Share and Unit Purchase Agreement, dated May 27, 2019, by and among Brewster Travel Canada Inc., Jas-Day Investments Ltd., 2187582 Alberta Ltd., and The Sawridge Hotels Limited Partnership

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SHARE AND UNIT PURCHASE AGREEMENT

This Share and Unit Purchase Agreement is executed as of the 27^th day of May, 2019 (“Execution Date”)

B E T W E E N

JAS-DAY INVESTMENTS LTD.

(“Jas-Day”)

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2187582 ALBERTA LTD.

(“JV Co”)

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THE SAWRIDGE HOTELS LIMITED PARTNERSHIP,

by its general partner, SAWRIDGE MANAGEMENT CORPORATION,

(“Sawridge” and together with Jas-Day and JV Co, the “Vendors” and each a “Vendor”)

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BREWSTER TRAVEL CANADA INC.

(the “Purchaser”)

RECITALS

A. The Vendors are the registered and beneficial owners of the Interests.

B. The Purchaser is willing to purchase and the Vendors are willing to sell the Interests on and subject to the terms and conditions contained in this Agreement.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each Party, the Parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions. In this Agreement (including the recitals hereto), unless the context requires otherwise, the following terms have the meanings ascribed to them below and the grammatical variations of such terms shall have corresponding meanings:

“Adjustment Date” means the third Business Day after the Closing Date Working Capital is finally determined in accordance with Section 2.4 or 2.5, as the case may be.

“Affiliate” means, with respect to any Person, any other Person who 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 Purchase Agreement and all the Exhibits and the Schedules attached hereto.

“Alternative Transaction” has the meaning set out in Section 7.7.

“Amended Limited Partnership Agreement” means the Amended Limited Partnership Agreement of the Partnership, substantially in the form of Exhibit A, entered into by the Vendors and the General Partner, and amended to include the Purchaser in connection with Closing.

“Annual Financial Statements” means the annual audited financial statements of the Partnership for the partial fiscal year ending on October 31 immediately preceding the date of this Agreement, true and complete copies of which are attached as Schedule 3.3(8).

“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 on a reasonable basis by such Governmental Authority as requiring compliance as if it had the force of law (collectively in the foregoing clauses (a) and (b), “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.

“Books and Records” means the Financial Records and all other books, records, files and papers of the Business including drawings, engineering information, manuals and Data, sales and advertising materials, sales and purchase correspondence, trade association files, lists of present and former customers and suppliers, marketing lists and marketing consent records, personnel, employment and other records, and the minute and share certificate books of the General Partner and all records, Data and information stored electronically, digitally or on computer-related media.

“Business” means the business carried on by the Partnership and its subsidiaries which involves owning and operating the Sawridge Inn and Conference Center Jasper.

“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Edmonton, Alberta or in the City of Phoenix, Arizona.

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“Canadian Dollars” means the lawful currency of Canada.

“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, S.C. 2010, c. 23.

“CEM” means a commercial electronic message, as such term is defined by CASL.

“Claim Notice” has the meaning set out in Section 6.7.

“Closing” means the completion of the purchase and sale of the Interests in accordance with the provisions of this Agreement.

“Closing Date” means the date on which the Closing will occur, provided that all Regulatory Approvals and Consents have been obtained (or waived by the Purchaser in its sole discretion), or such earlier or later date as may be agreed to in writing by the Parties.

“Closing Date Balance Sheet” means the balance sheet of the Partnership as at 12:01 a.m. on the Closing Date, prepared in accordance with generally accepted accounting principles, consistently applied with those principles used in the preparation of the Financial Statements, as finally determined in accordance with the provisions of Section 2.4 or 2.5, as the case may be.

“Closing Date Working Capital” means the amount, whether positive or negative, equal to the total of the Partnership’s current assets less the total of its current liabilities as shown on the Closing Date Balance Sheet and, for these purposes, (i) “current assets” shall include accounts receivable, Inventories, prepaid insurance premiums and costs, and other prepaid expenses; and (ii) “current liabilities” shall include accounts payable, advance deposits and gift cards, and accrued Taxes so classified on the Closing Date Balance Sheet.

“Closing Time” means the time of Closing on the Closing Date provided for in Section 4.1.

“Confidential Information” means, in relation to the Partnership, or a Party (the “Discloser”):

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but does not include any information that:

“Consent” means any consent, approval, permit, waiver, ruling, exemption or acknowledgement from any Person (other than the General Partner) which is provided for or required: (a) in respect of or pursuant to the terms of any Contract; or (b) under any Applicable Law, in either case in connection with the sale of the Interests to the Purchaser on the terms contemplated in this Agreement, to permit the Partnership to carry on the Business after Closing or which is otherwise necessary to permit the Parties to perform their obligations under this Agreement, but does not include a Regulatory Approval.

“Contracts” means all pending and executory contracts, agreements, leases, understandings and arrangements (whether oral or written) to which the Partnership is a party, or by which the Partnership or any of its properties or assets or the Business is bound, or under which the Partnership has rights or obligations, including Premises Leases, Personal Property Leases and Permitted Liens.

“Control” has the meaning set out in the definition of “Affiliate”.

“Copyright” means all rights, titles, interests and benefits in and to (a) all copyright and neighbouring rights in the Works, (b) all registrations for copyright and neighbouring rights, pending applications for registrations of copyright and neighbouring rights, and rights to file applications for registrations of copyright and neighbouring rights for the Works, and (c) all sui generis rights in the Databases.

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“Damages” means, whether or not involving a Third Party Claim, any loss, cost, liability, claim, interest, fine, penalty, assessment, Taxes, damages available at law or in equity, expense (including consultant’s and expert’s fees and expenses and reasonable costs, fees and expenses of legal counsel on a full indemnity basis, without reduction for tariff rates or similar reductions and reasonable costs, fees and expenses of investigation, defence or settlement) or diminution in value; provided that for the purposes this Agreement “Damages” includes incidental, consequential, special, aggravated, exemplary or punitive damages arising from a Third Party Claim, but excludes incidental, consequential, special, aggravated, exemplary or punitive damages arising from a Direct Claim.

“Data” means any information or data collected or received by, processed by, or output from the Software (including reports, analytics, and alerts), and any other information or data related to the Business, including information and data contained in any Databases.

“Databases” has the meaning set out in the definition of “Works”.

“Designs” means all industrial designs, used by the Partnership in the Business, including (a) all features of shape, configuration, pattern or ornament and combinations thereof in articles, and (b) all derivatives, modifications and improvements of the foregoing.

“Direct Claim” has the meaning set out in Section 6.7.

“Discloser” has the meaning set out in the definition of “Confidential Information”.

“Domain Names” means all registered domain names used by the Partnership in the Business, including those registered on behalf of the Partnership in the name of an agent or proxy.

“Effective Date” for the purposes of the representations and warranties made by JV Co in Section 3.1 means the day immediately preceding the Closing Date at 10:00 a.m. (Mountain Time).

“Employee” means an individual who is employed by the Partnership, whether on a full-time or part-time basis.

“Employee Plans” has the meaning set out in Section 3.3(27)(a).

“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, handling, transportation, storage, disposal and treatment of Hazardous Substances.

“Environmental Permit” means any Licence issued or required pursuant to any Environmental Law.

“Estimated Closing Date Working Capital” has the meaning set out in Section 2.3.

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“Estimated Purchase Price” means (a) $27,000,060 (b) minus the amount, if any, by which the Estimated Closing Date Working Capital is less than the Target Working Capital, or (c) plus the amount, if any, by which the Estimated Closing Date Working Capital is greater than the Target Working Capital.

“Execution Date” has the meaning set forth on the first page of this Agreement.

“Final Compulsory Payment Amount” has the meaning set out in Section 6.15(6)(b).

“Final Compulsory Payment Indemnification Event” means a Final Determination having been made regarding a liability requiring payment under Applicable Law or any Order.

“Final Determination” means a determination made by a Governmental Authority (including pursuant to a settlement) where all rights to object to or appeal from the determination (including any right to obtain relief under a competent authority or similar process) have been exhausted or have expired.

“Financial Records” means all books of account and other financial Data and information of the Partnership, and includes all such records, Data and information stored electronically, digitally or on computer-related media.

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

“General Partner” means ###-###-#### Alberta Ltd.

“Governmental Authority” means:

“GST/HST” means all goods and services tax and harmonized sales tax imposed under Part IX of the Excise Tax Act (Canada).

“Hazardous Substance” means any solid, liquid, gas, odour, heat, sound, vibration, radiation or combination of them that may impair the natural environment, injure or damage property or plant or animal life or harm or impair the health of any individual and includes any contaminant, waste, or substance or material defined, prohibited, regulated or reportable pursuant to any Environmental Law.

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“ICA” means the Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.).

“Improvements” means all buildings, fixtures, sidings, parking lots, roadways, structures, erections, fixed machinery, fixed equipment and appurtenances situate on, in, under, over or forming part of, any real property.

“Indebtedness” of any Person means, without duplication:

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“Indemnified Party” means a Person whom any one of the Vendors or the Purchaser, as the case may be, is required to indemnify under Article 6.

“Indemnified Taxes” has the meaning set out in Section 6.5.

“Indemnifying Party” means, in relation to an Indemnified Party, the Party that is required to indemnify such Indemnified Party under Article 6.

“Independent Accountant” has the meaning set out in Section 2.5.

“Insurance Policies” has the meaning set out in Section 3.3(31)(a).

“Intellectual Property” means all intellectual property and industrial property used by the Partnership in the Business, throughout the world, whether or not registrable, patentable or otherwise formally protectable, and whether or not registered, patented, otherwise formally protected or the subject of a pending application for registration, patent or any other formal protection, including all rights, titles, interests, and benefits in and to (a) trade-marks, service marks, trade dress, corporate, partnership and business names, fictitious names and other trade names, (b) inventions, patent rights, arts, and processes, (c) Works, Copyrights, neighbouring rights, moral rights, Software and Databases, (d) Designs and industrial Designs, (e) Know-How, trade secrets, proprietary information, formulae, recipes, systems, methods and techniques and related documentation, customer and supplier information, and market and survey information, (f) telephone numbers, Domain Names and social media identities, and all derivatives, modifications and improvements of the foregoing.

“Interests” means, collectively, the Jas-Day Interests and the Sawridge Interests.

“Interim Financial Statements” means the unaudited financial statements of the Partnership for the five (5) month period ended March 31, 2019, true and complete copies of which are attached as Schedule 3.3(8).

“Interim Period” means the period from the date of this Agreement to the Closing Time.

“Inventories” means all inventories of stock-in-trade and merchandise including materials, supplies, work-in-progress, finished goods, tooling, service parts and purchased finished goods owned by the Partnership (including those in possession of suppliers, customers and other third parties).

“IT Systems” means all computer hardware, devices, peripheral equipment, Software and firmware, Data and Databases, technology infrastructure and other information technology systems and services that are used by or accessible to the Partnership to operate the Business and to receive, store, process or transmit Data.

“ITA” means the Income Tax Act, R.S.C. 1985, c. 1 (5^th Supplement).

“Jas-Day” has the meaning set out in the preamble hereto.

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“Jas-Day Entities” means collectively, Jas-Day, JV Co, and any of their respective Affiliates, and “Jas-Day Entity” means any one of them.

“Jas-Day Interests” means (i) 30 Class “A” Shares in the capital of the General Partner (the “Jas-Day Shares”), which represent 30% of the equity in the capital of the General Partner, held by Jas-Day; and (ii) 12,600,030 Class “B” Units in the capital of the Partnership (the “Jas-Day Units”), which represent 30% of the equity in the capital of the Partnership, held by JV Co.

“Jas-Day Shares” has the meaning set out in the definition of Jas-Day Interests.

“Jas-Day Units” has the meaning set out in the definition of Jas-Day Interests.

“JV Co” has the meaning set out on the first page of this Agreement.

“Know-How” means all know-how, trade secrets, proprietary information, confidential information and information of a sensitive nature used by the Partnership in the Business that have value to the Business or relate to business opportunities for the Business, in whatever form communicated, maintained or stored, including (a) all formulae, recipes, algorithms, business methods, technical processes, specifications, manuals, drawings, prototypes, models, corporate plans, management systems and techniques, (b) all information relating to the research, development, marketing, sales or post-sales activities of any past, present or future goods or services, including journals, notebooks, design documentation, engineering documentation, costing information, advertising plans, pricing information, customer names, customer lists and other details of customers, supplier names, supplier lists and other details of suppliers, sales targets, sales statistics, market share information, market research and survey information.

“Lands” means all real property that the Partnership owns, leases or in which it otherwise has an interest, including the Owned Lands and the Leased Premises, together with all easements, rights-of-way and interests appurtenant to them.

“Law” has the meaning set out in the definition of “Applicable Law”.

“Leased Premises” means all real property that is leased, subleased, licensed or otherwise occupied or used by the Partnership, including all Improvements thereon, therein or thereunder.

“Leases” means Personal Property Leases and Premises Leases.

“Legal Proceeding” means any litigation, action, application, suit, investigation, hearing, claim, complaint, deemed complaint, grievance, civil, administrative, regulatory or criminal, arbitration proceeding or other similar proceeding, before or by any Governmental Authority, and includes any appeal or review thereof and any application for leave for appeal or review.

“Licence” means any licence, permit, authorization, approval or other evidence of authority issued or granted to, conferred upon, or otherwise created for, the Partnership by any Governmental Authority.

“Licensed-In Intellectual Property” means all Intellectual Property (a) which is not Owned Intellectual Property, and (b) in which the Partnership has a right, interest, benefit, licence or permission to access, use, practice or otherwise enjoy or exploit, including pursuant to a Contract, covenant not to sue, custom or practice, Order or Applicable Law.

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“Licensed-Out Intellectual Property” means all Owned Intellectual Property which the Partnership permits or licences another Person, other than the Partnership, to access, use, practice or otherwise enjoy or exploit, including pursuant to a Contract, covenant not to sue, custom or practice, Order or Applicable Law.

“Lien” means any lien, mortgage, charge, hypothec, pledge, security interest, prior assignment, option, warrant, lease, sublease, right to possession, encumbrance, claim, right or restriction which affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property.

“Limitations Act” has the meaning set out in Section 6.11(1).

“Limited Partnership Agreement” means the limited partnership agreement dated June 20, 2018 between the General Partner, Jas-Day Jasper LP Holding Corp. and Sawridge.

“Management Services Agreement” has the meaning set out in Section 4.2(e).

“Material Adverse Change” means a change in the Business or in the operations, affairs, prospects or condition (financial or otherwise) of the Partnership including any such change arising as a result of any change in Applicable Law, the amendment or revocation of any Licence or as a result of fire, explosion, accident, casualty, labour problem, flood, drought, riot, storm, terrorist act, pandemic, disease, influenza, virus, act of God or otherwise, except for changes occurring in the Ordinary Course of Business which, either individually or in the aggregate, have not materially adversely affected and will not materially adversely affect the Business or the operations, affairs, prospects or condition (financial or otherwise) of the Partnership.

“Material Contract” means a Contract which involves or may reasonably be expected to involve the payment to or by the Partnership of more than $20,000 over the term of that Contract, a Contract or commitment relating to borrowed money, a Contract with an unexpired term of more than one year, a Contract containing a non-competition or non-solicitation covenant or other provision that restricts the freedom of the Partnership to carry on the Business in any way or is otherwise material to the operation of the Business.

“MPL Closing” means the closing of the transactions contemplated in the Share Purchase Agreement.

“Multi-Employer Plan” means an Employee Plan that applies to or permits participation by employers that are not Affiliates of the Partnership, including any “multi-employer plan” as that term is defined in the Employment Pension Plans Act (Alberta) or an equivalent plan under pension standards legislation of another applicable Canadian jurisdiction and any “multi-employer plan” as that term is defined in subsection 8500(1) of the Income Tax Regulations (Canada).

“Non-Competition Agreement” means the non-competition agreements to be delivered by certain of the Vendors under Section 4.2(g).

“Non-Competition Covenant” has the meaning set out in Section 7.12.

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“Notes” has the meaning set out in paragraph (b) of the definition of “Confidential Information”.

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

“Ordinary Course of Business” when used in relation to the taking of any action by the Partnership means that the action:

“Owned Intellectual Property” means all Intellectual Property in which the Partnership owns title.

“Owned Lands” means the Lands owned by the Partnership.

“Owned Real Property” means the Owned Lands and the Improvements thereon.

“Partnership” means The Sawridge MPL Jasper Limited Partnership, acting through the General Partner.

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

“Pension Plans” has the meaning set out in Section 3.3(27)(d).

“Permitted Liens” means:

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“Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, a Governmental Authority, and the executors, administrators or other legal representatives of an individual in such capacity.

“Personal Information” means information about an identifiable individual and includes any information that constitutes personal information within the meaning of one or more Privacy Laws.

“Personal Property” means all machinery, equipment, furniture, motor vehicles and other chattels owned or leased by the Partnership (including those in possession of suppliers, customers and other third parties).

“Personal Property Lease” means a chattel lease, equipment lease, conditional sales contract and other similar agreement to which the Partnership is a party or under which it has rights to use Personal Property.

“Post-Closing Tax Period” means a taxation year or other fiscal period that begins on or after the Closing Time.

“Pre-Closing Tax Period” means a taxation year or other fiscal period that ends on or before the Closing Time.

“Preliminary Compulsory Payment Amount” has the meaning set out in Section 6.15(6)(a).

“Premises Lease” means a lease, an agreement to lease, a sublease, a licence agreement and an occupancy or other agreement under which the Partnership has the right, or has granted another Person the right, to use or occupy any Leased Premises, other than hotel room rentals to customers of the Business in the Ordinary Course of Business.

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“Prime Rate” means the prime rate of interest per annum quoted by BMO Harris Bank from time to time as its reference rate of interest for Canadian Dollar demand loans made to its commercial customers in Canada and which BMO Harris Bank refers to as its “prime rate”, as such rate may be changed from time to time.

“Privacy Law” means the Personal Information Protection and Electronic Documents Act (Canada) and the Personal Information Protection Act (Alberta).

“Private Issuer” means a Person: (a) that is not a “reporting issuer” within the meaning of the Securities Act (Alberta) as of the date of this Agreement or an “investment fund” within the meaning of National Instrument 45-106 as of the date of this Agreement; (b) the securities (other than non-convertible debt securities) of which: (i) are subject to restrictions on transfer contained in that Person’s constating documents or security holders’ agreements; and (ii) are beneficially owned by not more than 50 holders (not including Employees and former Employees of the Partnership or any Affiliate of the Partnership), provided that each holder is counted as one beneficial owner unless the holder is created or used solely to purchase or hold securities of that Person in which case each beneficial owner or each beneficiary of the holder, as the case may be, must be counted as a separate beneficial owner; and (c) that (i) has distributed, within the meaning of Applicable Law, securities only to Persons described in section 2.4(2) of National Instrument 45-106, or (ii) has completed a transaction and immediately following the completion of the transaction, its securities were beneficially owned by Persons described in section 2.4(2) of National Instrument 45-106 and since the completion of the transaction has distributed its securities only to Persons described in section 2.4(2) of National Instrument 45-106.

“Property Documents” means all documents in the possession or control of the Partnership or the Vendors relating to the Real Property, or any part thereof, including, the following:

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

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

“Purchaser’s Counsel” means Blake, Cassels & Graydon LLP.

“Purchaser’s Indemnified Parties” means the Purchaser, the Purchaser’s Affiliates, the Partnership and their respective Representatives.

“Purchaser Sawridge Note” has the meaning set out in Section 2.6(a).

“Real Property” means the Owned Real Property and the Leased Premises.

“Receivables” means all accounts receivable, bills receivable, trade accounts, book debts and insurance claims of the Partnership together with any unpaid interest accrued on such items and any security or collateral for such items, including recoverable deposits.

“Recipient” has the meaning set out in paragraph (a) of the definition of “Confidential Information”.

“Regulatory Approval” means any approval, consent, ruling, authorization, notice, permit, waiver or acknowledgement that may be required from any Person pursuant to Applicable Law or under the terms of any Licence or the conditions of any Order (a) in connection with the transactions contemplated by this Agreement, (b) to permit the Partnership to carry on the Business after Closing, or (c) which is otherwise necessary to permit the Parties to perform their obligations under this Agreement.

“Release” includes an actual discharge, deposit, spill, leak, pumping, pouring, emission, emptying, injection, escape, leaching, seepage, migration or disposal of a Hazardous Substance, including without limitation the movement of Hazardous Substances through air, soil, subsoil, ground or surface water.

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“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.

“Sawridge” has the meaning set out in the preamble hereto.

“Sawridge GP” has the meaning set out in Section 3.2(1).

“Sawridge Interests” means (i) 30 Class “A” Shares in the capital of the General Partner, which represent 30% of the equity in the capital of the General Partner, held by Sawridge and (ii) 12,600,030 Class “B” Units in the capital of the Partnership, which represent 30% of the equity in the capital of the Partnership, held by Sawridge.

“Share Purchase Agreement” means that share purchase agreement made as of 8:00 a.m. (Mountain time) on May 27, 2019 Jas-Day, the Purchaser, and Purchaser Subco.

“Software” means any software, computer programs and applications (including mobile apps), whether in source code, executable (object) code, script, or otherwise, in each case as used in the Business.

“Staff House” means that certain Assignment of Lease made the 25^th of June, 2018 between Jas-Day and Sawridge GP, as assignor and the General Partner, as assignee for lands described as: PLAN 4061EO, BLOCK 14, LOT 4, EXCEPTING THEREOUT ALL MINES AND MINERALS, ESTATE: LEASEHOLD, FOR A TERM OF 042 YEARS, COMMENCING ON THE 01 DAY OF JULY, 2017 ATS REFERENCE: 6;1;45;16, MUNICIPALITY: MUNICIPALITY OF JASPER, REFERENCE NUMBER: 182 181 452 and all improvements thereon including the staff accommodation house with municipal address at 107 Geikie Street, Jasper, Alberta owned by the Partnership.

“Standard Amenities” has the meaning set out in Section 3.3(10).

“Statutory Plans” means statutory benefit plans which the Partnership is required to participate in or comply with, including the Canada Pension Plans and plans administered pursuant to applicable health tax, workplace safety insurance and employment insurance legislation.

“Straddle Period” means a taxation year or fiscal period that includes, but does not begin or end on, the Closing Date.

“Stub Period Returns” has the meaning set out in Section 7.10(a).

“Target Working Capital” means $(114,000), a negative number.

“Tax Matters” has the meaning set out in Section 7.10.

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

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“Taxes” means, with respect to any Person, all supranational, national, federal, provincial, state, local or other taxes, including income taxes, branch taxes, profits taxes, capital gains taxes, gross receipts taxes, windfall profits taxes, value added taxes, severance taxes, ad valorem taxes, property taxes, capital taxes, net worth taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, employer health taxes, government pension plan premiums and contributions, social security premiums, workers’ compensation premiums, employment/unemployment insurance or compensation premiums and contributions, stamp taxes, occupation taxes, premium taxes, alternative or add-on minimum taxes, GST/HST, customs duties or other taxes of any kind whatsoever imposed or charged by any Governmental Authority and any instalments in respect thereof, together with any tax indemnity obligation, interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties, and whether disputed or not, and “Tax” means any one of such Taxes.

“Third Party” has the meaning set out in Section 6.15(5).

“Third Party Claim” has the meaning set out in Section 6.7.

“Threatened”, when used in relation to a Legal Proceeding or other matter, means that a written demand or statement has been made or a written notice has been given that a Legal Proceeding or other matter is to be asserted, commenced, taken or otherwise pursued in the future or that an event has occurred or circumstances exist that would lead a reasonable Person to conclude that a Legal Proceeding or other matter is likely to be asserted, commenced, taken or otherwise pursued in the future.

“Trade-Marks” means all trade-marks used by the Partnership in the Business, including (a) all service marks, official marks, certification marks and collective marks, (b) all trade dress, and (c) all corporate names, partnership names, business names, fictitious names and other trade names.

“Transaction Personal Information” means any Personal Information in the possession, custody or control of the Partnership or the Vendors at or before the Closing Time, including Personal Information about Employees, suppliers, customers, directors, officers, shareholders or partners of the General Partner or the Partnership that is disclosed to the Purchaser or any Representative of the Purchaser.

“Unanimous Shareholder Agreement” means the Unanimous Shareholder Agreement, substantially in the form of Exhibit B, to be entered into by the Vendors, the Purchaser and the General Partner in connection with Closing.

“Vendors” has the meaning set out in the preamble hereto.

“Vendors’ Counsel” means, in respect of the Jas-Day Entities, Bennett Jones LLP, and in respect of Sawridge, Michael R. McKinney, Q.C., General Counsel.

“Vendors’ Fundamental Representations” has the meaning set out in Section 6.9(1)(a).

“Vendors’ Indemnified Parties” means the Vendors, the Vendors’ Affiliates and their respective Representatives.

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“Works” means all works and subject matter used by the Partnership in the Business in which Copyright, neighbouring rights or moral rights subsist, including (a) all Software, (b) all databases and database layouts (the “Databases”), (c) all documents and other works relating to the Software or the Databases, (d) all other literary, artistic, pictorial, graphic, musical, dramatic and audio-visual works, (e) all performer’s performances, sound recordings and other neighbouring works, (f) all compilations of the foregoing, and (g) all derivatives, enhancements and modifications of the foregoing.

1.2 Accounting Principles. Whenever in this Agreement reference is made to generally accepted accounting principles, or to GAAP, such reference shall be deemed to be to the generally accepted accounting principles from time to time approved by the Chartered Professional Accountants of Canada, or any successor entity thereto, applicable as at the date on which such principles are to be applied or on which any calculation or determination is required to be made in accordance with generally accepted accounting principles.

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.

1.4 Currency and Payment Obligations. Except as otherwise expressly provided in this Agreement: (a) all dollar amounts referred to in this Agreement are stated in Canadian Dollars; (b) any payment contemplated by this Agreement shall be made by wire transfer of immediately available funds to an account specified by the payee, by cash, by certified cheque or by any other method that provides immediately available funds; and (c) except in the case of any payment due on the Closing Date, any payment due on a particular day must be received by and be available to the payee not later than 2:00 p.m. on the due date at the payee’s address for notice under Section 9.3 or such other place as the payee may have specified in writing to the payor in respect of a particular payment and any payment made after that time shall be deemed to have been made and received on the next Business Day.

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.

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. Calgary 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. Calgary time on the next succeeding Business Day.

1.7 Knowledge. Where any representation, warranty or other statement in this Agreement is expressed to be made by either Vendor to its knowledge or is otherwise expressed to be limited in scope to facts or matters known to such Vendor or of which such Vendor is aware, it shall mean such knowledge as is actually known to, or which would have or should have reasonably come to the attention of (a) John Day, Frankie Kim or Mike Wetmore, in respect of Jas-Day; or (b) John MacNutt, in respect of Sawridge; after prudent and diligent inquiry into the matters relevant to such statement.

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1.8 Tender. Except as otherwise provided in Section 2.6(a), any tender of documents or money hereunder may be made upon the Parties or their respective counsel and money shall be tendered by official bank draft drawn upon a Canadian chartered bank, by negotiable cheque payable in Canadian funds and certified by a Canadian bank listed in Schedule 1 to the Bank Act (Canada), by wire transfer of immediately available funds in accordance with wire instructions given by the payee Party, or by another method that provides for immediately available funds as agreed between the Parties.

1.9 Additional Rules of Interpretation.

(1) In this Agreement, unless the context requires otherwise, where reference is made to any right, obligation, property owned or registered, contract, or action taken by or of the Partnership, such right, obligation, property being owned or registered, contract of, or action being taken, shall be deemed to be, or deemed to have been, a right exercised, obligation owed, property owned or registered, contract entered, or action taken by the General Partner on behalf of the Partnership, as the case may be.

(2) In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa. The inclusion in this Agreement of headings of Articles and Sections and the provision of a table of contents are for convenience of reference only and are not intended to be full or precise descriptions of the text to which they refer. Unless the context requires otherwise, references in this Agreement to Articles, Sections, Schedules or Exhibits are to Articles or Sections of this Agreement, and Schedules or Exhibits to this Agreement. Wherever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list. The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section or portion of it. Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto. The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement or any amendments hereto.

1.10 Schedules and Exhibits. The following are the Schedules and Exhibits attached to and incorporated in this Agreement by reference and deemed to be a part hereof:

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Unless the context otherwise requires, words and expressions defined in this Agreement will have the same meanings in the Schedules and the interpretation provisions set out in this Agreement apply to the Schedules. Unless the context otherwise requires, or a contrary intention appears, references in the Schedules to a designated Article, Section, or other subdivision refer to the Article, Section, or other subdivision, respectively, of this Agreement. Unless otherwise indicated, no reference to or disclosure of any item or other matter in the Schedules shall be construed as an admission or indication that such item or other matter is material. The information contained in the Schedules is intended only to qualify and limit the representations, warranties and covenants of the Vendors contained in this Agreement. The numbering of the Schedules corresponds with the numbering of Sections of this Agreement.

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ARTICLE 2

PURCHASE OF SHARES AND UNITS

2.1 Purchase and Sale. At the Closing Time, on and subject to the terms and conditions of this Agreement, the Vendors shall sell to the Purchaser, and the Purchaser shall purchase from the Vendors, the Interests.

2.2 Amount of Purchase Price. The aggregate price payable by the Purchaser to the Vendors for the Interests (the “Purchase Price”) shall be the Estimated Purchase Price (a) minus the amount, if any, by which the Closing Date Working Capital is less than the Estimated Closing Date Working Capital, or (b) plus the amount, if any, by which, the Closing Date Working Capital is greater than the Estimated Closing Date Working Capital, payable as provided in Sections 2.6 and 2.7.

2.3 Estimated Closing Date Working Capital. Within 10 days prior to the Closing Date, and in any event no less than three Business Days prior to the Closing Date, the Vendors, acting reasonably, shall provide to the Purchaser a written estimate of the Closing Date Working Capital (“Estimated Closing Date Working Capital”), such estimate to be based on an internally prepared balance sheet of the Partnership prepared as of a date not more than 30 days prior to the Closing Date and calculated as nearly as possible in the manner in which the Closing Date Working Capital is to be determined pursuant to the provisions of Section 2.4.

2.4 Preparation of Closing Date Balance Sheet.

(1) Draft Closing Date Balance Sheet. Promptly after the Closing Time, the Vendors shall prepare, at the Vendors’ expense, a draft of the Closing Date Balance Sheet and a draft calculation of Closing Date Working Capital, which shall be delivered to the Purchaser no later than the 60^th day following the Closing Date.

(2) Access to Records, etc. During the period from the date of delivery of the draft Closing Date Balance Sheet until the date no later than 10 days after delivery of the draft Closing Date Balance Sheet, the Vendors shall give the Purchaser and its Representatives such assistance and access to the Books and Records as the Purchaser and its Representatives may reasonably request in order to enable them to reasonably assess the draft Closing Date Balance Sheet and the draft calculation of Closing Date Working Capital. The Purchaser’s Representatives shall be entitled to be present at inventory counts and other procedures used in the preparation of the draft Closing Date Balance Sheet and shall be provided promptly with copies of all working papers created by the Vendors and their Representatives in connection with such preparation.

(3) Deemed Acceptance. If the Purchaser does not give a notice of objection in accordance with Section 2.5, the Purchaser shall be deemed to have accepted the draft Closing Date Balance Sheet and draft calculation of the Closing Date Working Capital prepared by the Vendors which shall be final and binding on the Parties and the draft calculation of Closing Date Working Capital shall constitute the Closing Date Working Capital for purposes of this Agreement immediately following the expiry date for the giving of such notice of objection.

2.5 Dispute Settlement. If the Purchaser objects to any matter in the draft Closing Date Balance Sheet or the draft calculation of Closing Date Working Capital prepared pursuant to Section 2.4, the Purchaser shall give notice to the Vendors no later than 10 days after delivery of the draft Closing Date Balance Sheet. Any notice given by the Purchaser shall set forth in detail the particulars of such objection. The Parties shall then use reasonable efforts to resolve such

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objection for a period of 30 days following the giving of such notice. If the matter is not resolved by the end of such 30 day period, then the dispute with respect to such objection shall be submitted by the Parties to an accounting partner associated with an accounting firm of recognized national standing in Canada, which is independent of the Parties (the “Independent Accountant”). If the Parties are unable to agree on the Independent Accountant within a further 10 day period, either Party may apply under the Arbitration Act (Alberta) to have a court appoint the Independent Accountant. The Independent Accountant shall, as promptly as practicable (but in any event within 45 days following its appointment), make a determination of the Closing Date Working Capital, based solely on written submissions of the Parties given by them to the Independent Accountant. The submissions of each Party shall be disclosed to the other Parties and each other Party shall be afforded a reasonable opportunity to respond thereto. The decision of the Independent Accountant as to the Closing Date Working Capital shall be final and binding upon the Parties and shall constitute the Closing Date Working Capital for the purposes of this Agreement. The Purchaser shall pay fifty (50%) percent, and the Vendors shall pay fifty (50%) percent, of the fees and expenses of the Independent Accountant with respect to the resolution of the dispute.

2.6 Payment of Estimated Purchase Price. The Purchaser shall pay the Estimated Purchase Price at the Closing Time as follows:

2.7 Payment on Adjustment Date. On the Adjustment Date (a) the Purchaser shall pay to the Vendors the amount, if any, by which the Purchase Price exceeds the Estimated Purchase Price or (b) the Vendors shall pay to the Purchaser the amount, if any, by which the Estimated Purchase Price exceeds the Purchase Price together with interest thereon at the Prime Rate from the Closing Date to the Adjustment Date.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Jas-Day Entities. As a material inducement to the Purchaser’s entering into this Agreement and completing the transactions contemplated by this Agreement and acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations and warranties of the Jas-Day Entities set out in this Section 3.1, each of the Jas-Day Entities represents and warrants to the Purchaser as follows:

(1) Incorporation and Corporate Power. Each Jas-Day Entity is a corporation incorporated, organized and subsisting under the Laws of the jurisdiction of its incorporation. Each Jas-Day Entity has sent to the appropriate Person all annual returns and financial statements required to be sent under the Laws of the jurisdiction of its incorporation. Each Jas-Day Entity has the corporate power, authority and capacity to execute and deliver this Agreement and all other agreements and instruments to be executed by it as contemplated herein and to perform its other obligations hereunder and under all such other agreements and instruments.

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Each Jas-Day Entity has the corporate power, authority and capacity to own and dispose of its respective Jas-Day Interests to the Purchaser. No act or proceeding has been taken or authorized by or against either Jas-Day Entity by any other Person in connection with the dissolution, liquidation, winding up, bankruptcy or insolvency of either Jas-Day Entity or with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, either Jas-Day Entity and no such proceedings have been Threatened by any other Person.

(2) Authorization. The execution and delivery of this Agreement and all other agreements and instruments to be executed by it as contemplated herein and the completion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each Jas-Day Entity and its respective shareholders.

(3) Enforceability of Obligations. This Agreement constitutes the valid and binding obligation of each Jas-Day Entity enforceable against it in accordance with its terms. Neither Jas-Day is an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and will not become an insolvent person as a result of the Closing. There is no Legal Proceeding in progress, pending, or, to the knowledge of the Jas-Day Entities, Threatened against or affecting either Jas-Day Entity or affecting the title of either Jas-Day Entity to any of the Jas-Day Interests at law or in equity. There are no grounds on which any such Legal Proceeding might be commenced and there is no Order outstanding against or affecting either Jas-Day Entity which, in any such case, affects adversely or might affect adversely the ability of either Jas-Day Entity to enter into this Agreement or to perform its obligations hereunder.

(4) Ownership of Interest. Jas-Day as at the Execution Date and JV Co as at the Effective Date are the registered and beneficial holders of the Jas-Day Interests with good and marketable title thereto, and in the case of JV Co as at the Effective Date, free and clear of all Liens. No Person other than the Purchaser has, or has any right capable of becoming, any agreement, option, right or privilege for the purchase or other acquisition from either Jas-Day Entity of any of the Jas-Day Interests. There are no restrictions of any kind on the transfer of the Interests except those set out in the articles of incorporation of the General Partner and the Limited Partnership Agreement and any amendments thereto. The Jas-Day Interests have been validly issued in compliance with Applicable Law and are fully paid and non-assessable.

3.2 Representations and Warranties of Sawridge. As a material inducement to the Purchaser entering into this Agreement and completing the transactions contemplated by this Agreement and acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations and warranties of Sawridge set out in this Section 3.2, Sawridge represents and warrants to the Purchaser as follows:

(1) Formation, Incorporation and Corporate Power. Sawridge is a limited partnership formed, organized and subsisting under the Laws of the jurisdiction of its formation. Sawridge Management Corporation (“Sawridge GP”) is a corporation organized and subsisting under the Laws of the jurisdiction of its incorporation. Each of Sawridge and Sawridge GP has sent to the appropriate Person all annual returns and financial statements required to be sent under the Laws of the jurisdiction of its formation or incorporation (as applicable). Sawridge and Sawridge GP have the requisite power, authority and capacity to execute and deliver this Agreement and all other agreements and instruments to be executed by them as contemplated herein and to perform their other obligations hereunder and under all such other agreements and instruments. Sawridge GP has the requisite power, authority and capacity to own and dispose of the Sawridge Interests on behalf of Sawridge to the Purchaser. No act or proceeding has been taken or authorized by or against Sawridge or Sawridge GP by any other Person in connection with the dissolution, liquidation, winding up, bankruptcy or insolvency of Sawridge or Sawridge GP or with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, Sawridge or Sawridge GP and no such proceedings have been Threatened by any other Person.

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(2) Authorization. The execution and delivery of this Agreement and all other agreements and instruments to be executed by it as contemplated herein and the completion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Sawridge and Sawridge GP.

(3) Enforceability of Obligations. This Agreement constitutes the valid and binding obligation of Sawridge and Sawridge GP enforceable against them in accordance with its terms. Neither Sawridge nor Sawridge GP is an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and will not become an insolvent person as a result of the Closing. There is no Legal Proceeding in progress, pending, or, to the knowledge of Sawridge or Sawridge GP, Threatened against or affecting Sawridge or affecting the title of Sawridge to any of the Sawridge Interests at law or in equity. There are no grounds on which any such Legal Proceeding might be commenced and there is no Order outstanding against or affecting Sawridge or Sawridge GP which, in any such case, affects adversely or might affect adversely the ability of Sawridge or Sawridge GP to enter into this Agreement or to perform its obligations hereunder.

(4) Ownership of Interest. Sawridge is the registered and beneficial holder of the Sawridge Interests with good and marketable title thereto, free and clear of all Liens. No Person other than the Purchaser has, or has any right capable of becoming, any agreement, option, right or privilege for the purchase or other acquisition from Sawridge or Sawridge GP of any of the Sawridge Interests. There are no restrictions of any kind on the transfer of the Interests except those set out in the articles of incorporation of the General Partner and the Limited Partnership Agreement and any amendments thereto. The Sawridge Interests have been validly issued in compliance with Applicable Law and are fully paid and non-assessable.

3.3 Representations and Warranties of the Vendors regarding the Business. As a material inducement to the Purchaser entering into this Agreement and completing the transactions contemplated by this Agreement and acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations and warranties of the Vendors set out in this Section 3.3, the Vendors, severally (and not jointly and severally) represent and warrant to the Purchaser as follows:

(1) Organization of the General Partner. The information set out in Schedule 3.3(1) concerning the name and jurisdiction of incorporation, the authorized, issued and outstanding shares and the directors and officers of the General Partner is true and complete. The General Partner is incorporated, organized and subsisting under the Laws of its jurisdiction of incorporation. Except as set out in Schedule 3.3(1), the General Partner has never conducted the Business under any name other than the Partnership’s current business name. There are no shareholders’ agreements governing the affairs of the General Partner or the relationship, rights and duties of its shareholders, nor are there any voting trusts, pooling arrangements or other similar agreements with respect to the ownership or voting of any shares of the General Partner. There are no rights, subscriptions, warrants, options, conversion rights, calls, commitments, plans or agreements of any kind outstanding which would enable any Person to purchase or otherwise acquire any shares or other securities of the General Partner including, without limitation, any securities convertible into or exchangeable or exercisable for shares or other securities of the General Partner. Except as set out in Schedule 3.3(1), the General Partner does not have a direct or indirect equity interest in any other Person. The General Partner has not, since its incorporation, (i) carried on any business or undertaking other than as general partner of the Partnership, and (ii) owned any asset or property or been party to any contract other than in its capacity as the general partner of the Partnership.

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(2) Organization of the Partnership. The information set out in Schedule 3.3(2) concerning the name and jurisdiction of registration, the issued units and the partners of the Partnership is true and complete. The Partnership is registered, organized and subsisting under the Laws of its jurisdiction of registration. Except as set out in Schedule 3.3(2), the Partnership has never conducted the Business under any name other than its current business name. Except the Limited Partnership Agreement, there are no limited partnership agreements governing the affairs of the Partnership or the relationship, rights and duties of its partners, nor are there any voting trusts, pooling arrangements or other similar agreements with respect to the ownership or voting of any units of the Partnership. There are no rights, subscriptions, calls, commitments, plans or agreements of any kind outstanding which would enable any Person to purchase or otherwise acquire any units of the Partnership. Except as set out in Schedule 3.3(2), the Partnership does not have a direct or indirect equity interest in any other Person.

(3) Private Issuer. The General Partner and the Partnership are Private Issuers.

(4) Partnership’s Qualification to do Business. The General Partner and the Partnership are registered, licensed or otherwise qualified to do business under the Laws of the jurisdictions specified in Schedule 3.3(4) and neither the character nor the location of the property and assets owned by the Partnership nor the nature of its respective Business requires registration, licensing or other qualification under the Laws of any other jurisdiction. The Partnership has all necessary corporate power, authority, and capacity to carry on its respective Business and to own or lease and operate its property and assets as now carried on and owned or leased and operated.

(5) Corporate Records. The minute books, share certificate book, register of shareholders, register of transfers and register of directors and officers of the General Partner and any corporate records of the Partnership have been maintained in accordance with Applicable Law and are complete and accurate in all material respects.

(6) Bankruptcy, Insolvency and Reorganization of the General Partner. The General Partner is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) nor has the General Partner made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors or any class thereof nor had any petition for a receiving order presented in respect of it. The General Partner has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been appointed in respect of the General Partner or any of its property or assets and no execution or distress has been levied upon any of its property or assets. No act or proceeding has been taken or authorized by or against the Partnership with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, the General Partner, nor have any such proceedings been authorized by any other Person.

(7) Bankruptcy, Insolvency and Reorganization of the Partnership. The Partnership is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) nor has the Partnership made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors or any class thereof nor had any petition for a receiving order presented in respect of it. The Partnership has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been appointed in respect of the Partnership or any of its property or assets and no execution or distress has been levied upon any of its property or assets. No act or proceeding has been taken or authorized by or against the Partnership with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, the Partnership, nor have any such proceedings been authorized by any other Person.

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(8) Financial Statements. The Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods to which they relate, subject, in the case of the Interim Financial Statements, to usual year-end adjustments and the exclusion of footnotes. The balance sheets contained in the Financial Statements fairly present the financial position of the Partnership and the Business as of their respective dates and the statements of earnings and retained earnings contained in the Financial Statements fairly present the revenues, earnings and results of operations for the periods indicated. The Financial Statements are accurate and complete in all material respects and are based upon and are consistent with the Books and Records.

(9) Books and Records. The Vendors have made available to the Purchaser all Books and Records. All material financial transactions relating to the Business have been accurately recorded in the Financial Records in accordance with sound business and financial practice and the Financial Records accurately reflect the basis for the financial condition and the revenues, expenses and results of operations of the Business as of and to the date hereof. All Books and Records are in the full possession and exclusive control of, and are owned exclusively by, the Partnership and are not dependent upon any computerized or other system, program or device that is not exclusively owned and controlled by the Partnership.

(10) Title to and Sufficiency of Assets. The Partnership has good and marketable legal and beneficial title to all of its property and assets, free and clear of any and all Liens, except for Permitted Liens. The property and assets owned and leased by the Partnership constitute all of the property and assets used or held for use in connection with the Business and are sufficient to permit the continued operation of the Business in substantially the same manner as conducted as of the date hereof and during the year ended on the date of the most recent Annual Financial Statements. Schedule 3.3(10) sets out a complete and accurate list of all material assets of the Partnership and all locations where the property and assets of the Partnership are situate, including a brief description of each property and each of the assets situate at each location. Schedule 3.3(10) sets forth the list of standard amenities at each property (including the standard amenities available in each room and banquet facility) (the “Standard Amenities”). Except as set forth on Schedule 3.3(10), each guest room is appointed with the Standard Amenities (as applicable to guest rooms), which amenities are in good operating condition and repair, ordinary wear and tear excepted. There is no agreement, option or other right or privilege outstanding in favour of any Person for the purchase from the Partnership of the Business or any part thereof or of any of the property or assets of the Partnership, other than the purchase of Inventories in the Ordinary Course of Business.

(11) Real Property.

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(13) Personal Property. Schedule 3.3(13) lists each item of Personal Property owned by the Partnership which had a book value in the Financial Records at the date of the most recent Annual Financial Statements, of more than $20,000 or is otherwise material to the Business. No Personal Property owned by the Partnership is in the possession of a third party and the Partnership has no assets on consignment. Each item of Personal Property is in good operating condition and repair, ordinary wear and tear excepted, and is suitable and adequate for the purpose for which it is being used.

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(14) Personal Property Leases. Schedule 3.3(14) lists all the Personal Property Leases and identifies those which cannot be terminated by the Partnership without liability at any time upon less than 30 days’ notice or which involve payment by the Partnership in the future of more than $20,000 over the remaining term of any such Personal Property Lease. Each Personal Property Lease is in full force and effect and has not been amended, and the Partnership is entitled to the full benefit and advantage of each Personal Property Lease in accordance with its terms. Each Personal Property Lease is in good standing and there has not been any default by any party under any Personal Property Lease nor any dispute between the Partnership and any other party under any Personal Property Lease.

(15) Contracts. Schedule 3.3(15) lists or identifies all Material Contracts. There are no ongoing contractual negotiations that if they were completed would result in a Material Contract. Except as disclosed in Schedule 3.3(15), the Partnership is not a party to any Contract with any current or former director, officer or Employee of the Partnership or with any Affiliate of the Partnership. The Partnership is not, nor to the knowledge of the Vendors is any other party to any Material Contract, in default under any Material Contract and there has not occurred any event which, with the lapse of time or giving of notice or both, would constitute a default under any Material Contract by the Partnership or any other party to such Material Contract. Each Material Contract is in full force and effect, unamended by written or oral agreement, and the Partnership is entitled to the full benefit and advantage of each Material Contract in accordance with its terms. The Partnership has not received any notice of a default by the Partnership under any Material Contract or of a dispute between the Partnership and any other Person in respect of any Material Contract. Except as disclosed in Schedule 3.3(15), no Consent is required nor is any notice required to be given under any Contract by any party thereto or any other Person in connection with the completion of the transactions contemplated by this Agreement in order to maintain all rights of the Partnership under such Contract. The completion of the transactions contemplated by this Agreement will not afford any party to any of the Leases or other Contracts or any other Person the right to terminate any Lease or other Contract nor will the completion of such transactions result in any additional or more onerous obligation on the Partnership under any Lease or other Contract.

(16) Receivables. All Receivables are recorded in the Financial Records and the Receivables are valid obligations which arose in the Ordinary Course of Business and will be collected in the Ordinary Course of Business, in the aggregate, at their full face value and are not subject to any set-off or counterclaim. None of the Receivables is due from an Affiliate of the Partnership.

(17) Inventories. The Inventories consist of items that are current and of good and merchantable quality and not subject to any write-down or write-off. The portion of the Inventories consisting of finished products is saleable in the Ordinary Course of Business at normal prices. The portion of the Inventories consisting of raw materials and work-in-progress is of a quality useable in the production of finished products. Current Inventory levels are consistent with the level of Inventories that has been maintained in the operation of the Business prior to the date hereof in accordance with the operation of the Business in the Ordinary Course of Business.

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(18) Intellectual Property.

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(19) Licences and Compliance with Applicable Law. Schedule 3.3(19) lists all the Licences and identifies those that by their terms are not transferable. The Licences are the only licences, permits, approvals or evidences of authority of any Governmental Authority required for the operation of the Business and are held by the Partnership free and clear of any and all Liens. The Partnership is conducting the Business in accordance with all terms and conditions of the Licences and in compliance with Applicable Law. All the Licences are valid and are in full force and effect. The Partnership is not in violation of any term or provision or requirement of any Licence, and no Person has Threatened to revoke, amend or impose any condition in respect of, or commenced proceedings to revoke, amend or impose conditions in respect of, any Licence. Except as disclosed in Schedule 3.3(22), no Regulatory Approval is required in connection with the transactions contemplated by this Agreement or in order to maintain any Licence in full force and effect and in good standing after Closing.

(20) Undisclosed Liabilities. Except as set forth in Schedule 3.3(20), the Partnership and the General Partner do not have any liabilities (which includes Indebtedness) or obligations of any nature (whether known or unknown, liquidated or unliquidated, due or to become due and whether absolute, accrued, contingent or otherwise) except for liabilities and obligations disclosed or provided for in the most recent Annual Financial Statements and current liabilities incurred in the Ordinary Course of Business since the date of such Annual Financial Statements. Without limiting the foregoing, neither the Partnership nor the General Partner is a party to or bound by any agreement, contract or commitment providing for the guarantee, indemnification, assumption or endorsement with respect to the obligations or liabilities (which includes Indebtedness), contingent or otherwise, of any other Person.

(21) Banking Information. Schedule 3.3(21) sets forth the name and location (including municipal address) of each bank, trust company or other institution in which the Partnership or the General Partner has an account, money on deposit or a safety deposit box and the name of each Person authorized to draw thereon or to have access thereto and the name of each Person holding a power of attorney from the Partnership and a summary of the terms thereof.

(22) Regulatory Approvals. Except as set forth in Schedule 3.3(22), no Regulatory Approval or filing with, notice to, or waiver from any Governmental Authority is required to be obtained or made by the Vendors or the Partnership: (a) in connection with the execution and delivery of, and performance by the Vendors of their obligations under, this Agreement or the consummation of the transactions contemplated hereby; (b) to avoid the loss of any Licence; or (c) to permit the Partnership to carry on the Business after the Closing as the Business is currently carried on by the Partnership.

(23) Absence of Conflicting Agreements. The execution, delivery and performance of this Agreement by the Vendors and the completion (with any required Consents and Regulatory Approvals and the giving of any required notices) of the transactions contemplated by this Agreement do not and will not result in or constitute any of the following:

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(24) Legal Proceedings and Orders. Except as set forth and described in Schedule 3.3(24), there is no Legal Proceeding in progress, pending or, to the knowledge of the Vendors, Threatened against or affecting the Business, the General Partner, the Partnership, or any of their respective officers, directors or partners in their capacity as such, or any of their properties or assets or title thereto, nor is there any factual or legal basis on which any such Legal Proceeding might be commenced. Except as set forth and described in Schedule 3.3(24), there is no Order outstanding against or affecting the Business, the General Partner, the Partnership or any of their respective property or assets. There are no internal investigations or inquiries being conducted by the Partnership or any third party at the request of the Partnership concerning any financial, accounting, Tax, conflict of interest, illegal activity, fraudulent or deceptive conduct or other misfeasance or malfeasance issues.

(25) Environmental Matters.

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(26) Employment Matters.

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(27) Employee Plans.

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(28) Customers and Suppliers. Schedule 3.3(28) lists the 15 largest suppliers to the Business or the Partnership (or such additional suppliers of the Partnership which are sufficient to constitute 10 per cent or more of total sales or purchases, as the case may be) for each of the last three 12-month periods ending immediately before the date of this Agreement, and the aggregate amount which each supplier was paid during such period. To the knowledge of the Vendors, no such supplier intends to cease doing business with the Partnership or to modify or change in any material manner any existing arrangement with the Partnership for the purchase or supply of any products or services. The relationships of the Partnership and the Vendors with each of the principal suppliers, shippers and customers of the Business are satisfactory, and there are no unresolved disputes with any such supplier, shipper or customer.

(29) Transactions with Affiliates et al. Neither the General Partner nor the Partnership is liable in respect of Indebtedness or other obligations to or on behalf of any officer, director, partner, Employee or Affiliate of the Partnership, the General Partner or any of the respective associates or relatives of any of the foregoing, or any other Person with whom the General Partner or the Partnership does not deal at arm’s length. Except as disclosed in Schedule 3.3(29), there are no intercompany services provided to the Partnership or the General Partner by the Vendors or by any Affiliate of the Vendors. No officer or director of the General Partner or partner of the Partnership owns any interest in any competitor, customer or supplier of the Partnership.

(30) Products and Services. All services provided by the Partnership to its customers have been provided in accordance with Applicable Law and the terms of all Contracts relating thereto.

(31) Insurance.

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(32) Tax Matters.

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Notwithstanding any other provision of this Agreement to the contrary, (i) the representations and warranties contained in this Section 3.3(32) and Section 3.3(27)(d) are the sole and exclusive representations and warranties of the Vendors relating to Tax matters, and (ii) no representations in this Section 3.3(32) shall be construed as providing a representation with respect to, and no such representation shall serve as the basis for any indemnification or other claim in respect of any Taxes for any Tax period or portion thereof beginning on or after the Closing Date.

(33) Privacy and Data Security.

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(34) IT Systems.

(35) Anti-Spam Laws. Except as set out in Schedule 3.3(35), in carrying on the Business the Partnership has complied at all times with CASL since July 1, 2014 in connection with the sending of all CEMs. The Partnership has maintained and continues to maintain records that are sufficient to demonstrate its compliance with CASL, including copies of consent forms, CEM templates, and records of all consents given or withdrawn. The Partnership has established appropriate policies and procedures to ensure compliance with CASL and has trained all Employees on the requirements of CASL. The Partnership has Contracts with all third parties that, on the Partnership’s behalf, send CEMs, collect electronic addresses or install computer programs on the computer systems of other third parties. Such Contracts require such third parties to comply with CASL.

(36) No Material Adverse Change. Since the date of the most recent Annual Financial Statements, there has been no Material Adverse Change and no event has occurred nor do any circumstances exist which could result in a Material Adverse Change.

(37) Absence of Certain Changes or Events. Since (i) the date of its registration the Partnership has carried on the Business in the Ordinary Course of Business (except in connection with the Staff House which will be transferred to the Sawridge MPL Peace River Limited Partnership prior to the Closing Date) and, in particular, but without limitation, has not, and (ii) as applicable, since the date of its incorporation the General Partner has not:

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(38) Commissions. The Purchaser will not be liable for any brokerage commission, finder’s fee or other similar payment in connection with the transactions contemplated by this Agreement because of any action taken by, or agreement or understanding reached by, the Vendors or the Partnership.

3.4 Representations and Warranties of the Purchaser. As a material inducement to the Vendors’ entering into this Agreement and completing the transactions contemplated by this Agreement and acknowledging that the Vendors are entering into this Agreement in reliance upon the representations and warranties of the Purchaser set out in this Section 3.4, the Purchaser represents and warrants to the Vendors as follows:

(1) Incorporation and Corporate Power. The Purchaser is a corporation incorporated, organized and subsisting under the Laws of the jurisdiction of its incorporation. The Purchaser has the corporate power, authority and capacity to execute and deliver this Agreement and all other agreements and instruments to be executed by it as contemplated herein and to perform its obligations under this Agreement and under all such other agreements and instruments.

(2) Authorization by Purchaser. The execution and delivery of this Agreement and all other agreements and instruments to be executed by it as contemplated herein and the completion of the transactions contemplated by this Agreement and all such other agreements and instruments have been duly authorized by all necessary corporate action on the part of the Purchaser.

(3) Accredited Investor. The Purchaser is an accredited investor, within the meaning of National Instrument 45-106.

(4) Enforceability of Obligations. This Agreement constitutes a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. There is no Legal Proceeding in progress, pending, or, to the knowledge of the Purchaser, Threatened against or affecting the Purchaser, and there are no grounds on which any such Legal Proceeding might be commenced and there is no Order outstanding against or affecting the Purchaser which, in any such case, affects adversely or might affect adversely the ability of the Purchaser to enter into this Agreement or to perform its obligations hereunder.

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(5) ICA. The Purchaser either is not a “non-Canadian” within the meaning of the ICA or, if the Purchaser is a “non-Canadian”, the Purchaser is a “WTO investor” within the meaning of the ICA.

(6) Commissions. The Vendors will not be liable for any brokerage commission, finder’s fee or other similar payment in connection with the transactions contemplated by this Agreement because of any action taken by, or agreement or understanding reached by, the Purchaser.

3.5 No Waiver. No investigations, inspections, surveys or tests (including pursuant to Section 7.1) made by or on behalf of the Purchaser at any time, and no updates to information from the Vendors to the Purchaser pursuant to Section 7.9, shall, or shall be deemed to (a) affect, mitigate, modify, waive, diminish the scope of or otherwise affect any representation or warranty made by the Vendors in or pursuant to this Agreement, (b) amend or supplement any of the Schedules hereto, or (c) limit or otherwise affect any remedies available to the Purchaser, unless in each case agreed to by the Purchaser in writing.

ARTICLE 4

CLOSING ARRANGEMENTS

4.1 Closing. The Closing shall take place at 6:00 a.m. (Mountain time) on the Closing Date at the offices of the Purchaser’s Counsel in Calgary, Alberta, or at such other time on the Closing Date or such other place as may be agreed orally or in writing by the Vendors and the Purchaser.

4.2 Vendors’ Closing Deliveries. At the Closing, the Vendors shall deliver or cause to be delivered to the Purchaser the following documents:

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4.3 Purchaser’s Closing Deliveries. At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendors the following documents and payments:

ARTICLE 5

CONDITIONS OF CLOSING

5.1 Purchaser’s Conditions. The Purchaser shall not be obligated to complete the transactions contemplated by this Agreement, including the purchase of the Interests, unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendors shall take all such actions, steps and proceedings as are reasonably within their control as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing Time.

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(1) Representations and Warranties. The representations and warranties of the Vendors in Sections 3.1, 3.2 and 3.3 shall be true and correct at the Closing.

(2) Vendors’ Compliance and Deliverables. The Vendors shall have performed and complied with all of the terms and conditions in this Agreement on their part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing all the documents contemplated in Section 4.2 and elsewhere in this Agreement.

(3) Due Diligence Investigation. The Purchaser shall have conducted and completed its investigation of the Vendors, the Partnership, the Business and the property and assets of the Partnership and the Purchaser shall have been satisfied in all respects with the results of such investigation and shall have determined to proceed with the transactions contemplated by this Agreement.

(4) Material Adverse Change. During the Interim Period, there shall have been no Material Adverse Change.

(5) No Litigation. During the Interim Period, there shall have been no Order (whether temporary, preliminary or permanent) made or any Legal Proceedings commenced or Threatened:

(6) No Law. During the Interim Period, no Governmental Authority shall have enacted, issued or promulgated any Law which has the effect of (i) making any of the transactions contemplated by this Agreement illegal, or (ii) otherwise prohibiting, preventing or restraining the consummation of any of the transactions contemplated by this Agreement.

(7) Consents and Regulatory Approvals. All Consents and Regulatory Approvals shall have been obtained.

(8) Consummation of MPL Transaction and Concurrent Closings. The transactions contemplated hereunder shall be consummated simultaneously with the transactions contemplated in the Share Purchase Agreement and the MPL Closing shall have occurred concurrently with the Closing.

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5.2 Condition Not Fulfilled. If any condition in Section 5.1 has not been fulfilled at or before the Closing Time or if any such condition is, or becomes, impossible to satisfy prior to the Closing Time, other than as a result of the failure of the Purchaser to comply with its obligations under this Agreement or the Share Purchase Agreement, then the Purchaser in its sole discretion may, without limiting any rights or remedies available to the Purchaser at law or in equity, either:

5.3 Vendors’ Conditions. The Vendors shall not be obligated to complete the transactions contemplated by this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 5.3 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendors. The Purchaser shall take all such actions, steps and proceedings as are reasonably within the Purchaser’s control as may be necessary to ensure that the conditions listed below in this Section 5.3 are fulfilled at or before the Closing Time.

(1) Representations and Warranties. The representations and warranties of the Purchaser in Section 3.4 shall be true and correct at the Closing.

(2) Purchaser’s Compliance and Deliverables. The Purchaser shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to the Vendors at the Closing all the documents contemplated in Section 4.3 and elsewhere in this Agreement.

(3) No Litigation. During the Interim Period, there shall have been no Order (whether temporary, preliminary or permanent) made or any Legal Proceedings commenced or Threatened against the Partnership or either Party or against any of their respective Affiliates or any of their respective directors or officers, for the purpose of enjoining, prohibiting, preventing or restraining the completion of the transactions contemplated by this Agreement.

(4) No Law. During the Interim Period, no Governmental Authority shall have enacted, issued or promulgated any Law which has the effect of (i) making any of the transactions contemplated by this Agreement illegal, or (ii) otherwise prohibiting, preventing or restraining the consummation of any of the transactions contemplated by this Agreement.

5.4 Condition Not Fulfilled. If any condition in Section 5.3 has not been fulfilled at or before the Closing Time or if any such condition is, or becomes, impossible to satisfy prior to the Closing Time, other than as a result of the failure of either of the Vendors to comply with their obligations under this Agreement, then the Vendors in their sole discretion may, without limiting any rights or remedies available to the Vendors at law or in equity, either:

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ARTICLE 6

INDEMNIFICATION

6.1 Survival. All provisions of this Agreement and of any other agreement, certificate or instrument delivered pursuant to this Agreement, other than the conditions in Article 5 hereof, shall not merge on Closing but shall survive the execution, delivery and performance of this Agreement, the Closing and the execution and delivery of any transfer documents or other documents of title to the Interests and all other agreements, certificates and instruments delivered pursuant to this Agreement and the payment of the consideration for the Interests.

6.2 Indemnity by the Jas-Day Entities. The Jas-Day Entities shall indemnify the Purchaser’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to any incorrectness in or breach of any representation or warranty of the Jas-Day Entities contained in Section 3.1 hereof.

6.3 Indemnity by Sawridge. Sawridge shall indemnify the Purchaser’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to any incorrectness in or breach of any representation or warranty of Sawridge contained in Section 3.2 hereof.

6.4 Indemnity by the Vendors. The Vendors shall severally (and not jointly and severally) indemnify the Purchaser’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:

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For greater certainty and without limiting the generality of the provisions of Sections 6.4(a) and 6.4(b), the indemnity provided for in Sections 6.4(b) through 6.4(h) shall extend to any Damages arising from any act, omission or state of facts that occurred or existed prior to the Closing Time, and whether or not disclosed in any Schedule to this Agreement. The rights to indemnification of the Purchaser’s Indemnified Parties under this Section 6.4 shall apply notwithstanding any inspection or inquiries made by or on behalf of any of the Purchaser’s Indemnified Parties, or any knowledge acquired or capable of being acquired by any of the Purchaser’s Indemnified Parties or facts actually known to any of the Purchaser’s Indemnified Parties (whether before or after the execution and delivery of this Agreement and whether before or after Closing). The waiver of any condition based upon the accuracy of any representation and warranty or the performance of any covenant shall not affect the right to indemnification, reimbursement or other remedy based upon such representation, warranty or covenant. The Vendors shall not have any right of indemnification, contribution or subrogation against the Partnership, the Purchaser or any of their respective Affiliates with respect to any indemnification payment made by or on behalf of the Vendors under this Article 6.

6.5 Tax Indemnity. In addition to and without limiting the generality of Section 6.4, the Vendors shall indemnify the Purchaser’s Indemnified Parties and save them fully harmless against any Taxes and other Damages which may be suffered or incurred by any of the Purchaser’s Indemnified Parties (“Indemnified Taxes”) as a result of, or arising out of or in connection with or related in any manner whatsoever to any Taxes required to be paid by the Partnership (and any successor thereto):

6.6 Indemnity by the Purchaser. The Purchaser shall indemnify the Vendors’ Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:

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6.7 Tax Status of Indemnification Payments. Any payment made by the Vendors pursuant to Section 6.4 will constitute a reduction to the Purchase Price and any payment made by the Purchaser pursuant to Section 6.6 will constitute an increase in the Purchase Price.

6.8 Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Damages in respect of which a right of indemnification is provided for under this Article 6, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 6 shall be reduced only to the extent that Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 6.8 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 6.9(1) and 6.9(2) in order to permit recovery pursuant to Section 6.4(a) or 6.6(a) as the case may be. In respect of any Claim Notice concerning Indemnified Taxes, a Purchaser’s Indemnified Party shall deliver with its Claim Notice a copy of any assessment, reassessment, notice of confirmation thereof, proposal to assess or reassess, appeal or notification of a similar proceeding, together with all correspondence related to such documents.

6.9 Time Limits for Claim Notice for Breach of Representations and Warranties.

(1) Notice by the Purchaser. No Damages may be recovered from the Vendors pursuant to Section 6.4(a) or Section 6.5 unless (subject to the fraud exception below) a Claim Notice is delivered by the Purchaser in accordance with the timing set out below:

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provided, however, that in the event of fraud relating to a representation and warranty of either of the Vendors in this Agreement, then notwithstanding the foregoing time limitations, the Purchaser’s Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim. Unless (subject to the fraud exception above) a Claim Notice has been given in accordance with the timing set out in Sections 6.9(1)(b), (c) or (d), with respect to the representations and warranties referred to in any such Section, the Vendors shall be released on the date set out in Sections 6.9(1)(b), (c) or (d), as applicable, from all obligations in respect of representations and warranties referenced in those Sections and from the obligation to indemnify the Purchaser’s Indemnified Parties in respect thereof pursuant to Section 6.4(a). This Section 6.9(1) shall not be construed to impose any time limit on the Purchaser’s right to assert a claim to recover Damages under Sections 6.4(a) through 6.4(h), whether or not the basis on which such a claim is asserted could also entitle the Purchaser to make a claim for Damages pursuant to Section 6.4(a).

(2) Notice by the Vendors. No Damages may be recovered from the Purchaser pursuant to Section 6.6(a) unless a Claim Notice is delivered by either of the Vendors on or before the date that is 2 years after Closing. Unless a Claim Notice has been given on or before the date that is 2 years after Closing with respect to each particular representation and warranty, the Purchaser shall be released on the date that is 2 years after Closing from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Vendors’ Indemnified Parties in respect thereof pursuant to Section 6.6(a). This Section 6.9(2) shall not be construed to impose any time limit on the Vendors’ right to assert a claim to recover Damages under Section 6.6(b), whether or not the basis on which such a claim is asserted could also entitle either of the Vendors to make a claim for Damages pursuant to Section 6.6(a).

6.10 Monetary Limitations.

(1) Damages from Vendors. No Damages may be recovered from the Vendors pursuant to Section 6.4(a) unless and until the accumulated aggregate amount of Damages of the Purchaser’s Indemnified Parties arising pursuant to Section 6.4(a) exceeds $400,000, in which event the accumulated aggregate amount of all such Damages may be recovered. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or breach of (i) any of the Vendors’ Fundamental Representations, or (ii) any other representation or warranty of either of the Vendors in this Agreement resulting from fraud by either of the Vendors, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.4(b) through 6.4(h) and Section 6.5.

(2) Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.6(a) unless and until the accumulated aggregate amount of Damages of the Vendors’ Indemnified Parties arising pursuant to Section 6.6(a) exceeds $400,000, in which event the accumulated aggregate amount of all such Damages may be recovered. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or

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breach of (i) any representation or warranty of the Purchaser in Sections 3.4(1) or (2) of this Agreement, or (ii) any other representation or warranty of the Purchaser in this Agreement resulting from fraud by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.6(b).

(3) Impact of Taxes on Indemnities. In determining the amount of any Damages for which an Indemnified Party is entitled to under this Article 6 the gross amount thereof will be increased (or reduced) to take into account any net Tax cost incurred (or current Tax benefit actually received) by such party in connection with such Damages to the extent such Tax cost (or current Tax benefit) results directly from the incurrence of such Damages.

(4) Impact of Insurance on Indemnities. In determining the amount of any Damages for which an Indemnified Party is entitled under this Article 6, the amount thereof will be reduced by the amount of any insurance proceeds actually received by such Indemnified Party with respect to such Damages, net of any deductible and costs of collection and any increase in the annual insurance premium of said insurance policies for any subsequent period resulting from the filing and collection of such insurance claim.

6.11 Limitation Periods.

(1) Limitation Periods for Representations and Warranties. Notwithstanding the provisions of the Limitation Act (Alberta) (the “Limitations Act”) or any other statute, an Indemnified Party may commence a proceeding in respect of Damages arising from any incorrectness in or breach of any representation and warranty of the Indemnifying Party as referred to in a Claim Notice delivered within the time periods stipulated in Section 6.9 at any time on or before the later of:

and any applicable limitation period is hereby so extended to the full extent permitted by Law.

(2) Limitation Periods for Covenants and Other Matters. The limitation period applicable to any proceeding relating to a claim referred to in a Claim Notice in respect of any matter in Sections 6.4(b) through 6.4(h) and 6.6(b) shall be solely as prescribed in sections 3(1)(b), 3.1(1), 4(1), 5(1) and 5.1(2) of the Limitations Act and any other limitation period in respect of such claim (including that provided for in section 3(1)(a) of the Limitations Act) is extended accordingly.

6.12 Calculation of Damages. For greater certainty, for the purpose only of calculating the amount of Damages under this Article 6, the representations and warranties of the Parties contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement shall be deemed to have been made without qualifications as to materiality where the words or phrases “material”, “immaterial”, “in all material respects” or words or phrases of similar import are used, such that the amount of Damages payable to an Indemnified Party is not subject to any deduction in respect of amounts below the level of materiality stated in the relevant representation and warranty. Further, the calculation of such amount shall not be affected by any inspection or inquiries made by or on behalf of the Party entitled to be indemnified under this Article 6.

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6.13 Agency for Non-Parties. Notwithstanding Section 9.14, each Party hereby accepts each indemnity in favour of each of its Indemnified Parties who are not Parties as agent and trustee of that Indemnified Party. Each Party may enforce an indemnity in favour of any of that Party’s Indemnified Parties on behalf of each such Indemnified Party.

6.14 Direct Claims. In the case of a Direct Claim, the Indemnifying Party shall have 60 days from receipt of a Claim Notice in respect thereof within which to make such investigation as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate its right to be indemnified under this Article 6, together with all such other information as the Indemnifying Party may reasonably request. If the Parties fail to agree at or before the expiration of such 60 day period (or any mutually agreed upon extension thereof), the Indemnified Party shall be free to pursue such remedies as may be available to it.

6.15 Third Party Claims.

(1) Rights of Indemnifying Party. In the event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have the right, at its expense, to participate in but not control the negotiation, settlement or defence of the Third Party Claim, which control shall rest at all times with the Indemnified Party (except as otherwise described in Section 6.15(4)), unless the Indemnifying Party:

in which case the Indemnifying Party may assume such control at its expense through counsel of its choice; provided, however, that notwithstanding the foregoing, the Indemnifying Party shall not be permitted to assume control of the negotiation, settlement or defence of the Third Party Claim if: (A) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; (B) there is a reasonable probability that such Third Party Claim would result in monetary damages or payments in excess of 100% of the amount for which the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to this Article 6; (C) such Third Party Claim involves criminal liability; (D) such Third Party Claim is by a current material customer or supplier of the Business, the Purchaser or its Affiliates; or (E) such Third Party Claim concerns Indemnified Taxes discussed in Section 6.15(4).

(2) Respective Rights on Indemnifying Party’s Assumption of Control. If the Indemnifying Party elects to assume control as contemplated in Section 6.15(1), the Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party’s out-of-pocket expenses incurred as a result of such assumption. The Indemnified Party shall continue to 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 at its expense or unless the named parties to any action or proceeding include both the

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Indemnifying Party and the Indemnified Party and a 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), in which case the fees and disbursements of such counsel shall be paid by the Indemnifying Party. The Indemnified Party shall co-operate with the Indemnifying Party so as to permit the Indemnifying Party to conduct such negotiation, settlement and defence and for this purpose shall preserve all relevant documents in relation to the Third Party Claim, allow the Indemnifying Party access on reasonable notice to inspect and take copies of all such documents and require its personnel to provide such statements as the Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of the Third Party Claim.

(3) Lack of Reasonable Diligence. If, having elected to assume control as contemplated by Section 6.15(1), the Indemnifying Party thereafter fails to conduct the negotiation, settlement or defence of the relevant Third Party Claim with reasonable diligence, then 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.

(4) Joint Control for Certain Tax Claims. The Vendors and the Purchaser’s Indemnified Parties shall jointly control and participate in the negotiation, settlement and defence of (a) any Third Party Claim relating to Taxes for any Straddle Period and (b) any Third Party Claim relating partly to Pre-Closing Tax Periods and partly to other tax periods. Neither the Vendors nor the Purchaser’s Indemnified Parties shall settle any such Third Party Claim without the written consent of the other, which consent shall not be unreasonably withheld or delayed.

(5) Commercially Necessary Payments Prior to Settlement. If any Third Party Claim is of a nature such that it is necessary in the reasonable view of the Indemnified Party acting in a manner consistent with reasonable commercial practices, in respect of (A) a Third Party Claim by a customer relating to products or services supplied by the Business or (B) a Third Party Claim relating to any Contract which is necessary to the ongoing operations of the Business or any material part thereof in order to avoid material damage to the relationship between the Indemnified Party and any of its major customers or to preserve the rights of the Indemnified Party under such Contract, to make a payment to any Person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related Legal Proceedings, as the case may be, then the Indemnified Party may make such payment and the Indemnifying Party shall, promptly after demand by the Indemnified Party, reimburse the Indemnified Party for such payment, provided that such payments (other than any payments to, or by Order of, any Governmental Authority) shall be reasonable in the circumstances. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party.

(6) Compulsory Payments Prior to Settlement.

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(7) Other Rights of Indemnified Party. If the Indemnifying Party does not, or is not permitted to, assume control of the defence of any Third Party Claim pursuant to Section 6.15(1), the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. 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.

6.16 Interest on Damages. The amount of any Damages which is subject to indemnification hereunder shall bear interest from and including the date the Indemnified Party was notified of the claim for Damages at the Prime Rate calculated from and including such date to but excluding the date reimbursement of such Damages by the Indemnifying Party is made, compounded monthly, and the amount of such interest shall be deemed to be part of such Damages.

6.17 Set-off. The Purchaser shall be entitled to set off the amount of any Damages subject to indemnification under this Agreement against any other amounts payable by the Purchaser to the Vendors whether under this Agreement or otherwise. Without limiting the generality of the foregoing sentence, the Vendor acknowledges and agrees that the amount of any Damages subject to indemnification under this Agreement may be paid and satisfied in accordance with section 6.3(b) of the Limited Partnership Agreement.

6.18 Cooperation. Each Indemnified Party and Indemnifying Party shall reasonably cooperate and assist each other in determining the validity of any claim for indemnity by an Indemnified Party and otherwise in resolving such matters. Such assistance and cooperation will include providing reasonable access to information, records and documents relating to such matters and furnishing employees to assist in the investigation, defence and resolution of such matters.

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ARTICLE 7

COVENANTS

7.1 Investigation. During the Interim Period, and upon reasonable written notice (which notice may be provided by email only) to the Vendors, the Vendors shall give, or cause to be given, to the Purchaser and its Representatives full access during normal business hours to the Business and the property and assets of the Partnership, including the Books and Records, the Contracts, the Property Documents, the Real Property and the property subject to Premises Leases to conduct such investigations, inspections, surveys or tests thereof and of the financial and legal condition of the Partnership and its predecessors as the Purchaser deems necessary or desirable to familiarize itself with such properties, assets and other matters. Without limiting the generality of the foregoing, the Purchaser shall be permitted complete access during normal business hours, to all documents relating to information scheduled or required to be disclosed under this Agreement and to the Employees. Such investigations, inspections, surveys and tests shall be carried out during normal business hours and without undue interference with the operations of the Partnership and the Business, and the Vendors shall co-operate fully in facilitating such investigations, inspections, surveys and tests and shall furnish copies of all such documents and materials relating to such matters as may be reasonably requested by or on behalf of the Purchaser. The Vendors shall cause the Partnership to execute and deliver any authorizations required to permit such investigations, inspections, surveys and tests.

7.2 Transaction Personal Information. The Purchaser shall collect Transaction Personal Information prior to Closing only as necessary for purposes related to the transactions contemplated by this Agreement, including in connection with its investigations of the Business, the Partnership, and its property and assets, and shall not disclose Transaction Personal Information to any Person other than to its Representatives who are evaluating and advising on the transactions contemplated by this Agreement. 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 Transaction Personal Information for purposes other than those for which such Transaction Personal Information was collected by the Vendors or the Partnership prior to the Closing, and shall give effect to any withdrawal of consent made in accordance with Privacy Law.

The Purchaser shall protect and safeguard the Transaction Personal Information against unauthorized collection, use or disclosure, as provided by Privacy Law. The Purchaser shall cause its Representatives to observe the terms of this Section 7.2 and to protect and safeguard Transaction Personal Information in their possession. If either of the Vendors or the Purchaser terminates this Agreement as provided herein, the Purchaser shall promptly deliver to the Vendors all Transaction Personal Information in its possession or in the possession of any of its Representatives, including all copies, reproductions, summaries or extracts thereof.

7.3 Environmental Investigations. Without limiting the generality of the provisions of Section 7.1, during the Interim Period the Purchaser and its Representatives shall be permitted, during reasonable business hours, with reasonable prior written notice (which notice may be delivered by email only) to the Vendors, access to the Real Property and the property subject to Premises Leases for the purpose of making soil, ground water, environmental or other tests, measurements or surveys in, on or below the Real Property and the property subject to Premises Leases or for the purpose of conducting or causing to be conducted an environmental assessment, provided that such testing or assessment is conducted in accordance with accepted industry practices, all Environmental Laws and in a manner which does not unduly interfere with the operations of the Business. The Purchaser shall, upon completion of its investigations, tests or surveys, restore or cause to be restored the surface of the Real Property and the property subject to Premises Leases to substantially the same condition as exists on the date hereof, if the transactions contemplated by this Agreement are not completed, to the extent that such investigations, tests or surveys have altered the surface of such property and without limiting the generality of the foregoing, the Purchaser shall ensure that all groundwater monitoring wells installed by or at the request of the Purchaser are abandoned and reclaimed in accordance with

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all Environmental Laws. Such tests, investigations, surveys and environmental assessment shall be at the Purchaser’s sole expense. The Vendors shall deliver to the Purchaser, within five Business Days after a request therefor, letters of authorization directed to any Governmental Authority having jurisdiction over the Real Property or the property subject to the Premises Leases, authorizing such Governmental Authority to inspect that aspect of the Real Property or the property subject to the Premises Leases under its jurisdiction and to advise the Purchaser of any defects or non-compliance with matters under the jurisdiction of such Governmental Authority.

7.4 Confidentiality.

(1) Information To Be Confidential. Each Recipient shall treat confidentially and not disclose, and shall cause each of its Representatives to treat confidentially and not disclose, other than as expressly contemplated by this Agreement, any Confidential Information of a Discloser.

(2) Use Of Confidential Information. A Recipient may disclose Confidential Information only to those of its Representatives who need to know such Confidential Information for the purpose of implementing the transaction contemplated by this Agreement. No Recipient shall use, nor permit its Representatives to use, Confidential Information for any other purpose nor in any way that is, directly or indirectly, detrimental to the applicable Discloser.

(3) Required Disclosure. If a Recipient or any of its Representatives receives a request or is legally required to disclose all or any part of the Confidential Information of a Discloser, such Recipient shall (a) immediately notify the Discloser of the request or requirement, (b) consult with the Discloser on the advisability of taking legally available steps to resist or narrow the request or lawfully avoid the requirement, and (c) if requested by the Discloser, take all necessary steps to seek a protective order or other appropriate remedy. If a protective order or other remedy is not available, or if the Discloser waives compliance with the provisions of this Section 7.4(3), (i) the Recipient receiving the request for disclosure or its Representatives, as the case may be, may disclose to the Person requiring disclosure only that portion of the Confidential Information which such Recipient is advised by opinion of counsel is legally required to be disclosed, and (ii) such Recipient shall not be liable for such disclosure unless such disclosure was caused by or resulted from a previous disclosure by such Recipient or its Representatives not permitted by this Agreement.

(4) Return or Destruction. Following the termination of this Agreement in accordance with the provisions of this Agreement, each Recipient shall (and shall cause each of its Representatives to) (a) return promptly to the Discloser all physical copies of the Confidential Information of the Discloser, excluding Notes, then in such Recipient’s possession or in the possession of its Representatives, (b) destroy all (i) electronic copies of such Confidential Information, and (ii) Notes (including electronic copies thereof) prepared by such Recipient or any of its Representatives, in a manner that ensures the same may not be retrieved or undeleted by such Recipient or any of its Representatives, and (c) deliver to the Discloser a certificate executed by one of the Recipient’s duly authorized senior officers indicating that the requirements of this Section 7.4(4) have been satisfied in full.

7.5 Risk of Loss. If before the Closing all or any portion of the property or assets of the Partnership are lost, damaged or destroyed or are expropriated or seized by any Governmental Authority or any other Person in accordance with Applicable Law or if notice of any such expropriation or seizure shall have been given in accordance with Applicable Law, the Purchaser, in its sole discretion, shall have the option, exercisable by notice to the Vendors given prior to the Closing Time:

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7.6 Action During Interim Period.

(1) Operate in Ordinary Course. During the Interim Period, the Vendors shall cause the Partnership to operate the Business in the Ordinary Course of Business in compliance with Applicable Law and the terms and conditions of all Contracts, and in a manner that maintains relations with Employees and the suppliers, customers and landlords of the Partnership in accordance with past custom and practice.

(2) Negative Covenants. During the Interim Period, the Vendors shall ensure that the General Partner and the Partnership do not take any action that if taken prior to the date hereof would have caused the representation and warranty in Section 3.3(37) to be incorrect.

7.7 Exclusive Dealings. During the Interim Period, neither the Vendors nor any of their Representatives or shareholders shall directly or indirectly in any manner:

any proposal or discussions for or in connection with any possible sale of any of the Interests or of the Business, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of the Vendors, by sale or license of all or any significant part of the property and assets of the Partnership or of the Vendors, or by any merger or other business combination involving the Vendors or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). The Vendors shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Period of any proposal for an Alternative Transaction or any requests for any information relating to the Vendors, the Business, the Partnership, or for access to the properties, books or records of the Partnership by any Person which has informed either of the Vendors that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. The Vendors shall be responsible for any breach by their Representatives or shareholders of any of the provisions of this Section 7.7. The Vendors acknowledge that a breach by either Vendor, their Representatives or shareholders of this Section 7.7 would result in damages to the Purchaser and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendors agree that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.7.

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7.8 Consents and Approvals. Commencing forthwith after the date hereof the Vendors shall use all commercially reasonable efforts to obtain, at or prior to the Closing Time, all Consents and Regulatory Approvals.

7.9 Notice of Certain Matters and Updates to Information. During the Interim Period, the Vendors shall promptly upon becoming aware, give written notice to the Purchaser of: (a) the occurrence of any event that causes any representation and warranty of the Vendors contained in this Agreement to be untrue or inaccurate, and (b) any failure of the Vendors to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Vendors hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.9 shall not limit or otherwise affect any remedies available to the Purchaser. The Vendors shall update on or before the 5^th Business Day prior to Closing, by amendment or supplement, the Schedules to this Agreement and any other disclosure in writing from the Vendors to the Purchaser as a result of any new or conflicting information coming to the attention of the Vendors. The Purchaser shall not be obligated to accept any such amendment or supplement, and receipt by the Purchaser of any such amendment or supplement, or of any notice from the Vendors pursuant to this Section 7.9, shall not be deemed to be a waiver or release by the Purchaser of any provision of this Agreement.

7.10 Preparation of Tax Returns.

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7.11 Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Parties and their counsel in respect of Tax matters arising under this Agreement (“Tax Matters”), including:

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7.12 Tax Elections. The Vendors and the Purchaser intend that the conditions set out in subsection 56.4(7) of the ITA have been met such that subsection 56.4(5) of the ITA applies to any “restrictive covenants” (as defined in subsection 56.4(1) of the ITA) granted by the Vendors pursuant to the Non-Competition Agreement (in this Section 7.12, the “Non-Competition Covenants”). For greater certainty: (a) for the purposes of paragraph 56.4(7)(d) of the ITA, no proceeds will be attributable, allocable, received or receivable by the Vendors for granting the Non-Competition Covenants other than $1.00; (b) the Non-Competition Covenants are integral to this Agreement and have been granted to maintain or preserve the fair market value of the Interests; and (c) the Purchaser would not purchase the Interests without having the benefit of the Non-Competition Covenants. The Purchaser will, where applicable and within five Business Days of a written request from each Vendor to do so, make jointly with such Vendor one or more elections pursuant to or in respect of subsection 56.4(7) of the ITA in the required manner and using a form prescribed for such purposes (if applicable) and otherwise reasonably acceptable to their respective counsels, as will cause subsection 56.4(5) of the ITA to apply to the Non-Competition Covenants granted by the Vendor. Other than $1.00, such election will reflect that the Parties have allocated no consideration to the restrictive covenant.

7.13 Parks Canada Submission. As soon as practicable, but in any event no later than 4:00 p.m. (Mountain Time) on May 29, 2019, the Vendors shall, have prepared and, submitted to the Parks Canada Agency all material documents, instruments and materials which, in the Vendors’ reasonable opinion, are necessary or desirable to submit to the Parks Canada Agency in connection with seeking the Parks Canada Agency consent to the transactions contemplated by this Agreement; provided always that (a) the Vendors will not be liable to any other Party for any delay or failure to perform this obligation due (i) to acts of any Governmental Authority (including but not limited to the Parks Canada Agency), or (ii) circumstances which are beyond the reasonable control of the Vendors, and (b) nothing in this Section 7.13 is intended to, or should in any way be interpreted as, affecting, excusing, or in any way diminishing, the Vendors’ obligations under Section 7.8 of this Agreement.

7.14 Purchaser Cooperation. The Purchaser shall provide to the Vendors such cooperation and assistance as may be reasonably necessary or desirable, in the Purchaser’s reasonable opinion, in order for the Vendors to fully comply with their obligations in Section 7.13. In particular, the Purchaser shall have prepared and submitted to the Parks Canada Agency, with Vendors’ reasonable cooperation and assistance, the Letter of Undertaking (as defined in the Share Purchase Agreement).

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7.15 Co-Operation Regarding Letter of Undertaking. The Vendors and the Purchaser hereby acknowledge that the preparation and submission of the Letter of Undertaking to the Parks Canada Agency is their joint responsibility. Each of the Vendors and the Purchaser shall provide the other such Party with reasonable cooperation and assistance in the preparation and submission of the Letter of Undertaking to the Parks Canada Agency.

ARTICLE 8

TERMINATION

8.1 Grounds for Termination.

This Agreement may be terminated on or prior to the Closing Date:

8.2 Effect of Termination. If this Agreement is terminated:

ARTICLE 9

GENERAL

9.1 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 in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement (including the fees and disbursements of legal counsel, bankers, investment bankers, accountants, brokers and other advisers).

9.2 Public Announcements. Except to the extent otherwise required by Applicable Law or with the prior consent of the other Parties, none of the Parties shall make any public announcement regarding this Agreement or the transactions contemplated by this Agreement.

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9.3 Notices.

(1) Mode of Giving Notice. 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 (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent by fax, e-mail (return receipt requested) or other similar means of electronic communication, in each case to the applicable address set out below:

Jas-Day Jasper GP Holding Corp.

c/o John Day Developments

2300 Enbridge Centre

10175 – 101 Street NW

Edmonton, Alberta T5J 0H3

Attention: John Day, President and Managing Director

E-mail address: ***@***

- and -

Lobstick Lodge, 9

4 Geikie St

Jasper, Alberta T0E 1E0

Attention: Frankie Kim, Chief Financial Officer

E-mail address: ***@***

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

Bennett Jones LLP

3200 TELUS House, South Tower

10020 – 100^th Street

Edmonton, Alberta T5J 0N3

Attention: Enzo J. Barichello, Q.C.

E-mail address: ***@***

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The Sawridge Hotels Limited Partnership

c/o Sawridge Management Corporation

17416 – 111 Avenue NW

Edmonton, Alberta, T5S 0A2

Attention: John MacNutt, CEO

E-mail address: ***@***

- and -

Lobstick Lodge, 9

4 Geikie St

Jasper, Alberta T0E 1E0

Attention: Frankie Kim, Chief Financial Officer

E-mail address: ***@***

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

Bennett Jones LLP

3200 TELUS House, South Tower

10020 – 100^th Street

Edmonton, Alberta T5J 0N3

Attention: Enzo J. Barichello, Q.C.

E-mail address: ***@***

Banff-Jasper Collection Holding Corp.

1401 17^th Street, Suite 400

Denver, Colorado 80202

U.S.A

E-mail address: ***@***

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

Blake, Cassels & Graydon LLP

199 Bay Street

Suite 4000, Commerce Court West

Toronto, Ontario M5L 1A9

Canada

Attention: Michael D. Stevenson

E-mail address: ***@***

(2) Deemed Delivery of Notice. 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 faxing, e-mailing or 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, faxed, e-mailed or sent before 4:30 p.m. 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.

(3) Change of Address. Any Party may from time to time change its address under this Section 9.3 by notice to the other Parties given in the manner provided by this Section 9.3.

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

9.5 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 the other Parties 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.

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9.6 Entire Agreement. This Agreement together with the Unanimous Shareholder Agreement, the Amended Limited Partnership Agreement, the Non-Competition Agreement and the Management Services Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, (including (i) the letter of intent between the Jas-Day and Brewster Inc. d/b/a Pursuit dated November 29, 2018 and (ii) the letter of intent between Jas-Day Jasper LP Holding Corp. and Sawridge LP dated January 17, 2019). 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, the Unanimous Shareholders’ Agreement, the Amended Limited Partnership Agreement, the Non-Competition Agreement or the Management Services Agreement.

9.7 Amendment. No amendment of this Agreement shall be effective unless made in writing and signed by the Parties.

9.8 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 or Parties 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 the other Party or Parties. The waiver by a Party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that 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).

9.9 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

9.10 Remedies Cumulative. The rights, remedies, powers and privileges herein provided to a Party are cumulative and in addition to and not exclusive of or in substitution for any rights, remedies, powers and privileges otherwise available to that Party.

9.11 Attornment. Each Party agrees (a) that any Legal Proceeding relating to this Agreement may (but need not) be brought in any court of competent jurisdiction in the Province of Alberta, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such Alberta court; (b) that it irrevocably waives any right to, and shall not, oppose any such Legal Proceeding in the Province of Alberta 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 an Alberta court as contemplated by this Section 9.11. Each of the Parties irrevocably appoints the following Persons as its agent to receive on its behalf service of summons and any other legal process which may be served in any Legal Proceeding:

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For the Purchaser:

Blake, Cassels & Graydon LLP

855 – 2^nd Street SW

Suite 3500, Bankers Hall East Tower

Calgary, Alberta T2P 4J8

Canada

Attention: Michael D. Stevenson

E-mail address: ***@***

with a copy to:

Banff-Jasper Collection Holding Corp.

1401 17^th Street, Suite 400

Denver, Colorado 80202

U.S.A

E-mail address: ***@***

For the Vendors:

Bennett Jones LLP

3200 TELUS House, South Tower

10020 – 100^th Street

Edmonton, Alberta T5J 0N3

Attention: Enzo J. Barichello, Q.C.

E-mail address: ***@***

with a copy to:

Jas-Day Jasper GP Holding Corp.

c/o John Day Developments

2300 Enbridge Centre

10175 – 101 Street NW

Edmonton, Alberta T5J 0H3

Attention: John Day, President and Managing Director

E-mail address: ***@***

- and -

Lobstick Lodge, 9

4 Geikie St

Jasper, Alberta T0E 1E0

Attention: Frankie Kim, Chief Financial Officer

E-mail address: ***@***

- and -

Sawridge General Counsel, Michael R. McKinney Q.C.

c/o Sawridge Management Corporation

17416 – 111 Avenue NW

Edmonton, Alberta, T5S 0A2

E-mail address: ***@***

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with a copy to:

The Sawridge Hotels Limited Partnership

c/o Sawridge Management Corporation

17416 – 111 Avenue NW

Edmonton, Alberta, T5S 0A2

Attention: John MacNutt, CEO

E-mail address: ***@***

Such service may be made by mailing or delivering a copy of such process to the applicable party in care of its agent at the address given in this Section 9.11 and each of the Parties hereby irrevocably authorizes and directs the respective agents to accept such service on their behalf. If and to the extent that such service and any summons or other legal process cannot for any reason be effected upon the applicable agent as in this Agreement provided, each of the Parties further irrevocably consents to the service of any and all legal process in any such Legal Proceeding by the mailing of copies of such process in the manner specified in Section 9.3. Nothing in this Section 9.11 shall affect the rights of the Parties to serve legal process in any other manner permitted by Applicable Law.

9.12 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the Province of Alberta and the Laws of Canada applicable in such Province and this Agreement shall be treated, in all respects, as an Alberta contract.

9.13 Successors and Assigns; Assignment. This Agreement shall enure to the benefit of, and be binding on, the Parties and their respective successors 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. Notwithstanding the foregoing, the Purchaser may assign or transfer all or any part of its rights and obligations under this Agreement to an Affiliate of the Purchaser without written consent, provided that no such assignment or transfer shall relieve the Purchaser of its obligations under this Agreement.

9.14 Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties, and except as specifically provided for in Section 6.13, 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.

9.15 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both 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 facsimile, e-mail in pdf format or by other electronic transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving Parties.

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

[Remainder of page intentionally left blank. Signature page follows.]

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[Signature Page – Share and Unit Purchase Agreement]