HDMC or any of their respective employees, officers or agents, come into possession of or obtain control over any of such assets and/or proceeds, as applicable, the Purchaser or HDMC shall by notice in writing delivered to the Vendor in accordance with the

provisions hereof, so advise the Vendor. The Purchaser and HDMC shall have a duty to forthwith account and deliver over to the Vendor any of such assets and/or proceeds, as applicable.

Except as otherwise provided in this Agreement, including any adjustments or abatements provided for herein as at the Time of Closing, the purchase price (the “Purchase Price”) payable by the Purchaser to the Vendor for the Purchased Assets shall be the aggregate of:

At the Time of Closing, the Purchaser shall satisfy the amount set forth in Section 3.1 as follows:

Subject to the provisions of this Agreement, the Purchaser agrees to assume, pay, satisfy, discharge, perform and fulfill, from and after the Time of Closing, the following liabilities and obligations (the “Assumed Liabilities”) and no others:

The Purchaser shall not assume, pay, satisfy, discharge, perform or fulfil and the Vendor shall be solely responsible for all other liabilities and obligations of the Vendor whether related to the Business and the Purchased Assets or otherwise (the “Excluded Liabilities”). For greater certainty, the Vendor shall be responsible for all of its liabilities that are not Assumed Liabilities.

The Vendor shall at least five (5) Business Days prior to Closing, in good faith, complete and deliver to the Purchaser the Estimated Closing Balance Sheet as of the Closing Date, prepared in accordance with GAAP applied consistently with the Vendor’s past practices used in the preparation of the Balance Sheets, and a calculation of the estimated Purchase Price as of the close of business on the Closing Date. Upon the reasonable request of the Purchaser, the Vendor shall promptly provide additional information in respect of the calculation of the Estimated Closing Balance Sheet and the estimated Purchase Price.

five (5) Business Days of the end of such ten (10) day period, then either party may apply to a judge of the Superior Court of Ontario to have a nationally recognized firm of chartered accountants appointed as the Arbitrating Accountant for the purposes of this Section. The Arbitrating Accountant will not be the accountant or auditor for HDMC, the Purchaser, or the Vendor. The Arbitrating Accountant’s function shall be to review only those items that are in Dispute with respect to the determination of the Purchase Price Adjustment and to resolve such Dispute in accordance with the requirements of this Section 3.6(c). The Arbitrating Accountant shall, as promptly as possible and in any event within thirty (30) days after the date of its appointment, render its decision on the Dispute in writing to the Purchaser and the Vendor, together with a revised Purchase Price Adjustment reflecting its decision with respect to each of the items in Dispute. The date on which the Purchase Price Adjustment is finally determined in accordance with this Section is referred to as the “Determination Date”. The Arbitrating Accountant’s decision shall be final and binding upon the parties, and the Purchase Price Adjustment, as revised pursuant to the Arbitrating Accountant’s decision, shall be final and binding, barring manifest error. The Arbitrating Accountant, in its sole and absolute discretion, shall determine the proportion of its fees and expenses to be paid by the Vendor and the Purchaser, respectively, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective parties in relation to the Dispute.

The Purchase Price, together with the agreed fair market value, if any, of the Assumed Liabilities, shall be allocated in the manner specified in Schedule 3.7. The Purchaser and the Vendor agree to be bound by such allocation and to report the purchase and sale of the Purchased Assets for all federal, provincial and local Tax purposes in a manner consistent with such allocation.

If applicable, at the Closing the Purchaser and the Vendor shall execute jointly an election under subsection 167(1) of the ETA to have the sale of the Purchased Assets take place on a GST/HST-free basis under the ETA. The Purchaser shall file the election in the manner and within the time prescribed by the relevant legislation. Notwithstanding anything to the contrary in this

Agreement, the Purchaser shall indemnify and hold the Vendor harmless in respect of any GST/HST, penalties, interest and other amounts which may be assessed against the Vendor as a result of the transactions under this Agreement not being eligible for such election or as a result of the Purchaser’s failure to file the election within the prescribed time.

Subject to Section 3.8, the Purchaser shall be liable for and shall pay all federal and provincial sales taxes (including any GST/HST, provincial sales taxes and land transfer taxes) and all other similar taxes, duties, fees or other like charges of any jurisdiction payable in connection with the purchase of the Purchased Assets in addition to the Purchase Price. For greater certainty, the Vendor shall be responsible for all income taxes payable by the Vendor as a result of the transactions contemplated herein.

The Vendor represents and warrants, as of the date hereof, to the Purchaser as follows, and the Vendor acknowledges that the Purchaser is relying on such representations and warranties in connection with its purchase of the Purchased Assets (for the purposes hereof, any of HOG’s assets shall be deemed to be Purchased Assets of the Vendor):

The Vendor is a company validly existing under the laws of the Province of British Columbia and has the corporate power to own or lease its property and to carry on the Business as now being conducted by it, and is duly qualified as a corporation to conduct the Business in each jurisdiction where qualification is necessary, and to execute and deliver and perform its obligations under this Agreement.

The Vendor is not a non-resident of Canada for the purposes of the ITA.

All Accounts Receivable that are reflected on the Closing Balance Sheet or on the Accounting Records of the Vendor as of the Closing Date represent or will represent valid obligations arising from sales actually made or services actually performed by the Vendor in the ordinary course of business. Such Accounts Receivable are or will be as of the Closing Date collectable net of the respective reserves shown on the Closing Balance Sheet (which reserves are adequate and calculated consistent with past practice and will not represent a Material Adverse Change in the composition of such Accounts Receivable in terms of aging) within one hundred twenty (120) days following the Closing Date. There is no contest, claim, defence or right of set off, other than returns in the ordinary course of business of the Vendor, under any Contract with any account debtor of an Account Receivable relating to the amount or validity of such Account Receivable.

All items included in the Inventories consist of a quality and quantity useable and saleable in the ordinary course of business of the Vendor. The Vendor is not in possession of any inventory not owned by the Vendor, except for sales to Dealers pending delivery. Inventories now on hand were purchased in the ordinary course of business of the Vendor.

The Purchased Assets are owned beneficially by the Vendor with good title thereto, free and clear of all Encumbrances. The Purchased Assets, the Purchaser Leased Equipment and the Excluded Assets constitute all the assets owned by the Vendor and used in the Business. All tangible assets forming part of the Purchased Assets are in good operating condition and are in a good state of repair and maintenance, reasonable wear and tear excepted. The Purchaser Leased Equipment is all in good working condition and is in a good state of repair and maintenance, reasonable wear and tear excepted.

No person other than the Purchaser has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Vendor of any of the Purchased Assets other than pursuant to purchase orders accepted by the Vendor for products in the ordinary course of business.

Schedule 4.11 sets forth the address and area descriptions of all real property that is owned or leased by the Vendor.

The Vendor is not a party to any lease or agreement to lease in respect of any real property, whether as a lessor or lessee, in connection with the Business, other than its lease of the Concord Property, to be terminated on Closing, and the Richmond Lease.

As of the Closing Date, all of the tangible Purchased Assets and Purchaser Leased Equipment will be located on or in transit to either the Concord Property or the Richmond Property.

The Vendor has complied in all material respects with all Applicable Laws (save and except for Environmental Laws, the compliance of which is dealt with in Section 4.20 hereto). Schedule 2.1(c) sets out a complete and accurate list of all Permits, and including Environmental Permits, held or granted to the Vendor, which Permits are all those necessary for the operation of the Business as currently conducted. All such Permits are valid, subsisting and in good standing and the Vendor is not in default or breach of any Permit and, to the knowledge of the Vendor, no proceeding is pending or threatened to revoke or limit any Permits.

Except as described in Schedule 4.15, there are no applications, orders, actions, suits, claims, counter-claims, cross-suits, third party claims, appeals, proceedings, audits, investigations or complaints (whether or not purportedly on behalf of the Vendor) pending or, to the knowledge of the Vendor, threatened, at law or in equity or before or by any Authority affecting the Business or the Purchased Assets, which when considered individually or in the aggregate constitute a Material Adverse Change.

Schedule 1.1(iiiii) sets out a complete list of the Vendor Contracts, including Equipment Leases, that are necessary to operate the Business as at the date hereof and the Closing Date. Except as disclosed in Schedules 1.1(iiiii), 4.6(b) and 4.17, the Vendor has made available to the Purchaser complete copies of the Vendor Contracts. Except as disclosed in Schedule 1.1(iiiii), all the Assumed Contracts and the Dealer Agreements are in good standing and in full force and effect and no material default has occurred thereunder, and, to the knowledge of the Vendor, no event, condition or occurrence exists which, after notice or lapse of time or both, would constitute a default thereunder, except in each case where such default would not, individually or in the aggregate with all such other defaults, result in a Material Adverse Change. For greater certainty, a default shall be considered material if such default, after notice or lapse of time or both, could result in the termination of the Assumed Contract or the Dealer Agreement or a material penalty pursuant to the terms of the Assumed Contract or the Dealer Agreement.

Except as set out in Schedule 4.17, the Vendor has the right to sell, convey or assign all of the operating systems and software set out in Schedule 4.17 and any additional key operating systems

and key software owned or leased by the Vendor, and utilized in the Business (all such operating systems and software shall be collectively referred to herein as the “Systems”). The Systems, including any modifications or customizations thereto, are as of the date of his Agreement, and shall so be at Closing: (a) fully operational and functioning as they are required to function and operate to meet purposes and requirements of the Business; and (b) to the knowledge of the Vendor, free from any computer viruses, worms, Trojan horses or other malicious programs or code. All of the Systems owned or leased by the Vendor, and utilized in the Business are either properly and validly licensed for its intended use in the Business, or wholly owned by the Vendor. All enhancements, modifications and customizations for the Systems are wholly owned by the Vendor. All contracts required for the operation and function of the Systems utilized in the Business are identified as Assumed Contracts in accordance with Section 2.1(a) of this Agreement. Any ownership, Assumed Contract or functionality issues with respect to the Systems will not, either individually or in the aggregate, materially affect the Business. Except as set out in Schedule 4.17, all enhancements, modifications or customizations to the Systems scheduled or engaged as of the date of this Agreement shall be completed, tested and reasonably satisfactory for the intended purposes of such enhancements, modifications or customizations on or before Closing. Schedule 4.17 lists, to the extent that such information is known by the Vendor, the Systems that are owned or leased by the Vendor and utilized in the Business as well as: (i) the license agreements whereby the Vendor licenses in or licenses out the Systems or modules thereof; and (ii) enhancements, modifications and customizations to the Systems, including enhancements, modifications or customizations to the Systems that are scheduled or engaged as of the date of this Agreement. All physical access keys and authentication codes necessary to access and operate the Systems and licenses applicable thereto can be transferred or assigned to the Purchaser and will be delivered to the Purchaser on or before Closing.

Other than the warranty obligations described in Schedule 4.18, the Vendor has not given any written or oral warranty regarding any of the products sold or leased or services provided as part of the Business, or incurred any repair or maintenance obligations in favour of any customers of the Business or entered into any agreement with any customer which would require the repurchase of goods, price adjustment, refund, discount or concession to any customer after Closing. Except for any claim referenced in Schedule 4.15, to the knowledge of the Vendor, no Person has any valid claim against the Vendor or the Business under Applicable Law relating to unfair competition, false advertising or other similar claims arising out of product or service warranties, specifications, manuals, brochures or other advertising materials relating to the Business.

The Vendor has all of its property and assets insured against loss or damage by all insurable hazards or risks on a replacement cost basis and such insurance coverage will be continued in full force and effect as of the Time of Closing. Copies of all applicable policies of insurance have been provided by the Vendor to the Purchaser, a list of which is included in Schedule 4.19.

Except as disclosed in Schedule 4.20 (or the relevant portion thereof where so indicated below):

Schedule 2.1(g) sets out all Vendor Intellectual Property which is the subject of a registration or pending application, is capable of being registered or is otherwise reasonably identifiable as to content or location. The Vendor Intellectual Property is all of the intellectual property of the Vendor that is necessary for the operation of the Business as currently conducted. The Vendor is the beneficial owner of or has the right to use such Intellectual Property, without payment to any third party, and, except as set out in Schedule 4.6(b), is not bound by any contract whatsoever that limits or impairs its ability to sell, transfer, assign or convey, or that otherwise affects such Intellectual Property. The Vendor has not granted any interest in or right to use all or any portion of such Intellectual Property to any other person. The Vendor has not received any notice that the use of the Intellectual Property infringes upon or breaches any industrial or intellectual property rights of any other person.

None of the Employees is represented by a trade union or any other employee association or organization. To the knowledge of the Vendor, other than as disclosed in Schedule 4.22, there are not any current attempts to organize or establish any trade union or employee association with respect to any of the Employees, nor is there any certification of any such union with regard to a bargaining unit. There are no applications for certification pending and no pending or outstanding applications, proceedings or orders of any labour relations board or similar court, tribunal or board concerning any of the Employees. There are no threatened applications to be brought before any labour relations board or similar court, tribunal or board concerning the Employees. There are no

outstanding grievances or arbitration proceedings and there are no unsatisfied arbitration awards to which the Vendor is a party.

The Books and Records, all of which have been made available to the Purchaser (other than personnel records and other records relating to Employees, which will only be provided to the Purchaser on the Closing date, as they relate to Hired Employees), are complete and correct in all material respects and represent actual, bona fide transactions and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls. The minute books of the Vendor, all of which have been made available to the Purchaser, contain accurate and complete records in all material respects of all meetings held, and corporate action taken, by the shareholders, the board of directors and committees of the board of directors, and no meeting of any shareholders, board of directors or committee has been held for which minutes have not been prepared or are not contained in such minute books.

The Vendor has no liability that would be required to be reflected or reserved against in a balance sheet prepared in accordance with GAAP, except for liabilities reflected or reserved against in the Existing Balance Sheets and current liabilities incurred in the ordinary course of business of the Vendor since the respective dates of the Existing Balance Sheets.

Other than the termination of the Distributorship Agreement effective July 31, 2017, the proposed wind-up and dissolution of HOG, and the proposed entry into this Agreement, since December 31, 2014;

Since January 1, 2015, the Vendor has made commercially reasonable efforts to operate the Business in accordance with its 2015 Canada Business Plan dated November 20, 2014, a copy of which is attached hereto as Schedule 4.29.

The Vendor is neither an insolvent person nor has it committed an act of insolvency within the meaning of the Bankruptcy and Insolvency Act (Canada), nor has it taken any steps to have itself declared bankrupt or wound up, reorganized, or to have a receiver appointed over any of its assets.

The Vendor is a registrant for purposes of the ETA whose registration number is 10188 4138 RT0001.

Except as disclosed in Schedule 4.33, the Vendor does not own, either as registered or beneficial owner, shares or interests in any other Person.

The Vendor has not entered into any agreement which would entitle any Person to any valid claim against the Vendor or the Purchaser for a brokers’ commission, finders’ fee or any like payment in respect of the purchase and sale of the Purchased Assets or any other matter contemplated by this Agreement.

The Purchaser represents and warrants to the Vendor as follows and acknowledges and confirms that the Vendor is relying on such representations and warranties in connection with its sale of the Business and the Purchased Assets.

The execution and delivery of this Agreement by each of the Purchaser and HDMC and the consummation of the transactions herein provided for will not result in a material breach or violation of any of the provisions of, or constitute a material default under, or materially conflict with or cause the acceleration of any obligation of the Purchaser or HDMC under: (i) any material contract or agreement to which the Purchaser or HDMC is a party or by which it is or its properties are bound; (ii) any provision of the constating documents, partnership agreement or by-laws or resolutions of the board of directors (or any committee thereof) or the shareholders of the Purchaser or HDMC; (iii) any material judgment, decree, order, award, law, statute, ordinance, regulation, rule or by-law of any Authority having jurisdiction over the Purchaser or HDMC, except where

such breach, violation, default, conflict or acceleration would not prevent the Purchaser from fulfilling its obligations under this Agreement.

Except as specified under the Investment Canada Act and the Competition Act, there is no requirement for the Purchaser or HDMC to make any filing with, give any notice to or obtain from any Authority any licence, permit, approval, consent, registration, certificate or other regulatory authorization as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any contract or agreement to which the Purchaser or HDMC is a party or by which it is bound to give any notice to, or to obtain the consent or approval of, any party to such contract or agreement relating to the consummation of the transactions contemplated by this Agreement, the failure of which to obtain would prevent the Purchaser or HDMC from fulfilling its obligations under this Agreement.

The Purchaser is a registrant for purposes of the ETA whose registration number is 802372383 RT0001.

Neither the Purchaser nor HDMC has entered into any agreement which would entitle any person to any valid claim against the Purchaser, HDMC or the Vendor for a brokers’ commission, finders’ fee or any like payment in respect of the purchase and sale of the Purchased Assets or any other matter contemplated by this Agreement.

Neither the Purchaser nor HDMC is an insolvent person nor has it committed an act of insolvency within the meaning of the Bankruptcy and Insolvency Act (Canada) or any analogous legislation in any other jurisdiction, nor has it taken any steps to have itself declared bankrupt or wound up, reorganized, or to have a receiver appointed over any of its assets.

The representations and warranties of the Vendor contained in Article 4 or any certificate delivered pursuant to this Agreement shall survive the Closing for a period of eighteen (18) months from the Closing Date, except for:

and notwithstanding the Closing and, subject to any other terms and conditions of this Agreement, any inspection or inquiries made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser, after which time the Vendor shall be released from all obligations in respect of such representations and warranties except with respect to any Claims asserted by the Purchaser in accordance with Section 11.3 hereof before the expiration, if applicable, of such period.

The representations and warranties of the Purchaser and HDMC contained in this Agreement shall survive the closing of the transactions contemplated herein until the day that is eighteen (18) months following the Closing Date, and notwithstanding the Closing and any inspection or inquiries made by or on behalf of the Vendor, shall continue in full force and effect for the benefit of the Vendor, after which time the Purchaser and HDMC shall be released from all obligations in respect of such representations and warranties except with respect to any Claims asserted by the Vendor in accordance with Section 11.3 hereof before the expiration of such period.

To the extent that they were not required to be or have not been fully performed at or prior to the Time of Closing, and have not been waived, if applicable, the covenants of the Vendor and the Purchaser contained in this Agreement and any document executed or delivered by any party hereto shall survive the Closing of the transactions contemplated herein in accordance with their respective terms.

Except as set out in the other sections of this Article 7, during the Interim Period, the Vendor will:

During the Interim Period, the Vendor will use its commercially reasonable efforts to operate the Business in accordance with its 2015 Canada Business Plan dated November 20, 2014, and adhere to the Vendor’s 2015 model sales policies adopted thereafter, copies of such documents being attached hereto collectively as Schedule 4.29.

Subject to Section 7.9 or as otherwise provided in this Agreement, during the Interim Period, the Vendor will use its commercially reasonable efforts to perform its obligations under the Distributorship Agreement in all material respects and on a timely basis.

For the period from January 1, 2015 to the Closing Date, the Vendor shall achieve aggregate Dealer retail sales of Harley-Davidson motorcycles in Canada of 8,084 units (the “Motorcycle Target”).

For the period from January 1, 2015 to the Closing Date, the Vendor shall achieve aggregate Dealer retail sales of non-current Harley-Davidson motorcycles in Canada (being all model years prior to 2015) in Canada of 1,531 units (the “Non-Current Model Target”).

From the date of this Agreement to the Closing Date, the Vendor shall achieve CIM Platinum Performance as defined in HDMC’s CIM system, as follows:

During the Interim Period, the Vendor will maintain current Canadian dollar pricing offered by the Vendor to the Dealers for all motorcycle models and PAM Inventory, unless otherwise consented to in advance in writing by the Purchaser.

and the above referenced access and investigation shall not unduly interfere with the operation of the Vendor’s business.

HDMC hereby covenants and agrees not to require compliance with or enforce the following provisions of the Distributorship Agreement during the Interim Period:

HDMC further acknowledges that all provisions of the Distributorship Agreement and the obligations of the Vendor and the commercially reasonable standard of performance thereunder shall be interpreted in consideration of the pending termination of the Distributorship Agreement on Closing.

submit all documentation and information that is required to obtain the ICA Approval and the Competition Act Approval, and will use its commercially reasonable efforts to satisfy all requests for additional information and documentation received under or pursuant to those filings, submissions and the applicable legislation and any orders or requests made by any governmental Authorities under such legislation. The Purchaser shall use its commercially reasonable efforts to obtain ICA Approval and Competition Act Approval, including, in respect to ICA Approval only, by offering and agreeing to undertakings that are satisfactory to the Purchaser acting reasonably.

Notwithstanding anything else in this Agreement, the Vendor and the Purchaser acknowledge and agree that HOG may be wound-up during the Interim Period, with all of its assets and liabilities being conveyed to and assumed by the Vendor.

The Vendor shall cooperate with the Purchaser and render all necessary and reasonable assistance required by the Purchaser in connection with any application, notification or filing of the Purchaser in connection with these transactions or for the purposes of obtaining any permit, including Environmental Permits, necessary to allow the Purchaser to operate the Business following the Closing Date, including the notices, consents and approvals described in Schedule 4.6(a).

The Vendor shall use its reasonable commercial efforts to give or obtain, at the Vendor’s own expense, at or prior to the Time of Closing, the notices, consents and approvals described in Schedule 4.6(b). Any filing fees with respect to the Competition Act Approval shall be paid wholly by the Purchaser.

The parties agree to waive compliance with the provisions of bulk sales legislation in the jurisdictions in which any of the Purchased Assets are located. The Vendor shall (to the extent that such debts do not comprise part of the Assumed Liabilities), within ten (10) Business Days following the Closing, pay to its creditors all debts due, owing, payable or accruing due or to become due to its creditors as of the Closing Date, and deliver a certificate from the chief executive officer of the Vendor certifying to the Purchaser that all of such debts have been paid. The Escrow Amount shall not be distributed in accordance with the terms of the Escrow Agreement until such certificate is delivered by the Vendor. The Vendor covenants and agrees to take all action necessary to prevent any of its creditors from asserting any claim against the Purchaser or the Purchased Assets or under any bulk sales legislation for relief provided therein as a result of non-compliance with such legislation.

At the Time of Closing, a portion of the Purchase Price amounting to $1,500,000 shall be delivered into escrow as security for the performance of its representations, warranties and covenants under this Agreement. Without limiting the foregoing, at the Time of Closing, the Vendor and the Purchaser shall each execute and deliver the Escrow Agreement, and shall perform their respective obligations thereunder in accordance with its terms, and shall use their respective best efforts to cause the Escrow Agent to execute and deliver the Escrow Agreement. HDMC and the Purchaser each acknowledges and agrees that any and all costs relating to the escrow arrangements, including the Escrow Agent’s fees and the Vendor’s legal fees relating to reviewing and settling the Escrow Agreement, shall be payable by HDMC and shall not reduce the amount being held in escrow.

At the Time of Closing, the Vendor shall terminate its existing lease of the Concord Property, the Purchaser shall execute and deliver the Concord Lease, and the Vendor shall cause the landlord of the Concord Property to execute and deliver the Concord Lease.

At the Time of Closing, the Vendor and the Purchaser shall execute and deliver the Richmond Occupancy License, and the Vendor shall use commercially reasonable efforts to have the landlord of the Richmond Property provide any required consent relating thereto.

At the Time of Closing, the Vendor, Don James and Malcolm Hunter shall enter into non-competition agreements with the Purchaser and HDMC in substantially the form attached as Exhibit E. Without limiting the foregoing, at the Time of Closing, the Vendor shall execute and deliver its Non-Competition Agreement, and shall deliver the executed Non-Competition Agreements of Don James and Malcolm Hunter.

The Vendor shall, for a period of up to six (6) months following the Closing Date, provide the Purchaser with such services as it may reasonably require with respect to the data centre operated by the Vendor from the Richmond Property in accordance with the terms of the Transitional Services Agreement. Without limiting the foregoing, at the Time of Closing, the Vendor and the Purchaser shall execute and deliver the Transitional Services Agreement.

At or before the Time of Closing, the Vendor shall repay any and all amounts owing by it to HDFS Canada and shall cause Don James to tender his resignation with immediate effect of his position on the board of directors of HDFS Canada.

The Vendor covenants and agrees to use commercially reasonable efforts to assist the Purchaser with respect to communications with the Dealers regarding the transactions contemplated in this Agreement and the impact of such transactions on each Dealer; and without limiting the generality of the foregoing to promptly organize “town hall” meetings with such Dealers to permit the Purchaser to efficiently communicate its transition plans to the Dealers. The costs of such town hall meetings shall be divided equally between the Purchaser and the Vendor. The Vendor shall take such steps as the Purchaser may reasonably direct, at the expense of the Purchaser, to minimize any disruption of the Purchaser’s current and prospective relationships with the Dealers. The Purchaser agrees that, as soon as practicable following the date hereof (and in any event within twenty (20) Business Days of the date of this Agreement), it shall provide written offers (which offers shall include reasonable security terms to secure the payment by Dealers of product purchases from the Purchaser) of dealership agreements (the “New Dealer Agreements”) to all of the Dealers as of the Closing Date (including, for greater certainty, the Dealership Business). Subject to provisions related to early termination, the New Dealer Agreements shall have a five year term (the “Full Term”) for the majority of Dealers and, in every case, a term ending no earlier than December 31, 2016. The Purchaser agrees that, subject to the foregoing, it shall offer a New Dealer Agreement to the Dealership Business to continue to operate as a retailer of Harley-Davidson products on terms and conditions comparable to those being offered to other Full Term Dealers. The Purchaser covenants and agrees that the New Dealer Agreements shall be effective contemporaneously with the termination of the Dealer Agreements. The parties acknowledge and agree that the requirements of Section 16.4 of the Distributorship Agreement requiring the Vendor to cause each of its Dealers to, upon termination of the Dealer Agreement, immediately remove from its premises and discontinue all use of the Trademarks and all materials bearing any of the Trademarks (including signs) shall be waived with respect to each Dealer.

At the Time of Closing the Vendor shall deliver to the Purchaser all of the Books and Records. The Purchaser agrees that it will maintain and preserve the Books and Records so delivered to it for a period of seven (7) years from the Closing Date, or for such longer period as is required by

any Applicable Law, and will permit the Vendor or its authorized representatives reasonable access thereto in connection with their affairs relating to its matters.

To the extent that any of the Purchased Assets, or any claim, right or benefit arising under or resulting from such assets (collectively, the “Rights”) is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any agreement or any Applicable Law, unless the approval, consent or waiver of such third Person is obtained and remedies such breach or violation, then this Agreement shall not constitute an agreement to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until the earlier of July 31, 2017 and the date on which all such Rights are transferred to the Purchaser, the Vendor shall respectively:

In order that the full value of the Rights may be realized for the benefit of the Purchaser, the Vendor shall, at the request and at the Purchaser’s expense and under the direction of the Purchaser, in the name of the Vendor or otherwise as the Purchaser may specify, take all such action and do or cause to be done all such things as are, in the opinion of the Purchaser acting reasonably, necessary or proper in order that the obligations of the Vendor, under such Rights may be performed in such manner that the value of such Rights is preserved and enures to the benefit of the Purchaser, and that any moneys due and payable and to become due and payable to the Purchaser in and under the Rights are received by the Purchaser. The Vendor shall promptly pay to the Purchaser all moneys collected by or paid to it in respect of every such Right.

Each Party shall comply with Privacy Laws in the course of collecting, using and disclosing Personal Information. The Purchaser shall collect Personal Information prior to Closing only for purposes related to the transactions contemplated by this Agreement and as is necessary to determine whether to proceed with such transactions and, if the Purchaser does not elect to terminate this Agreement as provided herein, for the completion of such transactions. During the Interim Period, the Purchaser shall not disclose Personal Information to any Person other than to its Representatives who are evaluating and advising on the transactions contemplated by this Agreement and shall protect and safeguard (and cause its Representatives to protect and safeguard) the Personal Information against unauthorized collection, use or disclosure. If the Purchaser proceeds with the transactions contemplated by this Agreement, the Purchaser shall not, following the Closing, without the consent of the individuals to whom such Personal Information relates or as permitted or required by Applicable Law, use or disclose Personal Information:

If the Purchaser proceeds with the transactions contemplated by this Agreement, the Purchaser shall, within a reasonable period of time after Closing, notify affected individuals of the transactions and that their Personal Information has been transferred to Purchaser. If the Vendor or the Purchaser terminates this Agreement as provided herein, the Purchaser shall promptly deliver to the Vendor all Personal Information in its possession or in the possession of any of its Representatives, including all copies, reproductions, summaries or extracts thereof.

The Vendor covenants and agrees not to utilize the “Deeley” name for a period of ten (10) years following the Closing Date in association with power sport industry vehicles, with the exception of the use of the “Trev Deeley Motorcycles”, “Trev Deeley Foundation” and the “Deeley Exhibition” business names (and combinations or variations thereof), which names the Vendor is expressly permitted to use in connection with the Dealership Business and charitable and not-for-profit activities following the Closing Date. The Vendor further covenants and agrees to grant an exclusive, royalty-free license to the Purchaser to use the “Deeley” name for a period of ten (10) years following the Closing Date in association with power sport industry vehicles with the exception of the use of the “Trev Deeley Motorcycles”, “Trev Deeley Foundation” and the “Deeley Exhibition” business names (and combinations or variations thereof) pursuant to a license agreement between the Vendor and the Purchaser to be entered into at the Time of Closing, in the form attached hereto as Exhibit D (the “License Agreement”).

The Vendor covenants and agrees that any data relating to the Vendor’s customers or prospective customers that is provided to the Purchaser on Closing will indicate whether that customer or prospective customer has provided express consent to receive CEMs from the Vendor for the purposes of CASL. An indication of express consent to receive CEMs from the Vendor shall mean, for consents obtained on or after July 1, 2014, that the express consent was obtained in the manner prescribed by CASL, and for consents obtained before July 1, 2014, that the express consent either: (i) was obtained in the manner prescribed by CASL; or (ii) constituted a valid express consent under Privacy Laws, and therefore is recognized as a consent compliant with CASL in accordance with a Regulatory Impact Analysis Statement available online (at http://fightspam.gc.ca/eic/site/030.nsf/eng/00271.html). The Vendor shall provide the Purchaser on Closing with all documentation and records it has retained evidencing such express consents and the Vendor’s CASL policy. The Vendor hereby confirms that it does not rely upon implied consent to send CEMs, and that the Vendor’s CASL policy that addresses reliance upon implied consent to send CEMs has not been utilized or applied by the Vendor as the Vendor has relied solely upon express consent to send CEMs. The Purchaser shall comply with CASL in respect of any CEMs sent based on the information provided by the Vendor.

The Vendor covenants and agrees to administer any and all outstanding gift cards under the Gift Card Program in the same manner as currently administered until such time as all obligations to the retail customers who have purchased gift cards under the Gift Card Program have been extinguished.

On or before Closing with respect to the Infusion statement of work between the Vendor and Infusion Development Corp. (“Infusion”) whereby Infusion provides managed cloud hosting services for the Vendor’s UltraComm application (the “SOW”), the Vendor covenants and agrees to obtain and deliver to the Purchaser an acknowledgement and consent of Infusion consenting to

the assignment to the Purchaser of the SOW and agreeing to a one (1) year extension of the term thereof commencing on the Closing Date on substantially the same terms and conditions, including, for greater certainty, pricing, as currently provided in the SOW.

(viii)Workplace Safety and Insurance. The Vendor shall provide a clearance certificate or other similar documentary evidence from the Workplace Safety and Insurance Board or similar authority in each jurisdiction where the Vendor carries on the Business certifying that there are no outstanding assessments, penalties, fines, levies, charges, surcharges or other amounts due or owing to those authorities;

of non-performance of any other condition, obligation or covenant in whole or in part. In case any condition, obligation or covenant of the Vendor to be performed prior to the Time of Closing shall not have been performed prior to such time, and if the non-performed condition, obligation or covenant of the Vendor were reasonably capable of being performed or caused to be performed by the Vendor, then:

($3,000) multiplied by the number of units by which the Non-Current Model Target is not achieved to a maximum amount of Five Hundred Thousand Dollars ($500,000); and

the parties acknowledging the Abatement to be a genuine pre-estimate of the damages that would be suffered by the Purchaser arising out of the unperformed or unfulfilled condition, obligation or covenant specified in the Vendor’s notice in writing

(including the rights of the Purchaser pursuant to Article 11 and any other indemnification provisions of this Agreement) and the Purchaser shall have no right to pursue further legal remedies against the Vendor for any loss arising out of the unperformed or unfulfilled condition, obligation or covenant specified in the Purchaser’s notice in writing.

reasonably capable of being performed or caused to be performed by the Purchaser, then the Purchaser shall also be released from all obligations hereunder relating to this Agreement, subject to Section 9.2(c); provided, however, that the Vendor shall be entitled to waive compliance with any of such conditions, obligations or covenants in whole or in part if it sees fit to do so without prejudice to any of its rights of termination in the event of non-performance of any other condition, obligation or covenant in whole or in part.

Notwithstanding any other provision of this Agreement, the obligations contained in Sections 12.2 and 12.3 and any confidentiality agreement entered into by the parties shall survive the early termination of this Agreement.

The closing of the purchase and sale of the Purchased Assets (the “Closing”) shall take place at the Time of Closing at the offices of Miller Thomson LLP, 58^th Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario M5H 3S1.

From time to time subsequent to the Closing Date, each party to this Agreement covenants and agrees that it will at all times after such date, at the expense of the requesting party, promptly execute and deliver all such documents, including all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as the other party, acting

reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby.

Subject to the terms set forth in this Article 11, the Vendor agrees to indemnify and save harmless the Purchaser, its Affiliates, and their respective directors, officers, agents, employees and shareholders (collectively referred to as the “Purchaser Indemnified Parties”) from and against any or all Losses suffered or incurred by the Purchaser Indemnified Parties as a result of:

Notwithstanding the foregoing, the Vendor shall not be required to indemnify or save harmless the Purchaser Indemnified Parties in respect of any Loss referred to in Section 11.1(a) or Section 11.1(b) unless a Purchaser Indemnified Party shall have provided notice to the Vendor in accordance with Section 11.3 on or prior to the expiration of the applicable time period related to such representation or warranty set out in Section 6.1 or such covenant set out in Section 6.3.

Subject to the terms set forth in this Article 11, the Purchaser agrees to indemnify and save harmless the Vendor, its Affiliates, and their respective directors, officers, agents, employees and shareholders (collectively referred to as the “Vendor Indemnified Parties”) from and against any or all Losses suffered or incurred by the Vendor Indemnified Parties as a result of:

Notwithstanding the foregoing, the Purchaser shall not be required to indemnify or save harmless the Vendor Indemnified Parties in respect of any Loss referred to in Section 11.2(a) or Section 11.2(b), unless a Vendor Indemnified Party shall have provided notice to the Purchaser in accordance with Section 11.3 on or prior to the expiration of the applicable time period related to such representation or warranty set out in Section 6.2 or such covenant set out in Section 6.3.

In the event that a person entitled to indemnification hereunder (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which a party (the “Indemnifying Party”) has agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available), the factual basis for the Claim and the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time effectively to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis. Notwithstanding the foregoing, an Indemnified party shall provide notice of any Claim relating to Taxes no later than 30 days after the assessment or reassessment of such Taxes.

With respect to any Third Party Claim, the Indemnifying Party shall have the right, at its expense, to participate in or assume control of the negotiation, settlement or defence of the Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party’s reasonable and substantiated out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and the representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.

If the Indemnifying Party fails to assume control of the defence of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason.

The Indemnified Party and the Indemnifying Party shall co-operate fully with each other with respect to Third Party Claims, and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).

The Vendor acknowledges that the Purchaser is acting as trustee and agent for the remaining Purchaser Indemnified Parties, on whose behalf and for whose benefit the indemnity in Section 11.1 is provided and that such remaining Purchaser Indemnified Parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. The Vendor agrees that the Purchaser may enforce the indemnity for and on behalf of such remaining Purchaser Indemnified Parties and, in such event, the Vendor will not in any proceeding to enforce the indemnity by or on behalf of such remaining Purchaser Indemnified Parties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

The Purchaser acknowledges that the Vendor is acting as trustee and agent for the remaining Vendor Indemnified Parties, on whose behalf and for whose benefit the indemnity in Section 11.2 is provided and that such remaining Vendor Indemnified Parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. The Purchaser agrees that the Vendor may enforce the indemnity for and on behalf of such remaining Vendor Indemnified Parties and, in such event, the Purchaser will not in any proceeding to enforce the indemnity by or on behalf of such remaining Vendor Indemnified Parties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

Except for the rights of the Purchaser pursuant to Sections 9.1(b) and the rights of the Vendor pursuant to Sections 9.2(b) and 9.2(c), the provisions of this Article 11 and any other indemnification provisions of this Agreement shall be the sole and exclusive remedies for any Claim for breach of any covenant, representation, warranty, indemnity or other provision of this Agreement or any certificate delivered pursuant to this Agreement (other than a claim for specific performance or injunctive relief or a claim based upon fraud or wilful misconduct) with the intent that all such Claims shall be subject to the limitations and other provisions contained in this Article 11.

The amount of the Indemnifying Party’s liability under this Agreement shall be determined taking into account any applicable insurance proceeds and other savings, including tax savings, that reduce the overall impact of the Losses upon the Indemnified Party. Any payment under this Article 11, other than a payment pursuant to Section 8.13(g), shall be treated for tax purposes as an adjustment to the Purchase Price to the extent such characterization is proper and permissible under Applicable Law.

The Purchaser may give notice of a claim in any amount to which it may be entitled under this Article 11 under the Escrow Agreement. Neither the giving of notice of a claim under the Escrow Agreement nor the failure to do so will constitute an election of remedies or limit the Purchaser in any manner in the enforcement of any other remedies that may be available to it.

Notwithstanding any other provision of this Agreement, the Purchaser shall, before demanding any payment by the Vendor pursuant to the indemnification obligations of the Vendor pursuant to this Article 11 or the amount (if any) payable by the Vendor pursuant to Section 3.6(e), set off such amount against (i) the Escrow Amount; or (ii) any other amounts payable by the Purchaser to the Vendor whether under this Agreement or otherwise.

With respect to those matters set out in Sections 11.1(a), in no event will the aggregate liability of the Vendor for indemnification hereunder exceed $2,500,000.

No Losses may be recovered from the Vendor under this Article 11 with respect to those matters set out in Sections 4.17 and 4.21 unless and until the accumulated aggregate amount of such Losses of the Purchaser Indemnified Parties exceeds $25,000, in which event the aggregate amount of all such Losses may be recovered (up to the monetary limit described in Section 11.13(a) above). With respect to all other Losses, no Losses may be recovered from the Vendor under this Article 11 unless and until the accumulated aggregate amount of Losses of the Purchaser Indemnified Parties exceeds $100,000, in which event the aggregate amount of all such Losses may be recovered (up to the monetary limit described in Section 11.13(a) above). Such limitation shall have no application to any claim to recover Losses based on any incorrectness in or breach of the Fundamental Representations, or (ii) any other representation or warranty of the Vendor in this Agreement resulting from fraud or intentional misrepresentation.

No amounts shall be payable under this Article 11 for Losses to the extent such Losses were accounted for in favour of the Indemnified Party in the calculation of any adjustment to the Purchase Price pursuant to Sections 3.6 or 3.7.

If any payment made by the Vendor or the Purchaser pursuant to Section 9.2(c) or this Article 11 is deemed by the ETA to include GST/HST, or is deemed by any applicable provincial or territorial legislation to include a similar value added or multi-staged tax, the amount of such payment shall be increased accordingly.

The parties shall consult with each other before issuing any press release or making any other public announcement with respect to this Agreement or the transactions contemplated hereby and, except as required by any applicable law or regulatory requirement, neither of them shall issue any such press release or make any such public announcement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

Prior to any public announcement of the transaction contemplated hereby pursuant to Section 12.2, none of the parties shall disclose this Agreement or any aspects of such transaction except to its board of directors, its senior management, its legal, accounting, financial or other professional advisors, any financial institution contacted by it with respect to any financing required in connection with such transaction and counsel to such institution, or as may be required by any applicable law or any regulatory authority or stock exchange having jurisdiction.

The parties acknowledge and agree that, for all purposes of this Agreement, an obligation on the part of any party to use reasonable commercial efforts to obtain any waiver, consent, approval, permit, licence or other document shall not require such party to make any payment to any person for the purpose of procuring the same, other than payments for amounts due and payable to such person, payments for incidental expenses incurred by such person and payments required by any applicable law or regulation.

Except as otherwise provided in this Agreement, each party shall bear all expenses incurred by it in connection with the negotiation and entering into of the Agreement and the transactions contemplated therein including the fees and expenses of their respective counsel, accountants and financial advisors.

This Agreement may be executed in counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument. Execution may be made by facsimile signature which, for all purposes, shall be deemed to be an original.

IN WITNESS WHEREOF this Agreement has been executed by the parties.

Fred Deeley Imports Ltd.

13500 Verdun Place

Richmond, British Columbia

V6V 1V2

Attention: President

Dear Sirs:

In anticipation of the closing of the transactions contemplated by or in connection with the Asset Purchase Agreement, the parties have agreed to enter into this Side Letter to document their agreement on certain matters. The parties agree as follows:

If the terms of this Letter Agreement are acceptable to you, please confirm by executing a copy hereof.