Share Purchase Agreement



 EXHIBIT 10.2 
 SHARE PURCHASE AGREEMENT 
 BETWEEN 
 SOUTHERN GRAPHIC SYSTEMS-CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN-CANADA, CO. 
 AND 
 JANKO HERAK 
 AND 
 ADRIANNE HERAK 
 AND 
 ADRIANNE HERAK TRUST 
 AND 
 C. J. K. PHOTO ENGRAVERS LIMITED 
 MADE AS OF 
 January 2, 2008

 McCarthy Tétrault LLP 







 TABLE OF CONTENTS 
  


					
	 ARTICLE 1 - INTERPRETATION
	  	1
	 1.01
	  	 Definitions
	  	1
	 1.02
	  	 Headings
	  	7
	 1.03
	  	 Extended Meanings
	  	8
	 1.04
	  	 Statutory References
	  	8
	 1.05
	  	 Accounting Principles
	  	8
	 1.06
	  	 Currency
	  	8
	 1.07
	  	 Schedules
	  	8
		
	 ARTICLE 2 - SALE AND PURCHASE
	  	9
	 2.01
	  	 Shares to be Sold and Purchased
	  	9
	 2.02
	  	 Purchase Price
	  	9
	 2.03
	  	 Working Capital Adjustment
	  	10
	 2.04
	  	 Net Assets Adjustment
	  	11
	 2.05
	  	 Payment of Purchase Price
	  	11
	 2.06
	  	 Non-Compete Filing
	  	12
		
	 ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
	  	12
	 3.01
	  	 Vendor’s Representations and Warranties
	  	12
	 3.02
	  	 Purchaser’s Representations and Warranties
	  	26
		
	 ARTICLE 4 - COVENANTS
	  	27
	 4.01
	  	 Taxes
	  	27
	 4.02
	  	 Covenants of the Vendors
	  	27
	 4.03
	  	 Examination of Records and Assets
	  	29
	 4.04
	  	 Covenants of the Purchaser
	  	29
		
	 ARTICLE 5 - CONDITIONS AND TERMINATION
	  	29
	 5.01
	  	 Conditions for the Benefit of the Purchaser
	  	29
	 5.02
	  	 Conditions for the Benefit of the Vendors
	  	32
	 5.03
	  	 Waiver of Condition
	  	33
	 5.04
	  	 Termination
	  	33
	 5.05
	  	 Effect of Termination
	  	34
		
	 ARTICLE 6 - CLOSING ARRANGEMENTS
	  	34
	 6.01
	  	 Closing
	  	34
	 6.02
	  	 Deliveries and Confidentiality
	  	34
		
	 ARTICLE 7 - INDEMNIFICATION
	  	35
	 7.01
	  	 Survival
	  	35
	 7.02
	  	 Indemnification by the Vendors
	  	35
	 7.03
	  	 Indemnification by the Purchaser
	  	37
	 7.04
	  	 Environmental Indemnity
	  	38
	 7.05
	  	 Indemnification Claims
	  	39
	 7.06
	  	 After Tax Basis
	  	43









					
	 7.07
	  	 Adjustment to Purchase Price
	  	43
	 7.08
	  	 Indemnification Claims
	  	43
		
	 ARTICLE 8 - GENERAL
	  	44
	 8.01
	  	 Tax Matters
	  	44
	 8.02
	  	 Further Assurances
	  	45
	 8.03
	  	 Time of the Essence
	  	46
	 8.04
	  	 Fees and Commissions
	  	46
	 8.05
	  	 Public Announcements
	  	46
	 8.06
	  	 Benefit of the Agreement
	  	46
	 8.07
	  	 Entire Agreement
	  	46
	 8.08
	  	 Amendments and Waivers
	  	46
	 8.09
	  	 Assignment
	  	47
	 8.10
	  	 Notices
	  	47
	 8.11
	  	 No Third Party Beneficiaries
	  	48
	 8.12
	  	 Governing Law
	  	48
	 8.13
	  	 Attornment
	  	48
	 8.14
	  	 Counterparts
	  	48
	 8.15
	  	 Facsimiles
	  	49

  

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 SHARE PURCHASE AGREEMENT 
 THIS AGREEMENT is made as of January 2, 2008 
 BETWEEN 
 Southern Graphic Systems-Canada, Co./Systèmes Graphiques Southern-Canada, Co., a corporation incorporated
under the laws of Nova Scotia (the “Purchaser”) 
 - and - 
 Janko Herak, of the City of Toronto in the Province of Ontario (“Janko”) 
 - and - 
 Adrianne Herak, of the City of Toronto in the Province of Ontario
(“Adrianne”) 
 - and - 
 Adrianne Herak Trust, a trust established under the laws of the Province of Ontario (“Adrianne Trust”) 
 - and -

 C. J. K. Photo Engravers Limited, a corporation incorporated under the laws of the Province of Ontario (“CJK”, and
together with Janko, Adrianne and Adrianne Trust, the “Vendors”) 
 WHEREAS the Vendors are the beneficial and
registered owner of the Shares; 
 AND WHEREAS the Vendors desire to sell and the Purchaser desires to purchase the Shares upon and
subject to the terms and conditions set out in this Agreement; 
 NOW THEREFORE, in consideration of the covenants and agreements
herein contained, the parties agree as follows: 
 ARTICLE 1—INTERPRETATION 
  

	1.01	Definitions 

 In this Agreement, unless
something in the subject matter or context is inconsistent therewith: 
 “1043497” means 1043497 Ontario Limited. 
 “1043497 Shares” means all of the outstanding shares in the capital of 1043497. 







 “Accredited Investor” means an accredited investor within the meaning of National Instrument 45-106
Prospectus and Registration Exemptions. 
 “Affiliate” means, with respect to any person, any other person that controls or is controlled by
or is under common control with the referent person and, for purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of its management or
policies, whether through the ownership of voting securities, by contract or otherwise. 
 “Agreement” means this agreement, including its
recitals and schedules, as amended from time to time. 
 “Advance Ruling Certificate” means an advance ruling certificate issued by the
Commissioner of Competition pursuant to section 102 of the Competition Act with respect to the transactions contemplated by this Agreement. 
 “Applicable Law” means 
  

	(i)	any applicable domestic law including any statute, subordinate legislation or treaty; and 

  

	(ii)	any applicable guideline, by-law, directive, rule, standard, requirement, policy, order, judgment, injunction, award or decree of a Governmental Authority, in each case having the
force of law, including common law. 

 “Benefit Plans” means every benefit plan, program, agreement or arrangement (whether
written or unwritten) maintained, contributed to, or provided by each of Tri-Ad, 1043497, Flex-Art or C&W for the benefit of any their employees, former employees or dependent or independent contractors, as applicable, or their respective
dependants or beneficiaries, including all bonus, deferred compensation, incentive compensation, share purchase, share option, stock appreciation, phantom stock, savings, profit sharing, severance or termination pay, health or other medical, life,
disability or other insurance (whether insured or self-insured), supplementary unemployment benefit, pension, retirement and supplementary retirement plans, programs, agreements and arrangements, except for any statutory plans to which Tri-Ad,
1043497, Flex-Art or C&W is obliged to contribute or comply including the Canada/Québec Pension Plan, or plans administered pursuant to applicable federal or provincial health, worker’s compensation or employment insurance
legislation. 
 “Business” means the business currently carried on by 1043497, C&W, Flex-Art and Tri-Ad. 
 “Business Day” means a day other than a Saturday, Sunday or statutory holiday in Toronto, Ontario. 
 “C&W” means Cooper & Williamson Inc. 
 “C&W Shares” means all of the outstanding shares of C&W. 
 “CJK Transactions” means the subscription by
CJK for shares of 1043497 in exchange for the $7,872,000 promissory note dated May 31, 2004 issued by 1043497 to CJK. 
  

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 “Claims” means all losses, damages, expenses, liabilities, claims and demands of whatever nature or kind
including all reasonable legal fees (on a solicitor and his own client) and disbursements. 
 “Closing Date” means January 2, 2008 or
such other date as may be agreed to in writing by the Vendors and the Purchaser. 
 “Commissioner of Competition” means the Commissioner of
Competition appointed pursuant to the Competition Act. 
 “Competition Act” means the Competition Act (Canada). 
 “Competition Act Compliance” means: 
  

	(i)	the issuance of an Advance Ruling Certificate; 

  

	(ii)	the Purchaser, 1043497 and C&W have given the notice required under section 114 of the Competition Act with respect to the transactions contemplated by this Agreement and the
applicable waiting period under section 123 of the Competition Act has expired or been waived in accordance with the Competition Act; or 

  

	(iii)	the obligation to give the requisite notice has been waived pursuant to subsection 113(c) of the Competition Act. 

 “CRA” means the Canada Revenue Agency. 
 “Defence
Counsel” has the meaning set out in Section 7.04. 
 “Defence Notice” has the meaning set out in Section 7.04.

 “Developers” has the meaning set out in Section 3.01(5)(e). 
 “Effective Time” means January 1, 2008 at 12:01 a.m. 
 “Environmental Law” means any
Applicable Law relating to pollution, the protection of the environment or occupational health and safety, including Applicable Laws relating to the following (to the extent that they relate to the protection of the environment and/or occupational
health and safety): 
  

	(i)	the generation, treatment, Release, disposal, storage, transportation, investigation, remediation, use of or exposure to Hazardous Substances; 

  

	(ii)	reporting, licensing, permitting, investigating, remediating and cleaning up in connection with any presence or Release, or the threat of the same, of Hazardous Substances; and


  

	(iii)	the manufacture, processing, use, treatment, storage, disposal, transport, handling of Hazardous Substances. 

  

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 “Environmental Liabilities” means all matters for which the Purchaser is entitled to be indemnified
pursuant to Article 7, including any indemnification that the Purchaser would have received but for Sections 7.02 or 7.04. 
 “Estimated Net
Assets” has the meaning set out in Section 2.04(1). 
 “Estimated Working Capital” has the meaning set out in
Section 2.03(1). 
 “Financial Statements” means the compiled, combined balance sheets, statements of retained earnings, statements of
income and statements of cash flows for Tri-Ad, C&W, Flex-Art and 1043497, each for the 12 month periods ended January 31, 2007 with respect to Flex-Art, September 30, 2007 with respect to 1043497 and C&W and May 31, 2007 with
respect to Tri-Ad. 
 “Flex-Art” means Flex-Art Design Inc. 
 “Governmental Authority” means any domestic or foreign legislative, executive, judicial or administrative body or person having jurisdiction in the relevant circumstances. 
 “Hazardous Substance” means any substance or material that is prohibited, controlled or regulated by any Governmental Authority pursuant to
Environmental Laws including pollutants, contaminants, dangerous goods or substances, toxic or hazardous substances or materials, wastes (including solid non-hazardous wastes and subject wastes), petroleum and its derivatives and by-products and
other hydrocarbons, all as defined in or pursuant to any Environmental Law. 
 “Indemnitee” has the meaning set out in Section 7.04.

 “Indemnitor” has the meaning set out in Section 7.04. 
 “Intellectual Property” means intellectual property of any nature and kind including all domestic and foreign trade-marks, business names, trade names, domain names, trading styles, patents, trade
secrets, software, industrial designs and copyrights, whether registered or unregistered, and all applications for registration thereof, and inventions, formulae, recipes, product formulations, processes and processing methods, technology and
techniques, and know-how. 
 “Inventories” means all inventories of the Corporation which are of merchantable quality and reasonably fit for
the purpose intended including all finished goods, work in progress, raw materials and spare parts. 
 “Investment Canada Act” means the
Investment Canada Act (Canada). 
 “Investment Canada Act Approval” means that the Purchaser has been advised in writing that the
Minister designated under the Investment Canada Act is satisfied, or the Minister is deemed to be satisfied, that the acquisition of the Shares contemplated by this Agreement is likely to be of net benefit to Canada. 
 “knowledge” means, with respect to the Vendors, the actual knowledge of Janko and Adrianne, after due inquiry by each of them of the appropriate
directors and officers of 1043497, C&W, Flex-Art and Tri-Ad. 
  

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 “Lands” means all freehold and leasehold property and interests therein described in Schedule 1.01A
including all rights of way, licences or rights of occupation, easements or other similar rights of the Corporation in connection with such freehold and leasehold property. 
 “Lease” means the Industrial Lease between Lore Sales and Investments Ltd. and Purchaser entered into on the date hereof in respect of 2/10 Dorchester and 18 Dorchester and the
Industrial Lease between Adrianne and Purchaser entered into on the date hereof in respect of 14 Dorchester. 
 “Licensed Intellectual
Property” means all Intellectual Property other than shrink-wrap software that is used by Tri-Ad, 1043497, Flex-Art or C&W but owned by another party. 
 “Material Adverse Change” or “Material Adverse Effect” means, when used in connection with each of Tri-Ad, 1043497, Flex-Art or C&W or its respective business, any change, event, violation, inaccuracy,
circumstance or effect that is or could reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition, results of operations of Tri-Ad, 1043497, Flex-Art or C&W, taken as a whole, other than as a
result of: (i) changes adversely affecting the Canadian and/or United States economy (so long as such person is not disproportionately affected thereby); (ii) changes adversely affecting the industry in which such person operates (so long
as such person is not disproportionately affected thereby); (iii) the announcement or pendency of the transactions contemplated by this Agreement; (iv) changes in laws; or (v) acts of war and terrorism. 
 “Net Assets” means total assets minus total liabilities (it being acknowledged that the parties do not intend for the Purchaser to acquire any debt in
the transactions contemplated by this Agreement other than intercompany debt (current and long term) between 1043497, Tri-Ad, Flex-Art and/or C&W or any ordinary course payables included in current liabilities). 
 “Net Assets Statement” has the meaning set out in Section 2.04(2). 
 “Non-Compete” means the agreement described in Section 5.01(l). 
 “Owned Intellectual
Property” means all Intellectual Property that is owned by Tri-Ad, 1043497, Flex-Art or C&W. 
 “Owned Software” means all
Software that is owned by Tri-Ad, 1043497, Flex-Art or C&W. 
 “Permits” means all permits, consents, waivers, licences, certificates,
approvals, authorizations, registrations, franchises, rights, privileges, quotas and exemptions, or any item with a similar effect, issued or granted by any Governmental Authority under or pursuant to Applicable Laws. 
 “Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated
organization, trust, body corporate, Governmental Authority, and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or other legal representative. 
 “Personal Information” means the type of information regulated by Privacy Laws and collected, used, disclosed or retained by the Corporations including
information regarding the Corporation’s customers, suppliers, employees and agents, such as an individual’s name, address, age, gender, identification number, income, family status, citizenship, employment, assets, liabilities, source of
funds, payment records, credit information, personal references and health records. 
  

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 “Pre-Existing Liability” means all liabilities of 1043497, Tri-Ad, C&W and/or Flex-Art, known or
unknown, actual, asserted or unasserted, based on or arising out of circumstances or events occurring on or before the Closing Date, except liabilities reflected (and then only to the extent reflected or reserved against) in the Financial
Statements, or arising in the ordinary course of business after the date of the applicable Financial Statements or Environmental Liabilities. 
 “Privacy Laws” means all applicable federal and provincial laws governing the collection, use, disclosure and retention of Personal Information, including the Personal Information Protection and Electronic Documents
Act (Canada). 
 “Privacy Policies” means all privacy, data protection and similar policies adopted or used by the Corporation in
respect of Personal Information, including any complaints process. 
 “Purchase Price” has the meaning set out in Section 2.02.

 “Purchaser Indemnitees” has the meaning set out in Section 7.02(1). 
 “Release” means any release or discharge of any Hazardous Substance including any discharge, spray, injection, inoculation, abandonment, deposit, spillage, leakage, pouring, emission, emptying,
throwing, dumping, placing, exhausting, escape, dispensing or disposal. 
 “Shares” means the 1043497 Shares and the C&W Shares.

 “Software” means all software relating to the Business including the computer programs known by the names as set out in
Schedule 1.01, including all versions thereof, and all related documentation, manuals, source code and object code, program files, data files, computer related data, field and data definitions and relationships, data definition specifications,
data models, program and system logic, interfaces, program modules, routines, sub-routines, algorithms, program architecture, design concepts, system designs, program structure, sequence and organization, screen displays and report layouts, and all
other material related to such software. 
 “Subsidiary” means, with respect to any person, any corporation or other person of which
securities or other interests having the power to elect a majority of that corporation’s or other person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation
or other person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) are held by the referent person or one or more of its Subsidiaries; when used without reference to a
particular person, “Subsidiary” means a Subsidiary of either of the Corporations. 
 “Tax Act” means the Income Tax
Act (Canada). 
 “Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, duties, imposts,
levies, assessments, tariffs and other charges imposed, assessed or collected by a Governmental Authority including: (i) any gross income, net income, gross receipts, business, royalty, capital, capital gains, goods and services, value added,
severance, stamp, franchise, occupation, 

  

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premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, licence, profits, windfall profits,
environmental, payroll, employment, employer health, pension plan, anti-dumping, countervail, excise, severance, stamp, occupation, or premium tax; (ii) all withholdings on amounts paid to or by the relevant person; (iii) all employment
insurance premiums, Canada, Quebec and any other pension plan contributions or premiums; (iv) any fine, penalty, interest, or addition to tax; (v) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or
any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency, or fee; and (vi) any liability for any of the foregoing as a transferee, successor, guarantor, or by contract or by operation of
law. 
 “Tax Returns” means all returns, reports, declarations, statements, bills, schedules, forms or written information of, or in respect
of, Taxes that are, or are required to be, filed with or supplied to any Taxation Authority. 
 “Taxation Authority” means any domestic or
foreign government, agency or authority that is entitled to impose Taxes or to administer any applicable Tax legislation. 
 “Third Party
Proceedings” has the meaning set out in Section 7.04. 
 “Toronto Lands” means the lands with the municipal addresses 2/10
Dorechester, 18 Dorechester and 14 Dorechester, each in Toronto, Ontario. 
 “Tri-Ad” means Tri-Ad Graphic Communications Ltd., a
wholly-owned subsidiary of 1043497. 
 “Vendor Indemnitees” has the meaning set out in Section 7.03(1). 
 “Working Capital” means the current assets of 1043497, Tri-Ad, C&W and Flex-Art less the current liabilities of 1043497, Tri-Ad, C&W and
Flex-Art, all calculated in accordance with generally accepted accounting principles consistently applied at the close of business as of the Closing Date (it being acknowledged that the parties do not intend for the Purchaser to acquire any debt in
the transaction contemplated by this Agreement, other than intercompany debt (current and long-term) between 1043497, Tri-Ad, Flex-Art and/or C&W or any ordinary course payables included in current liabilities). 
 “Working Capital Statement” has the meaning set out in Section 2.03(2). 
  

	1.02	Headings 

 The division of this Agreement
into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and
similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules
are to Articles and Sections of and Schedules to this Agreement. 
  

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	1.03	Extended Meanings 

 In this Agreement words
importing the singular number include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited liability companies, general and limited
partnerships, associations, trusts, unincorporated organizations, joint ventures and Governmental Authorities. The term “including” means “including without limiting the generality of the foregoing” and the term “third
party” means any person other than the Vendor, the Corporations and the Purchaser. 
  

	1.04	Statutory References 

 In this Agreement,
unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and
includes any regulations made thereunder. 
  

	1.05	Accounting Principles 

 Wherever in this
Agreement reference is made to a calculation to be made or an action to be taken in accordance with generally accepted accounting principles or “GAAP”, such reference will be deemed to be to the generally accepted accounting principles
from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, applicable as at the date on which such calculation or action is made or taken or required to be made or taken. 
  

	1.06	Currency 

 All references to currency herein
are to lawful money of Canada. 
  

	1.07	Schedules 

 The following are the Schedules
to this Agreement: 
  

					
	Schedule 2.02	 		 	Purchase Price Allocation
	Schedule 2.06	 	—  	 	Non-Compete Filing
	Schedule 3.01(1)(c)	 	—  	 	Share Terms
	Schedule 3.01(2)(b)	 	—  	 	Accrued, Contingent and Other Material Liabilities
	Schedule 3.01(2)(e)	 	—  	 	Director, Officer, Employee and Shareholder Indebtedness
	Schedule 3.01(3)(a)	 	—  	 	Permitted Encumbrances
	Schedule 3.01(4)(a)	 	—  	 	Contracts and Commitments
	Schedule 3.01(4)(c)	 		 	Guarantees
	Schedule 3.01(4)(d)	 		 	Real Property Leases
	Schedule 3.01(4)(e)	 	—  	 	Subsidiaries
	Schedule 3.01(5)	 	—  	 	Intellectual Property
	Schedule 3.01(5)(i)	 	—  	 	Exceptions to Intellectual Property
	Schedule 3.01(5)(d)	 	—  	 	Licenses to use Licensed Intellectual Property
	Schedule 3.01(6)	 	—  	 	Employment Disclosure

  

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	Schedule 3.01(7)(c)	 	—  	 	Investigations Regarding Personal Information
	Schedule 3.01(8)	 	—  	 	Benefit Disclosure
	Schedule 3.01(9)(a)	 	—  	 	Restrictions on Uses of Leased Property
	Schedule 3.01(9)(b)	 	—  	 	Real Property
	Schedule 3.01(9)(c)	 	—  	 	Leases
	Schedule 3.01(10)(a)	 	—  	 	Exception to Compliance with Environmental Laws
	Schedule 3.01(10)(b)	 	—  	 	Environmental Permits
	Schedule 3.01(10)(d)	 	—  	 	Environmental Convictions
	Schedule 3.01(10)(e)	 	—  	 	Condition of Soil and Groundwater
	Schedule 3.01(10)(g)	 	—  	 	Environmental Reports
	Schedule 3.01(11)(a)	 	—  	 	Tax Matters
	Schedule 3.01(12)(a)	 	—  	 	Actions, Suits and Proceedings
	Schedule 3.01(12)(b)	 	—  	 	Compliance with Laws and Licenses
	Schedule 3.01(12)(c)	 	—  	 	Permits and Assets
	Schedule 3.01(12)(d)	 	—  	 	Insurance Policies
	Schedule 3.01(12)(i)	 	—  	 	Consents and Approvals
	Schedule 3.01(12)(j)	 	—  	 	Indebtedness of Tri-Ad, 1043497, Flex-Art and C&W
	Schedule 3.01(12)(k)	 	—  	 	Bank Accounts
	Schedule 5.01(l)	 	—  	 	Non-Compete
	Schedule 5.01(m)	 	—  	 	Consulting Agreement
	Schedule 5.01(n)	 	—  	 	New Leases
	Schedule 5.01(o)	 	—  	 	Purchaser Employment Agreements
	Schedule 5.01(p)	 	—  	 	Irrevocable Letter of Credit
	Schedule 5.01(q)	 	—  	 	Opinion of Vendors’ Counsel

 The Parties agree that the Vendors may unilaterally amend any of the Schedules at any time prior
to the Closing Date by providing a written copy of the applicable amended Schedule or Schedules together with a copy of such Schedule or Schedules marked to show the applicable amendments, in accordance with Section 8.10. In the event
that the Vendors amend any Schedule, the Purchaser’s sole remedy will be to terminate this Agreement by providing written notice to the Vendors in accordance with Section 8.10; provided that there shall be no penalty, monetary or
otherwise, imposed against the Purchaser for so terminating the Agreement. In the event that this Agreement is so terminated, all future obligations of the parties under this Agreement will terminate, except that the obligations under
Section 8.04 will survive. 
 ARTICLE 2—SALE AND PURCHASE 
  

	2.01	Shares to be Sold and Purchased 

 Upon and
subject to the terms and conditions hereof, the Vendors will sell the Shares to the Purchaser and the Purchaser will purchase the Shares from the Vendors, as of the Effective Time. 
  

	2.02	Purchase Price 

 The purchase price payable
to the Vendors for the Shares (such amount being hereinafter referred to as the “Purchase Price”) will be $22,000,000, subject to adjustment as provided in Section 2.03, 2.04 and 2.05. The Purchase Price will be allocated in
accordance with Schedule 2.02. 
  

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	2.03	Working Capital Adjustment 

 (1) The
Purchase Price has been determined on the basis that 1043497, Tri-Ad, C&W and Flex-Art together will have Working Capital of not less than $4,516,895 (the “Estimated Working Capital”) at the Effective Time, including not less
than $1,300,000 in cash. The preceding sentence notwithstanding, Estimated Working Capital will be increased by the amount of any accruals for incentive compensation payable to Janko. 
 (2) Within 60 days after the Closing Date, the Vendors will prepare and deliver to the Purchaser an unaudited statement setting out (by separate
line-item) the Working Capital for 1043497, Tri-Ad, C&W and Flex-Art as at the Effective Time (the “Working Capital Statement”) with the assets and liabilities included therein valued in accordance with generally accepted
accounting principles. Inventories will be confirmed as at the close of business on the Closing Date by a physical stock-taking supervised jointly by representatives of the Vendors and representatives of the Purchaser. If requested by the Purchaser,
the Vendors will permit the Purchaser and its auditors or other representatives to review the working papers and other documentation used or prepared in connection with the preparation of, or which otherwise form the basis of, the Working Capital
Statement. The Purchaser will provide to the Vendors, or will allow the Vendors access to, the documentation and materials reasonably necessary or desirable to prepare the Working Capital Statement as soon as reasonably practicably upon request of
the Vendor. 
 (3) If the Purchaser gives written notice to the Vendors that it disputes the Working Capital Statement within 30 days
after the Working Capital Statement is given to the Purchaser and the parties cannot reach agreement on the Working Capital Statement within 30 days after such notice of dispute is given, the dispute will be referred for determination by arbitration
to a senior audit partner at the Toronto office of an auditor that is reasonably acceptable to all parties chosen by the managing partner of such office. The determination by such arbitrator will be made within 20 Business Days of such referral and
will be final and binding on both parties. The costs of the arbitrator will be borne equally by the Vendors and the Purchaser. 
 (4)
If the Working Capital as determined by the parties or the arbitrator, as the case may be, exceeds the Estimated Working Capital, the Purchaser will pay the amount of the difference (less any shortfall in cash included in Working Capital below
$1,300,000) to the Vendors by wire transfer of immediately available funds to an account specified by the Vendors within five Business Days after the determination and the Purchase Price will be adjusted accordingly. If the Working Capital as so
determined is less than the Estimated Working Capital, the Vendors will pay the amount of the difference (plus any shortfall in cash included in Working Capital below $1,300,000) to the Purchaser by wire transfer of immediately available funds to an
account specified by the Purchaser within five Business Days after the determination and the Purchase Price will be adjusted accordingly. 
  

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	2.04	Net Assets Adjustment 

 (1) The
Purchase Price has been determined on the basis that 1043497, Tri-Ad, C&W and Flex-Art together will have Net Assets of not less than $5,943,833 (the “Estimated Net Assets”) at the Effective Time. The preceding sentence
notwithstanding, Estimated Net Assets will be increased by the amount of any accruals for incentive compensation payable to Janko. 
 (2)
Within 60 days after the Closing Date, the Vendors will prepare and deliver to the Purchaser an unaudited statement setting out (by separate line-item) the Net Assets for 1043497, Tri-Ad, C&W and Flex-Art as at the Effective Time (the
“Net Assets Statement”) with the assets and liabilities included therein valued in accordance with generally accepted accounting principles. Inventories will be confirmed as at the close of business on the Closing Date by a physical
stock-taking supervised jointly by representatives of the Vendors and representatives of the Purchaser. If requested by the Purchaser, the Vendors will permit the Purchaser and its auditors or other representatives to review the working papers and
other documentation used or prepared in connection with the preparation of, or which otherwise form the basis of, the Net Assets Statement. Purchaser will provide to the Vendors, or allow the Vendors access to, the documentation and materials
reasonably necessary or desirable to prepare the Net Assets Statement as soon as reasonably practicably upon request of the Vendors. 
 (3) If the Purchaser gives written notice to the Vendors that it disputes the Net Assets Statement within 30 days after the Net Assets Statement is given to the Purchaser and the parties cannot reach agreement on the Net Assets
Statement within 30 days after such notice of dispute is given, the dispute will be referred for determination by arbitration to a senior audit partner at the Toronto office of an auditor reasonably acceptable to all parties chosen by the managing
partner of such office. The determination by such arbitrator will be made within 20 Business Days of such referral and will be final and binding on both parties. The costs of the arbitrator will be borne by the party losing the majority of the
amount at issue in the arbitration. 
 (4) If the Net Assets as determined by the parties or the arbitrator, as the case may be,
exceeds the Estimated Net Assets, the Purchaser will pay the amount of the difference to the Vendors by wire transfer of immediately available funds to an account specified by the Vendors within five Business Days after the determination and the
Purchase Price will be adjusted accordingly. If the Net Assets as so determined are less than the Estimated Net Assets, the Vendors will pay the amount of the difference to the Purchaser by wire transfer of immediately available funds to an account
specified by the Purchaser within five Business Days after the determination and the Purchase Price will be adjusted accordingly. 
  

	2.05	Payment of Purchase Price 

 The Purchase
Price will be payable as follows: 
  

	 	(a)	as to $7,872,000 by the delivery to CJK at the Time of Closing of a certified cheque or bank draft payable at par in Toronto or by wire transfer at the Time of Closing of
immediately available funds to an account specified by CJK; and 

  

	 	(b)	as to $14,128,000 to the Vendors other than CJK at the Time of Closing of a certified cheque or bank draft payable at par in Toronto or by wire transfer at the Time of Closing of
immediately available funds to an account specified by the other Vendors. 

  

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	2.06	Non-Compete Filing 

 The Vendors and the
Purchaser will, subject to Applicable Law and administrative practice, execute and file on a timely basis and in the required manner and using a form reasonably acceptable to their respective counsel, and on the prescribed form (if and when
available), an election to have proposed paragraph 56.4(3)(c) of the Tax Act (or such similar provision as is or may be enacted) apply to the amount of the consideration attributable to the Non-Compete set out in Schedule 2.06 and the Vendors
and the Purchaser will prepare their respective Tax Returns consistent with such joint election. If the Purchaser and the Vendors subsequently mutually determine, or any Taxation Authority having jurisdiction alleges, that the consideration paid to
the Vendors that can reasonably be regarded as attributable to such Non-Compete is not the amount allocated by the parties in Schedule 2.06, after consultation with such Taxation Authority, the consideration attributable to the Non-Compete will
be adjusted as between the consideration for the Shares and the Non-Compete (the “Reallocation”). Thereafter, the consideration paid to the Vendors for the Shares and the consideration paid to the Vendors for the Non-Compete will be
deemed to be and always to have been the corresponding amounts under the Reallocation and the Vendors and the Purchaser will amend their elections or make such further elections as may be necessary. The Vendors and the Purchaser will make any
required elections under corresponding provincial or territorial law and the foregoing provisions will apply mutatis mutandis in respect thereof. 
 ARTICLE 3—REPRESENTATIONS AND WARRANTIES 
  

	3.01	Vendor’s Representations and Warranties 

 Each of the Vendors represents and warrants to the Purchaser that: 
  

	 	(1)	Corporate 

  

	 	(a)	Each of Tri-Ad, 1043497, Flex-Art and C&W is a corporation duly incorporated, organized and subsisting under the laws of its jurisdiction of incorporation with the corporate
power to own its assets and to carry on its business and has made all necessary filings under all applicable corporate, securities and Taxation laws or any other Applicable Laws, except where individually or in the aggregate, the failure to make
such filings would not result in a Material Adverse Effect. 

 (b) 
  

	 	(i)	The authorized capital of 1043497 consists of an unlimited number of class A special shares, an unlimited number of class B special shares, an unlimited number of class C special
shares, an unlimited number of class A common shares and an unlimited number of class B common shares, of which, of which 1,000,000 class A special shares, 1,000,000 class B special shares, 7,872,000 class C special shares, 1,000 class A common
shares and no class B common shares have been validly issued and are outstanding as fully paid and non-assessable. 

  

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	 	(ii)	The authorized capital of C&W consists of an unlimited number of common shares and 50,000 class A shares of which 6,000 common shares and no class A shares have been validly
issued and are outstanding as fully paid and non-assessable. 

  

	 	(iii)	The authorized capital of Flex-Art consists of an unlimited number of class “A”, “B”, “C”, “D”, “E”, “F”, “G”,
“H”, “I”, “J” and “K” shares of which 100 class “A” shares, 3,734 class “F” shares and 125 class “J” shares and no class “B”, “C”, “D”,
“E”, “G”, “H” “I” and “K” have been validly issued and are outstanding as fully paid and non-assessable. 

  


	 	(iv)	The authorized capital of Tri-Ad consists of an unlimited number of common shares of which three have been validly issued and are outstanding as fully paid and non-assessable.


  

	 	(c)	The rights, privileges, restrictions and conditions attached to: (i) the class A special shares, class B special shares, class C special shares, class A common shares and class
B common shares of 1043497; (ii) the common shares and the class A shares of C&W; (iii) the common shares of Flex-Art; and (iv) the common shares of Tri-Ad are as set out in Schedule 3.01(1)(c). 

  

	 	(d)	Janko is the beneficial and registered owner of 1,000,000 class A special shares and 1,000,000 class B special shares, Adrianne Herak Trust is the beneficial and registered owner of
1,000 class A common shares and CJK is the beneficial and registered owner of 7,872,000 class C special shares, at the Time of Closing, the 1043497 Shares will be free and clear of all liens, charges, encumbrances and any other rights of others.
1043497 has no assets, liabilities or investments other than its ownership interest in Tri-Ad. 

  

	 	(e)	Adrianne is the beneficial and registered owner of the C&W Shares free and clear of all liens, charges, encumbrances and any other rights of others. C&W has no Subsidiaries
and no ownership interest in any other Person. 

  

	 	(f)	All of the issued and outstanding shares of Tri-Ad are owned by 1043497, free and clear of all liens, charges, encumbrances and any other rights of others. Tri-Ad has no
Subsidiaries and no ownership interest in any other Person other than Flex-Art. 

  

	 	(g)	All of the issued and outstanding shares of Flex-Art are owned by Tri-Ad, and, at the Time of Closing, such shares will be free and clear of all liens, charges, encumbrances and any
other rights of others. Flex-Art has no Subsidiaries and no ownership interest in any other Person. 

  

	 	(h)	Adrianne Trust is a trust established and existing under the laws of the Province of Ontario, and has taken all action required to enter into, execute and deliver this Agreement and
to authorize the completion of the transactions contemplated hereby. 

  

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	 	(i)	CJK is a corporation duly incorporated, organized and subsisting under the laws of the Province of Ontario and has taken all action required to enter into, execute and deliver this
Agreement and to authorize the completion of the transactions contemplated hereby. 

  

	 	(j)	Each of the Vendors has the power, authority and right to enter into and deliver this Agreement and, on the Closing Date, to transfer the legal and beneficial title and ownership of
the Shares to the Purchaser free and clear of all liens, charges, encumbrances and any other rights of others. 

  

	 	(k)	This Agreement constitutes a valid and legally binding obligation of each of the Vendors, enforceable against them in accordance with its terms subject to applicable bankruptcy,
insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.


  

	 	(l)	There is no contract, option, warrant or any other right of another binding upon or which at any time in the future may become binding upon: 

  

	 	(i)	either of the Vendors to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than pursuant to the provisions of this
Agreement; 

  

	 	(ii)	Tri-Ad, 1043497, Flex-Art or C&W to allot or issue any of the unissued shares of such Corporation or to create any additional class of shares; or 

  

	 	(iii)	Tri-Ad, 1043497, Flex-Art or C&W to sell, transfer, assign, pledge, mortgage or in any other way dispose of or encumber any of the assets of such Corporation other than pursuant
to purchase orders accepted by it in the usual and ordinary course of business. 

  

	 	(m)	Neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendors will result in the violation of:


  

	 	(i)	any of the provisions of the constating documents or by-laws of Tri-Ad, 1043497, Flex-Art or C&W; 

  

	 	(ii)	any agreement or other instrument to which the Vendors, Tri-Ad, 1043497, Flex-Art or C&W is a party or by which the Vendors, Tri-Ad, 1043497, Flex-Art or C&W is bound; or


  

	 	(iii)	any Applicable Law binding on or applicable to the Vendors, Tri-Ad, 1043497, Flex-Art or C&W. 

  

	 	(2)	Financial 

  

	 	(a)	The books and records of each of Tri-Ad, 1043497, Flex-Art and C&W present fairly and disclose in all material respects the financial position of each of them, and all material
financial transactions of each of them have been accurately recorded 

  

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in such books and records and, to the extent possible, such books and records have been prepared in accordance with generally accepted accounting principles
consistently applied. 


  

	 	(b)	None of Tri-Ad, 1043497, Flex-Art or C&W has any accrued, contingent or other material liabilities except for: (i) liabilities set out or reflected in the Financial
Statements; (ii) normal liabilities that have been incurred by it since the date of the applicable Financial Statements in the ordinary course of business and consistent with past practices; and (iii) liabilities described in
Schedule 3.01(2)(b). For the avoidance of any doubt, any incurrence of indebtedness shall not be considered to be in the ordinary course of business. 

  


	 	(c)	Since the date of the applicable Financial Statements the businesses of Tri-Ad, 1043497, Flex-Art and C&W have been carried on in their usual and ordinary course and none of
them has entered into any transaction out of the usual and ordinary course of business. For the avoidance of any doubt, any incurrence of indebtedness shall not be considered to be in the ordinary course of business. 

  

	 	(d)	Except as disclosed in Schedule 3.01(2)(d), since the date of the applicable Financial Statements there has been no Material Adverse Change in Tri-Ad, 1043497, Flex-Art or
C&W. 

  

	 	(e)	At the Time of Closing, no current or former director, officer, shareholder or employee of Tri-Ad, 1043497, Flex-Art or C&W or any person not dealing at arm’s length within
the meaning of the Tax Act with any such person or with Tri-Ad, 1043497, Flex-Art or C&W is indebted to Tri-Ad, 1043497, Flex-Art or C&W, respectively, nor is Tri-Ad, 1043497, Flex-Art of C&W indebted to any such person, except for
ordinary unpaid employment related amounts or such indebtedness as is disclosed in Schedule 3.01(2)(e). 

  

	 	(3)	Condition of Assets 

  

	 	(a)	Each of Tri-Ad, 1043497, Flex-Art and C&W is the owner, with good title to all assets owned by it, of all assets owned by it and shown or reflected on the applicable balance
sheet (except for assets disposed of in the usual and ordinary course since the date of the applicable Financial Statements or acquired since the date of the applicable Financial Statements) including the Owned Intellectual Property, free and clear
of all liens, charges, encumbrances and any other rights of others other than those set out in Schedule 3.01(3)(a) or as otherwise disclosed herein. 

  

	 	(b)	The accounts receivable of each of Tri-Ad, 1043497, Flex-Art and C&W are good accounts receivable collectible within 90 days, subject to an allowance for doubtful accounts that
is calculated in accordance with generally accepted accounting principles and in accordance with past practice and are not subject to any defence, counterclaim or set-off. 

  

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	 	(c)	All machinery and equipment owned or used by Tri-Ad, 1043497, Flex-Art and C&W have been properly maintained and are in good working order for the purposes of on-going
operation, subject to ordinary wear and tear for machinery and equipment of comparable age and except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. 

  

	 	(d)	All of the Inventories are of merchantable quality and reasonably fit for their usual purpose. 

  

	 	(e)	There are no outstanding orders, notices or similar requirements relating to Tri-Ad, 1043497, Flex-Art or C&W issued by any Governmental Authority and there are no matters under
discussion with any Governmental Authority relating to orders, notices or similar requirements. 

  

	 	(f)	Except as set out in Schedule 3.01(3)(f), no single capital expenditure in excess of $250,000 or capital expenditures in the aggregate in excess of $250,000 have been made or
authorized by any of Tri-Ad, 1043497, Flex-Art or C&W since the date of the applicable Financial Statements. 

  

	 	(g)	No dividends have been declared or paid on or in respect of the Shares or the shares of Tri-Ad, 1043497, Flex-Art or C&W and no other distribution on any of its securities or
shares has been declared or made by Tri-Ad, 1043497, Flex-Art or C&W since the date of the applicable Financial Statements and all dividends which to the date hereof have been declared or paid by Tri-Ad, 1043497, Flex-Art or C&W have been
duly and validly declared or paid. 

  

	 	(4)	Contracts and Commitments 

  

	 	(a)	None of Tri-Ad, 1043497, Flex-Art or C&W is a party to any contract or commitment outside the usual and ordinary course of business that extends for a period of time longer than
three months or involving expenditures by it in the aggregate in excess of $25,000, except such contracts or commitments as are listed in Schedule 3.01(4)(a). 

  

	 	(b)	None of Tri-Ad, 1043497, Flex-Art or C&W is in default or breach of any contract or commitment to which it is a party and there exists no condition, event or act that, with the
giving of notice or lapse of time or both, would constitute such a default or breach, and all such contracts and commitments are in good standing and in full force and effect without amendment thereto and Tri-Ad, 1043497 or C&W, as applicable,
is entitled to all benefits thereunder. 

  

	 	(c)	Except as disclosed in Schedule 3.01(4)(c), none of Tri-Ad, 1043497, Flex-Art or C&W is a party to or bound by any guarantee, indemnification, surety or similar obligation.


  

	 	(d)	Except as disclosed in Schedule 3.01(4)(d), none of Tri-Ad, 1043497, Flex-Art or C&W is a party to any lease or agreement in the nature of a lease for real property,
whether as lessor or lessee. 

  

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	 	(e)	Except for Tri-Ad in the case of 1043497 and as set forth on Schedule 3.01(4)(e), none of Tri-Ad, 1043497, Flex-Art or C&W has any subsidiaries or any agreements, options
or commitments to acquire any securities of any corporation or to acquire or lease any real property or assets other than, in the latter case, those assets that are to be used in the usual and ordinary course of business. 


 

	 	(f)	There is no agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, for the purchase from Tri-Ad, 1043497, Flex-Art or C&W of
its business or any of its assets other than in the usual and ordinary course of business. 

  

	 	(5)	Intellectual Property 

  

	 	(a)	Set forth in Schedule 3.01(5) is a list of all domestic and foreign: (i) issued patents and pending patent applications; (ii) trademark and service mark registrations
and applications for registration thereof; (iii) copyright registrations and applications for registration thereof; and (iv) material unregistered trademarks and service marks, in each case that are owned by Tri-Ad, 1043497, Flex-Art or
C&W (the “Scheduled Intellectual Property”), including for each item listed in (i) through (iii) as applicable, the owner, the jurisdiction, the serial/application number, the patent or registration number, the filing
date, and the issuance or registration date. Tri-Ad, 1043497, Flex-Art or C&W, as the case may be, owns or has a valid right to use all Intellectual Property that is used, or held for use, in the conduct of its Business. With respect to each
item of Scheduled Intellectual Property, except as set forth in Schedule 3.01(5)(i) each of Tri-Ad, 1043497, Flex-Art or C&W, as the case may be: (i) is the sole owner and possesses all right, title, and interest in and to the item;
(ii) such person has not granted to any person (other than Tri-Ad, 1043497, Flex-Art and/or C&W) any license, option or other rights in or to such item; and (iii) such person has not received written notice of any pending or threatened
action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand that challenges the legality, validity, enforceability, registrations, use, or ownership of the item. 

  

	 	(b)	No person has submitted a claim, demand or other notice in writing to any of Tri-Ad, 1043497, Flex-Art or C&W, as the case may be, that the conduct of the latter is infringing,
misappropriating, diluting or otherwise violating any Intellectual Property owned by such person and, except as would not, individually or in the aggregate, have a Material Adverse Effect, none of Tri-Ad, 1043497, Flex-Art or C&W is infringing,
misappropriating, diluting or otherwise violating the Intellectual Property rights of any person. 

  

	 	(c)	Except as would not, individually or in the aggregate, have a Material Adverse Effect, during the past two years (or earlier, if not resolved) no person has infringed,
misappropriated, diluted or otherwise violated any Intellectual Property rights of Tri-Ad, 1043497, Flex-Art or C&W. 

  

 - 17 - 









	 	(d)	Except as set out in Schedule 3.01(5)(d), there is no Licensed Intellectual Property used in the Business. 

  

	 	(e)	To the knowledge of the Vendors, there are no actions, suits or claims pending or threatened that claim that the Owned Software violates the intellectual property rights of any
third party. 

  

	 	(6)	Employees 

  

	 	(a)	Schedule 3.01(6) sets forth a complete and accurate list of the directors, officers, employees, consultants and independent contractors of Tri-Ad, 1043497, Flex-Art or C&W,
including: 

  

	 	(i)	their position/title; 

  

	 	(ii)	their status (i.e., full time, part time, temporary, casual, seasonal, co-op student); 

  


	 	(iii)	their age; 

  

	 	(iv)	their total length of employment including any employment with any predecessor company or companies that would affect calculation of years of service for any purpose; and


  

	 	(v)	whether any employees are on any approved or statutory leave of absence, and, if so, the reason for such absence and the expected date of return. 

  

	 	(b)	The Vendors have provided the Purchaser with a copy of each material employment, consulting or independent contractor agreement relating to Tri-Ad, 1043497, Flex-Art or C&W.


  

	 	(c)	Tri-Ad, 1043497, Flex-Art and C&W are and have been operated in all material respects in compliance with all Applicable Law relating to employees, consultants and independent
contractors. 

  

	 	(d)	There is no proceeding, action, suit or claim pending or threatened involving any employees, consultant or independent contractor of Tri-Ad, 1043497, Flex-Art or C&W.


  

	 	(e)	None of Tri-Ad, 1043497, Flex-Art or C&W is a party, either directly, voluntarily or by operation of law, to any collective agreement, letter of understanding, letter of intent
or other written communication with any bargaining agent, trade union or association which may qualify as a trade union, which would apply to any employees of Tri-Ad, 1043497, Flex-Art or C&W. 

  

	 	(f)	 There are no outstanding or, to the knowledge of the Vendor, threatened unfair labour practices, complaints or applications for certification or to be declared as a
related or successor employer of any kind, including any proceedings which would 



  

 - 18 - 









	 	 
result in certification of a trade union as bargaining agent for employees of Tri-Ad, 1043497, Flex-Art or C&W, and there have not been any such
proceedings within the last three years. 


  

	 	(g)	All vacation pay for employees of Tri-Ad, 1043497, Flex-Art and C&W is properly reflected and accrued in the books and accounts of Tri-Ad, 1043497, Flex-Art or C&W, as
applicable. 

  

	 	(h)	To the knowledge of the Vendors, there are no threatened or apparent union organizing activities involving any employees of Tri-Ad, 1043497, Flex-Art or C&W.


  

	 	(i)	None of Tri-Ad, 1043497, Flex-Art or C&W has any labour problems that might materially affect the value of Tri-Ad, 1043497, Flex-Art or C&W or lead to any interruption of
any of their operations at any location. 

  

	 	(7)	Privacy Laws 

  

	 	(a)	Despite any other provision in this Agreement, the Vendors make no representations and warranties in respect of Personal Information or compliance with Privacy Laws except as set
forth in this Section 3.01(7)(a). The representations and warranties contained in Section 3.01(11)(b) also apply with reference to the compliance of Tri-Ad, 1043497, Flex-Art or C&W Privacy Laws. Each of Tri-Ad, 1043497, Flex-Art or
C&W have a written privacy policy and code of practice and procedure that complies with all applicable Privacy Laws that govern the collection, use and disclosure of Personal Information or, if required under applicable Privacy Laws, information
about entities other than identifiable individuals. To the knowledge of the Vendors, Tri-Ad, 1043497, Flex-Art or C&W are in material compliance with their privacy policies, which all comply with all applicable Privacy Laws.


  

	 	(b)	There are no restrictions on the collection, use, disclosure and retention of the Personal Information by Tri-Ad, 1043497, Flex-Art or C&W except as provided by Privacy Laws and
the Privacy Policies of Tri-Ad, 1043497, Flex-Art or C&W, as applicable. 

  

	 	(c)	There are no investigations, inquiries, actions, suits, claims, demands or proceedings, whether statutory or otherwise, pending, ongoing, or to the Vendors’ knowledge,
threatened, with respect to the collection, use, disclosure or retention of the Personal Information by Tri-Ad, 1043497, Flex-Art or C&W. 

  

	 	(d)	No decision, judgment or order, whether statutory or otherwise, is pending or has been made, and no notice has been given pursuant to any Privacy Laws, requiring Tri-Ad, 1043497,
Flex-Art or C&W to take (or to refrain from taking) any action with respect to the Personal Information. 

  

	 	(8)	Benefit Plans 

  

	 	(a)	Schedule 3.01(8) sets forth a complete and accurate list of all Benefit Plans. 

  

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	 	(b)	Except as set out in Schedule 3.01(8): 

  

	 	(i)	The Vendors have provided the Purchaser with a copy of each Benefit Plan, funding agreements and service provider contracts or other contracts in respect of the Benefit Plan in
respect of which Tri-Ad, 1043497, Flex-Art or C&W may have liability, and any other material document that supports each Benefit Plan, and no promises or commitments have been made by Tri-Ad, 1043497, Flex-Art or C&W to amend any Benefit
Plan. 

  

	 	(ii)	All Benefit Plans have been established, registered and qualified, and are and have been administered, funded and invested in all material respects in accordance with the terms of
such Benefit Plans and all Applicable Laws. 

  

	 	(iii)	To the knowledge of the Vendors, no event has occurred respecting any Benefit Plan which would: (A) result in the revocation of the registration of the Benefit Plan;
(B) entitle any person (without consent of Tri-Ad, 1043497, Flex-Art or C&W) to wind up or terminate the Benefit Plan, in whole or in part; (C) result in the Benefit Plan being placed under the administration of any trustee or any
regulatory authority; (D) result in the Benefit Plan being required to pay any material Taxes (except in the ordinary course of business) or penalties under any Applicable Law; or (E) otherwise reasonably be expected to adversely affect
the tax status of the Benefit Plan. 

  

	 	(iv)	None of the Benefit Plans provide for benefit increases, or the acceleration of vesting or funding obligations or an increase thereof that are contingent upon, or will be triggered
by, the completion of the transactions contemplated herein. 

  

	 	(v)	There are no unfunded liabilities in respect of any Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable.


  

	 	(vi)	None of the Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependants of such
employees. 

  

	 	(vii)	There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or threatened involving any Benefit Plan or its assets.


  

	 	(viii)	None of the Benefit Plans require or permit a retroactive increase in premiums or payments, and the level of insurance reserves, if any, under any self-insured Benefit Plan is
reasonable and sufficient to provide for all incurred but unreported claims. 

  

 - 20 - 









	 	(9)	Realty 

  

	 	(a)	Except as disclosed in Schedule 3.01(9)(a), the operations of Tri-Ad, 1043497, Flex-Art and C&W from the Lands are not subject to any restriction or limitation and are not
in contravention of any Applicable Law. 

  

	 	(b)	Except as set forth in Schedule 3.01(9)(b), none of Tri-Ad, 1043497, Flex-Art or C&W beneficially or legally own an interest in any freehold or leasehold property.


  

	 	(c)	Except as set forth in Schedule 3.01(9)(c), none of Tri-Ad, 1043497, Flex-Art or C&W is a party to any other offer to lease, lease or agreement to lease for real property.


  

	 	(d)	The Lands are serviced by all private and public utility services that are necessary for the operations of Tri-Ad, 1043497, Flex-Art and C&W on the Lands.


  

	 	(10)	Environmental 

  

	 	(a)	Except as disclosed in Schedule 3.01(10)(a), each of the businesses of Tri-Ad, 1043497, Flex-Art and C&W, as carried on by them, and each of their assets are in compliance
in all material respects with all Environmental Laws; 

  

	 	(b)	Schedule 3.01(10)(b) contains a complete list of all environmental Permits used in or required to carry on the businesses of Tri-Ad, 1043497, Flex-Art and C&W in their
usual and ordinary course and such environmental Permits are in full force and effect, unless otherwise indicated in Schedule 3.01(10)(b). 

  

	 	(c)	None of the Lands has been used by Tri-Ad, 1043497, Flex-Art or C&W for or to the Vendors’ knowledge has been designated as a waste disposal site. 


 

	 	(d)	Except as disclosed in Schedule 3.01(10)(d), none of Tri-Ad, 1043497, Flex-Art or C&W has been convicted of an offence or been subjected to any judgment, injunction or
other proceeding or been fined or otherwise sentenced for non-compliance with any Environmental Laws, and it has not settled any prosecution or other proceeding short of conviction in connection therewith. 

  

	 	(e)	Except as disclosed in Schedule 3.01(10)(e), to the Vendors’ knowledge, there are no matters that relate to the condition of the soil or the groundwater that would have a
Material Adverse Effect on Tri-Ad, 1043497, Flex-Art or C&W (whether at, on or below the Lands or any adjoining properties). 

  

	 	(f)	None of Tri-Ad, 1043497, Flex-Art or C&W has received written notice that it or its predecessor companies are actually or potentially responsible for any remedial action under
any Environmental Law; 

  

	 	(g)	Tri-Ad, 1043497, Flex-Art and C&W have provided the Purchaser with copies of all environmental assessments or audits relating to Tri-Ad, 1043497, Flex-Art and C&W that were
obtained by, or are in their possession or control, all as set forth on Schedule 3.01(10)(g); 

  

 - 21 - 









	 	(h)	The Vendor has removed the underground storage tank on the north side of the Evolution Design Works building in compliance with Applicable Laws; and 

  

	 	(i)	Except for the representations and warranties contained in Section 3.01(12)(a) and (i) which are applicable to environmental matters, all representations and warranties by
the Vendors relating to Environmental Law and other environmental matters are contained in this Section 3.01(10). 

  

	 	(11)	Taxes 

  

	 	(a)	Except as set out in Schedule 3.01(11)(a): 

  

	 	(i)	Tri-Ad, 1043497, Flex-Art and C&W have filed all Tax Returns, including any elections and designations required by or referred to in any such Tax Return, which were required to
be filed by it with any Taxation Authority prior to the date hereof. All Tax Returns filed by Tri-Ad, 104349, Flex-Art and C&W are accurate and complete in all respects; 

  

	 	(ii)	Tri-Ad, 1043497, Flex-Art and C&W have withheld any Taxes that are required by Applicable Law to be withheld and have timely paid or remitted, and will continue until the
Closing Date to pay and remit, on a timely basis, the full amount of any Taxes that have been or will be withheld, to the applicable Taxation Authority; 

  

	 	(iii)	Tri-Ad, 1043497, Flex-Art and C&W have paid all Taxes, including any amount due on or before the Closing Date, including instalments or prepayments of Taxes, which are required
to have been paid to any Taxation Authority pursuant to Applicable Law, and no deficiency with respect to the payment of any Taxes or Tax instalments has been asserted against any of them by any Taxation Authority. None of Tri-Ad, 1043497, Flex-Art
or C&W has incurred any liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any liability, whether actual or contingent, for Taxes or realized any income or gain for Tax purposes
otherwise than in the usual and ordinary course of its business. Other than Taxes provided for in the applicable balance sheet, none of Tri-Ad, 1043497, Flex-Art or C&W has any liability or obligation in respect of any Taxes for any Taxable
periods ending on or before the Closing Date, and where no Taxable period ends or is deemed to end on or immediately prior to the Closing Date, no liability or obligation for Taxes in respect of any time or event prior to the Closing Date;


  

	 	(iv)	there are no liens, charges, encumbrances or any rights of others on any of the assets of Tri-Ad, 1043497, Flex-Art and C&W that arose in connection with any failure (or alleged
failure) to pay any Tax when due; 

  

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	 	(v)	none of Tri-Ad, 1043497, Flex-Art or C&W has any outstanding assessments for Taxes, and the Vendors have no knowledge of any threatened or potential assessment or other
proceedings, negotiations or investigations in respect of Taxes, against 1043497, Tri-Ad, Flex-Art or C&W; 

  

	 	(vi)	none of Tri-Ad, 1043497, Flex-Art or C&W is a party to any agreement, waiver or arrangement with any Taxation Authority that relates to any extension of time with respect to the
filing of any Tax Return, any payment of Taxes or any assessment; 

  

	 	(vii)	no facts, circumstances or events exist or have existed that have resulted in or may result in the application of any of sections 79 to 80.04 of the Tax Act to Tri-Ad, 1043497,
Flex-Art or C&W; 

  

	 	(viii)	None of Tri-Ad, 1043497, Flex-Art or C&W is subject to liability for Taxes of any other person. None of Tri-Ad, 1043497, Flex-Art or C&W has acquired property from any
person in circumstances where it did or could become liable for any Taxes of such person. The value of the consideration paid or received by each of Tri-Ad, 1043497, Flex-Art and C&W for the acquisition, sale, transfer or provision of property
(including intangibles) or the provision of services (including financial transactions) from or to a person with whom it was not dealing at arm’s length within the meaning of the Tax Act was equal to the estimated fair market value of such
property acquired, provided or sold or services purchased or provided. None of Tri-Ad, 1043497, Flex-Art or C&W has entered into any agreement with, or provided any undertaking to, any person pursuant to which it has assumed liability for the
payment of income Taxes owing by such person; 

  

	 	(ix)	None of Tri-Ad, 1043497, Flex-Art or C&W has ever been required to file any Tax Return with, and has never been liable to pay any Taxes to, any Taxation Authority outside
Canada. No claim has ever been made by a Taxation Authority in a jurisdiction where each of Tri-Ad, 1043497, Flex-Art and C&W does not file Tax Returns that it is or may be subject to the imposition of any Tax by that jurisdiction;


  

	 	(x)	Each of Tri-Ad, 1043497, Flex-Art and C&W is duly registered with the CRA under the Excise Tax Act (Canada) for purposes of the goods and services tax
(“GST”). All input tax credits claimed by any such company for GST purposes were calculated in accordance with Applicable Law. Each of Tri-Ad, 1043497, Flex-Art and C&W has complied with all registration, reporting, payment,
collection and remittance requirements in respect of GST, Quebec Sales Tax and provincial sales tax or harmonized tax legislation; 

  

	 	(xi)	Except for reserves pertaining to SRED tax credits and fees related thereto, none of Tri-Ad, 1043497, Flex-Art or C&W has claimed any reserves for purposes of the Tax Act (or
analogous provincial or similar provisions) for the most recent Taxation year ending prior to the date hereof; 

  

 - 23 - 









	 	(xii)	None of Tri-Ad, 1043497, Flex-Art or C&W has made any payment, nor is obligated to make any payment, and is not a party to any agreement under which it could be obligated to
make any payment, that may not be deductible by virtue of section 67 or 78 of the Tax Act or any analogous provincial or similar provision; 

  

	 	(xiii)	Records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act have been made and obtained by each of Tri-Ad, 1043497, Flex-Art and C&W with
respect to all material transactions between either of them and any non-resident person with whom it was not dealing at arm’s length within the meaning of the Tax Act, during a Taxation year commencing after 1998 and ending on or before the
Closing Date; 

  

	 	(xiv)	No elections, designations or similar filings relating to Taxes have been prepared by Tri-Ad, 1043497, Flex-Art or C&W for the period from the date of the applicable Financial
Statements to the Closing Date; and 

  

	 	(xv)	The Purchaser has been provided with copies of all Tax Returns and all communications relating to the Taxes of Tri-Ad, 1043497, Flex-Art and C&W for taxation years ended after
June 1, 2003; and 

  

	 	(b)	Each of the Vendors is not a non-resident of Canada or a partnership other than a Canadian Partnership within the meaning of section 116 of the Tax Act. 

  

	 	(12)	General 

  

	 	(a)	There are no actions, suits or proceedings (whether or not purportedly on behalf of Tri-Ad, 1043497, Flex-Art or C&W): 

  

	 	(i)	pending or to the knowledge of the Vendors threatened against or adversely affecting, or which could adversely affect, Tri-Ad, 1043497, Flex-Art or C&W or any of their assets;
or 

  

	 	(ii)	before or by any Governmental Authority, 

 except such
actions, suits or proceedings as are disclosed in Schedule 3.01(12)(a). 
  

	 	(b)	 Except as set forth in Schedule 3.01(12)(b), Tri-Ad, 1043497, Flex-Art and C&W are conducting their respective businesses in compliance with all Applicable
Laws except where the failure to so comply would not individually or in the aggregate result in a Material Adverse Effect and are duly licensed, registered or qualified in all jurisdictions in which they carry on their businesses to enable them to
be carried on as now conducted and their assets to be owned, leased and operated, except where the failure to be so licensed, registered or qualified would not individually or in the aggregate result in a Material Adverse Effect and all such
licences, registrations and qualifications are valid and subsisting and in good 



  

 - 24 - 









	 	 
standing except where the failure to be so valid, subsisting and in good standing would not individually or in the aggregate result in a Material Adverse
Effect and none of the same contains any term, provision, condition or limitation that has or may have an adverse effect on the operation of its business or which may be affected by the completion of the transactions contemplated hereby.



  

	 	(c)	Attached as Schedule 3.01(12)(c) is a true and complete list of all Permits necessary or required to enable the businesses of each of Tri-Ad, 1043497, Flex-Art and C&W to
be carried on as now conducted and its assets to be owned, leased and operated. 

  

	 	(d)	Attached as Schedule 3.01(12)(d) is a true and complete list of all insurance policies maintained by each of Tri-Ad, 1043497, Flex-Art and C&W that also specifies the
insurer, the amount of the coverage, the type of insurance, the policy number and any pending claims thereunder. 

  

	 	(e)	Assuming that the Closing Date is the date of this Agreement, the aggregate value of all assets in Canada of Tri-Ad, 1043497, Flex-Art and C&W and corporations controlled by
Tri-Ad, 1043497, Flex-Art or C&W or the annual gross revenues from sales in and from Canada generated from all such assets do not exceed, in either case, $50 million as determined pursuant to subsection 110(3) of the Competition Act and Tri-Ad,
1043497, Flex-Art and C&W together with their affiliates (as defined in the Competition Act) do not have assets in Canada that exceed $50 million or annual gross revenues from sales in, from and into Canada that exceed $50 million, in
either case, as determined pursuant to section 109 of the Competition Act, provided that, for the purposes of Section 5.01(a), the assumption that the Closing Date is the date of this Agreement will not apply. 

  

	 	(f)	Each of the Vendors is a WTO investor within the meaning of the Investment Canada Act. 

  


	 	(g)	The assets owned or leased by Tri-Ad, 1043497, Flex-Art and C&W are adequate to permit the conduct of the companies’ business as it is currently being conducted and to
sustain operations at their current levels. 

  

	 	(h)	Except as set out in Schedule 3.01(4)(a), since the date of the applicable Financial Statements, none of Tri-Ad, 1043497, Flex-Art or C&W has entered into or terminated any
material contract or made any material amendment thereto. 

  

	 	(i)	Except as set forth on Schedule 3.01(12)(i) neither the execution and delivery of this Agreement by the Vendors nor the consummation of the transactions contemplated hereby
will require any consent, authorization or approval of any third party or Governmental Authority. 

  

	 	(j)	Schedule 3.01(12)(j) sets forth a complete and correct summary of the indebtedness of each of Tri-Ad, 1043497, Flex-Art and C&W for borrowed money (including any guarantees
thereof, any capital lease or any other contingent obligation with respect thereto) and of any indebtedness owed to them by their directors, officers, shareholders and employees and persons controlled (directly or indirectly) by the Vendors.


  

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	 	(k)	Schedule 3.01(12)(k) sets forth a list of each bank and its address and telephone number in which each of Tri-Ad, 1043497, Flex-Art or C&W have an account (including the
account numbers) or safe deposit box or lock box and the names of the persons currently authorized to draw thereon or to have access thereto. 

  

	3.02	Purchaser’s Representations and Warranties 

 The Purchaser represents and warrants to the Vendors that: 
  

	 	(a)	The Purchaser is an unlimited liability corporation duly incorporated, organized and subsisting under the laws of Nova Scotia. 

  

	 	(b)	The Purchaser has good and sufficient power, authority and right to enter into and deliver this Agreement and to complete the transactions to be completed by the Purchaser
contemplated hereunder. 

  

	 	(c)	This Agreement constitutes a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms subject to applicable bankruptcy,
insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.


  

	 	(d)	Neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Purchaser will result in a violation of:


  

	 	(i)	any of the provisions of the constating documents or by-laws of the Purchaser; 

  

	 	(ii)	any agreement or other instrument to which the Purchaser is a party or by which the Purchaser is bound; or 

  

	 	(iii)	any Applicable Law binding on or applicable to the Purchaser. 

  

	 	(e)	Assuming that the Closing Date is the date of this Agreement, the Purchaser together with its affiliates (as defined in the Competition Act) does not have assets in Canada that
exceed $350 million or annual gross revenues from sales in, from or into Canada that exceed $350 million, in either case, as determined pursuant to section 109 of the Competition Act, provided that, for the purposes of
Section 5.02(a), the assumption that the Closing Date is the date of this Agreement will not apply. 

  

	 	(f)	The Purchaser is a Canadian within the meaning of the Investment Canada Act. 

  

	 	(g)	The Purchaser is an Accredited Investor. 

  

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 ARTICLE 4—COVENANTS 
  

	4.01	Taxes 

 (1) The Purchaser does not
assume and will not be liable for any Taxes which may be or become payable by the Vendors including any Taxes resulting from or arising as a consequence of the sale by the Vendors to the Purchaser of the Shares herein contemplated, and the Vendors
will indemnify and save harmless the Purchaser and the directors, officers, employees and agents of the Purchaser from and against all such Taxes. 
 (2) Tri-Ad, 1043497, Flex-Art and C&W will, from the date hereof until the Closing Date, withhold, any Taxes that are required by Applicable Law to be withheld and has timely paid or remitted, and will continue until the Closing
Date to pay and remit, on a timely basis, the full amount of any Taxes that have been or will be withheld, to the applicable Taxation Authority. 
 (3) Tri-Ad, 1043497, Flex-Art and C&W will, from the date hereof until the Closing Date, pay all Taxes, including any amount due on or before the Closing Date, including instalments or prepayments of Taxes, which are required to
have been paid to any Taxation Authority pursuant to Applicable Law. 
  

	4.02	Covenants of the Vendors 

 (1) Except
as otherwise contemplated by this Agreement or consented to in writing by the Purchaser, from the date of this Agreement until Closing, the Vendors will ensure that Tri-Ad, 1043497, Flex-Art and C&W will: 
  

	 	(a)	carry on their businesses in the usual and ordinary course, consistent with past practice provided all acts and proceedings taken by them in the management and operation of their
businesses involving a commitment in excess of $100,000 and/or any payment in excess of $50,000 (other than a payment of Taxes) made by either of them will be subject to the prior approval of the Purchaser, which approval will not be unreasonably
withheld; 

  

	 	(b)	use all reasonable commercial efforts to preserve intact their businesses, organization and goodwill, to keep available the employees of their businesses as a group and to maintain
satisfactory relationships with suppliers, distributors, customers and others with whom they have business relationships; 

  

	 	(c)	use all reasonable commercial efforts to cause its current insurance policies not to be cancelled or terminated or any other coverage thereunder to lapse, unless simultaneously with
such terminations, cancellation or lapse, replacement policies underwritten by insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies, and
where possible, for substantially similar premiums, are in full force and effect; 

  

	 	(d)	 promptly advise the Purchaser in writing of any Material Adverse Change in Tri-Ad, 1043497, Flex-Art or C&W (other than any change in the markets or prices for
the principal products of either of them) or of any facts that come to their 



  

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attention which would cause any of the Vendor’s representations and warranties herein contained to be untrue in any material respect; and



  

	 	(e)	maintain the books, records and accounts of Tri-Ad, 1043497, Flex-Art and C&W in the usual and ordinary course, consistent with past practice and record all transactions on a
basis consistent with that practice. 

 (2) Except as otherwise contemplated by this Agreement or consented to in
writing by the Purchaser, from the date of this Agreement until Closing, the Vendors will ensure that Tri-Ad, 1043497, Flex-Art and C&W will not: 
  

	 	(a)	make any change to the articles of incorporation or by-laws of Tri-Ad, 1043497, Flex-Art or C&W; 

  

	 	(b)	issue or sell, or grant options, warrants or rights to purchase or to subscribe for, or enter into any arrangement or contract with respect to the issuance or sale of, any of its
capital stock or securities convertible into capital stock, or make any change in its capital stock; 

  

	 	(c)	make any declaration or payment of any dividend or other distribution in respect of capital stock or redemption, purchase or other acquisition of its capital stock;


  

	 	(d)	incur any obligation or liability other than in the ordinary course of business; provided that any incurrence of indebtedness or entering into of guarantees shall not be in the
ordinary course of business; 

  

	 	(e)	mortgage, pledge or otherwise encumber any of the assets of Tri-Ad, 1043497, Flex-Art or C&W, except for the permitted encumbrances set forth on Schedule 3.01(3)(a);


  

	 	(f)	sell, transfer or dispose of assets except sales of inventory in the ordinary course of business; 

  

	 	(g)	make any investment by purchase of stock or securities, contribution to capital or otherwise; or 

  

	 	(h)	purchase property or assets other than property, plant and equipment within the amounts set forth in the capital budgets previously provided to the Purchaser.


 (3) The Vendors will ensure that the representations and warranties of the Vendors set out in Section 3.01 over
which the Vendors have reasonable control are true and correct in all material respects and for this purpose all materiality qualifications in such representations and warranties will be disregarded at the Time of Closing and that the conditions of
closing for the benefit of the Purchaser set out in Section 5.01 over which the Vendors have reasonable control have been performed or complied with in all material respects and for this purpose all materiality qualifications in such conditions
of closing shall be disregarded by the Time of Closing. 
  

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	4.03	Examination of Records and Assets 

 Subject
to Applicable Law, the Vendors will forthwith cause Tri-Ad, 1043497, Flex-Art and C&W to make available to the Purchaser and its authorized representatives all data bases recorded or stored by means of any device, including in electronic form,
title documents, abstracts of title, deeds, surveys, leases, certificates of trade marks and copyrights, contracts and commitments in its possession or under its control relating to any of Tri-Ad, 1043497, Flex-Art and C&W or either of their
assets or businesses. Subject to Applicable Law, the Vendors will cause Tri-Ad, 1043497, Flex-Art and C&W to forthwith make available to the Purchaser and its authorized representatives for examination all books of account and accounting records
relating to Tri-Ad, 1043497, Flex-Art or C&W. The Vendors will cause Tri-Ad, 1043497, Flex-Art and C&W to provide copies, at the cost of the Purchaser, of the following records maintained in connection with Tri-Ad, 1043497, Flex-Art and
C&W: financial statements, records of past sales, customer lists, supplier lists, payroll records, inventory data, inventory master records and accounts receivable data. Subject to Applicable Law and to confidentiality restrictions and similar
limitations, the Vendors will cause Tri-Ad, 1043497, Flex-Art and C&W to give the Purchaser and its authorized representatives every reasonable opportunity (at the Purchaser’s expense during regular business hours and subject to reasonable
constraints to protect health and safety and minimize business disruption) to have access to and to inspect their assets; to conduct or have conducted environmental assessments; and to meet with employees of Tri-Ad, 1043497, Flex-Art and C&W to
have access to and to inspect their assets. The Purchasers will indemnify and save harmless the Vendor from any liabilities or expenses that the Vendors incur as a direct result of, or relating to the conduct of, such environmental assessments;
provided that the Vendor shall be fully liable for any environmental deficiencies, remediation or other liabilities that are uncovered by such assessments and the Purchaser shall have no liability with respect thereto. The exercise of any rights of
access or inspection by or on behalf of the Purchaser under this Section 4.03 will not affect or mitigate the covenants, representations and warranties of the Vendors in this Agreement which will continue in full force and effect. 

 

	4.04	Covenants of the Purchaser 

 (1) The
Purchaser will ensure that the representations and warranties of the Purchaser set out in Section 3.02 over which the Purchaser has reasonable control are true and correct in all material respects and for this purpose all materiality
qualifications in such representations and warranties will be disregarded at the Time of Closing and that the conditions of closing for the benefit of the Vendors set out in Section 5.02 over which the Purchaser has reasonable control have been
performed or complied with in all material respects and for this purpose all materiality qualifications in such conditions of closing shall be disregarded by the Time of Closing. 
 ARTICLE 5—CONDITIONS AND TERMINATION 
  

	5.01	Conditions for the Benefit of the Purchaser 

 The sale by the Vendors and the purchase by the Purchaser of the Shares is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of
Closing: 
  

	 	(a)	the representations and warranties of the Vendors set forth in Section 3.01 will be true and correct in all material respects (except those qualified by materiality, which will
be true in all respects) at the Time of Closing with the same force and effect as if made at and as of such time (other than those representations and warranties that address matters as of particular dates, which will be true and correct or true and
correct in all material respects, as applicable, as at and as of such particular dates); 

  

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	 	(b)	the Vendors will have performed or complied with all of the obligations and covenants and conditions of this Agreement to be performed or complied with by the Vendors at or prior to
the Time of Closing; 

  

	 	(c)	the Purchaser will have completed its due diligence review, to the satisfaction of the Purchaser in its sole discretion; 

  

	 	(d)	the Purchaser will be furnished with such certificates or other instruments of Tri-Ad, 1043497, Flex-Art and C&W and of the Vendors or of officers of Tri-Ad, 1043497, Flex-Art
and C&W and of the Vendors as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the
Vendors at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendors herein given are true and correct at the Time of Closing; 

  

	 	(e)	the Vendors will deliver to the Purchaser: (i) certificates representing the Shares, endorsed for transfer to the Purchaser; and (ii) certificates representing the shares
of Tri-Ad and the shares of Flex-Art; 

  

	 	(f)	there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Shares contemplated
hereby and to permit the businesses of Tri-Ad, 1043497, Flex-Art and C&W to be carried on as now conducted; 

  

	 	(g)	no action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit: 

  

	 	(i)	the sale and purchase of the Shares contemplated hereby; or 

  

	 	(ii)	the right of Tri-Ad, 1043497, Flex-Art and C&W to conduct their businesses; 

  

	 	(h)	no Material Adverse Change to Tri-Ad, 1043497, Flex-Art or C&W, taken as a whole, will have occurred from the date hereof to the Time of Closing (other than with respect to the
decrease in sales shown in the interim profit and loss statements through May 31, 2007 provided to the Purchaser); 

  

	 	(i)	all directors and officers (other than Mark Spurgeon, Alastair McIlwham and Alan Gatschene) of Tri-Ad, 1043497, Flex-Art and C&W specified by the Purchaser will resign effective
as of the Closing Date; 

  

 - 30 - 









	 	(j)	the Vendors and all directors of Tri-Ad, 1043497, Flex-Art and C&W will release Tri-Ad, 1043497, Flex-Art or C&W, as applicable from any and all possible Claims against
Tri-Ad, 1043497, Flex-Art or C&W, as applicable arising from any act, matter or thing (in the case of the directors, while acting in their capacity as directors) arising at or prior to the Time of Closing; 

  

	 	(k)	all necessary steps and proceedings will have been taken to permit the Shares to be duly and regularly transferred to and registered in the name of the Purchaser;


  

	 	(l)	there will be a non-competition and non-solicitation agreement (the “Non-Compete”) entered into between the Vendors, Tri-Ad, 1043497, Flex-Art and C&W and the
Purchaser substantially in the form set out in Schedule 5.01(l); 

  

	 	(m)	there will be a consulting agreement entered into between Lore Sales and Investments Limited and the Purchaser substantially in the form set out in Schedule 5.01(m);


  

	 	(n)	there will be lease agreements entered into between the Purchaser and each of the current landlords of Tri-Ad, 1043497 and C&W with respect to the Toronto facilities of Tri-Ad,
1043497 and C&W substantially in the form of lease attached as Schedule 5.01(n); 

  

	 	(o)	those employees listed on Schedule 5.01(1)(o) will have entered into employment agreements with the Purchaser in form and substance satisfactory to the Purchaser or will have
otherwise indicated, to the Purchaser’s satisfaction, their willingness to remain as employees of Tri-Ad, 1043497, Flex-Art and C&W, as applicable, following the Closing Date; 

  

	 	(p)	the Vendors will have delivered to the Purchaser an irrevocable letter of credit substantially in the form set forth in Schedule 5.01(p); 

  

	 	(q)	the Vendors will have delivered to the Purchaser a favourable opinion of the Vendors’ counsel substantially in the form set out in Schedule 5.01(q);


  

	 	(r)	all indebtedness of the officers, directors and/or shareholders of Tri-Ad, 1043497, Flex-Art and C&W to Tri-Ad, 1043497, Flex-Art and C&W will have been repaid in full;


  

	 	(s)	the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the Shares will be subject to the approval of the Purchaser’s
counsel, acting reasonably; 

  

	 	(t)	all third party consents and approvals of Governmental Authorities shall have been obtained by the Vendors and delivered to the Purchaser; 

  

	 	(u)	all indebtedness owed by Tri-Ad, 1043497, Flex-Art and C&W to CJK Photo Engravers Limited shall have been repaid in full, and all indebtedness owed by CJK Photo Engravers
Limited to Tri-Ad, 1043497, Flex-Art and C&W shall have been repaid in full; 

  

 - 31 - 









	 	(v)	All amounts owed by 1043497, Tri-Ad, C&W and Flex-Art to any other Person controlled (directly or indirectly) by any of the Vendors shall have been paid in full, and all amounts
owed by any such controlled Person to 1043497, Tri-Ad, C&W and Flex-Art shall have been paid in full; 

  

	 	(w)	all liens on the Shares, the shares of Tri-Ad and the shares of Flex-Art and on the assets of Tri-Ad, 1043497, Flex-Art and C&W shall have been discharged;


  

	 	(x)	Tri-Ad shall have sold or otherwise disposed of its investment in J&J Scans Limited; 

  

	 	(y)	all outstanding purchase price instalment obligations payable by Tri-Ad with respect to Tri-Ad’s acquisition of the shares of Flex-Art shall have been paid in full; and


  

	 	(z)	the Vendors shall have completed the CJK Transactions. 

  

	5.02	Conditions for the Benefit of the Vendors 

 The sale by the Vendors and the purchase by the Purchaser of the Shares is subject to the following conditions, which are for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of
Closing: 
  

	 	(a)	the representations and warranties of the Purchaser set forth in Section 3.02 will be true and correct in all material respects (except those qualified by materiality, which
will be true in all respects) at the Time of Closing with the same force and effect as if made at and as of such time (other than those representations and warranties that address matters as of particular dates, which will be true and correct or
true and correct in all material respects, as applicable, as at and as of such particular dates; 

  

	 	(b)	the Purchaser will have performed or complied with all of the obligations and covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or
prior to the Time of Closing; 

  

	 	(c)	the Vendors will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendors or the Vendors’ counsel may reasonably
think necessary in order to establish that the obligations and covenants contained in this Agreement to have been performed or complied with by the Purchaser at or prior to the Time of Closing have been performed or complied with and that the
representations and warranties of the Purchaser herein given are true and correct at the Time of Closing; 

  

 - 32 - 









	 	(d)	the Purchase Price will have been paid in accordance with Section 2.05; 

  

	 	(e)	there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Shares contemplated
hereby; 

  

	 	(f)	the Non-Compete will be entered into between the Vendors, Tri-Ad, 1043497, Flex-Art and C&W and the Purchaser substantially in the form set out in Schedule 5.01(l);


  

	 	(g)	there will be a consulting agreement entered into between Lore Sales and Investments Limited and the Purchaser substantially in the form set out in Schedule 5.01(m);


  

	 	(h)	there will be lease agreements entered into between the Purchaser and each of the current landlords of Tri-Ad, 1043497 and C&W with respect to all current leased facilities of
Tri-Ad, 1043497 and C&W substantially in the form of lease attached as Schedule 5.01(n); and 

  

	 	(i)	the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the Shares will be subject to the approval of Vendors’ counsel,
acting reasonably. 

  

	5.03	Waiver of Condition 

 The Purchaser, in the
case of a condition set out in Section 5.01, and the Vendors, in the case of a condition set out in Section 5.02, will have the exclusive right to waive the performance or compliance of such condition in whole or in part and on such terms
as may be agreed upon without prejudice to any of its rights in the event of non-performance of or non-compliance with any other condition in whole or in part. Any such waiver will not constitute a waiver of any other conditions in favour of the
waiving party. Such waiving party will retain the right to complete the sale and purchase of the Shares herein contemplated in respect of any breach of the other party’s covenants, obligations or any inaccuracy or misrepresentation in a
representation or warranty of the other party which gave rise to the non-performance of or non-compliance with the condition so waived. 
  

	5.04	Termination 

 This Agreement may be
terminated, by notice given prior to or at the completion of the sale and purchase of the Shares herein contemplated: 
  

	 	(a)	by the Vendors or the Purchaser if a breach of any representation, warranty, covenant, obligation or other provision of this Agreement has been committed by the other party and such
breach has not been waived; 

  

	 	(b)	by the Purchaser if any of the conditions in Section 5.01 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other
than through the failure of the Purchaser to comply with its obligations under this Agreement) and the Purchaser has not waived such condition on or before the Closing Date; 

  

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	 	(c)	by the Vendors if any of the conditions in Section 5.02 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other
than through the failure of the Vendors to comply with its obligations under this Agreement) and the Vendors have not waived such condition on or before the Closing Date; 

  

	 	(d)	by written agreement of the Purchaser and the Vendors; or 

  

	 	(e)	by the Vendors or the Purchaser if the completion of the sale and purchase of the Shares herein contemplated has not occurred (other than through the failure of the party seeking to
terminate this Agreement to comply fully with its obligations under this Agreement) on or before January 2, 2008 or such later date as the parties may agree upon. 

  

	5.05	Effect of Termination 

 Each party’s
right of termination under Section 5.04 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant
to Section 5.04, all further obligations of the parties under this Agreement will terminate, except that the obligations in Section 8.04 will survive; provided, however, that if this Agreement is terminated by a party because of a breach
of a representation or warranty, covenant, obligation or other provision of this Agreement by the other party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of
the other party’s failure to comply with its obligations under this Agreement, the terminating party’s right to pursue all legal remedies with respect to such breach will, subject to the limitations contained in Article 7, survive such
termination unimpaired. 
 ARTICLE 6—CLOSING ARRANGEMENTS 
  

	6.01	Closing 

 The sale and purchase of the Shares
will be completed at the offices of McCarthy Tétrault LLP, Box 48, Suite 4700, Toronto Dominion Bank Tower, Toronto, Ontario M5K 1E6 on the Closing Date, as of the Effective Time. 
  

	6.02	Deliveries and Confidentiality 

 (1)
At the Time of Closing the Vendors will deliver to the Purchaser physical possession where located of all of the documents referred to in Section 4.03 to the extent they are under the possession or control of the Vendors and not also under
the possession or control of Tri-Ad, 1043497, Flex-Art and C&W. The Purchaser will ensure that Tri-Ad, 1043497, Flex-Art and C&W preserve the documents so delivered for a period of six years from the Closing Date, or for such other period as
is required by any Applicable Law, and will permit the Vendors and their authorized representatives reasonable access thereto in connection with the affairs of the Vendors, but the Purchaser will not be responsible or liable to the Vendors for or as
a result of any non-intentional loss or destruction of or damage to any such documents. 
  

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 (2) From and after the Closing Date the Vendors will not disclose to anyone or use for any purpose
any confidential information concerning Tri-Ad, 1043497, Flex-Art or C&W and will hold all such information in the strictest confidence; provided that this Section 6.02(2) will not apply to information that: 
  

	 	(i)	is already published and readily available to the public, other than by a breach of this Section 6.02(2); 

  

	 	(ii)	is rightfully received by a Vendor from a third party (which, for the purposes of Section 6.02(2), will not include Tri-Ad, 1043497, Flex-Art or C&W, or any officer,
director, employee, agent or representative of Tri-Ad, 1043497, Flex-Art or C&W) not in breach of any obligation of confidentiality; or 

  

	 	(iii)	is provided in compliance with Applicable Law or court order pursuant to the provisions of this Section 6.02(2). 

 (3) If a Vendor is, directly or indirectly, requested pursuant to, or required by, Applicable Law or legal process to disclose any confidential
information concerning Tri-Ad, 1043497, Flex-Art or C&W, such Vendor will provide the Purchaser, to the extent not prohibited by Applicable Law, with prompt notice of such request or requirement in order to enable the Purchaser to seek an
appropriate protective order or other remedy or to waive compliance with the terms of this Agreement or both. Such Vendor will not oppose any action by the Purchaser to seek such a protective order or other remedy. If, failing the obtaining of a
protective order or other remedy by the Purchaser, such disclosure is required, such Vendor will use its commercially reasonable efforts to ensure that the disclosure will be afforded confidential treatment. 
 ARTICLE 7—INDEMNIFICATION 
  

	7.01	Survival 

 All covenants, representations and
warranties of each party contained in this Agreement will survive the Closing and will continue in full force and effect, subject to the provisions of this Article 7. 
  

	7.02	Indemnification by the Vendors 

 (1)
Subject to the provisions of this Article 7, the Vendors will indemnify and save harmless the Purchaser and the directors, officers, employees and agents of the Purchaser (collectively, the “Purchaser Indemnitees”) from and
against: 
  

	 	(a)	all Claims incurred by the Purchaser directly or indirectly resulting from any breach of any covenant of the Vendors contained in this Agreement or from any inaccuracy or
misrepresentation in any representation or warranty set forth in Section 3.01; 

  

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	 	(b)	any Taxes owing or which may become owing by 1043497, Tri-Ad, C&W or Flex-Art in respect of any period ending on or before the date of the applicable Financial Statements, in
excess of the amount of the provisions for Taxes in the balance sheet contained in the applicable Financial Statements; 

  

	 	(c)	any Taxes owing or which may become owing by 1043497, Tri-Ad, C&W or Flex-Art in respect of any period commencing after the date of the applicable Financial Statements and
ending on or prior to the Closing Date, to the extent attributable to the portion of such Tax period to and including the Closing Date, other than Taxes for which provisions have been made in the Financial Statements, Working Capital Statement or
the Net Assets Statement (but only to the extent of the amount so provided for in the Financial Statements, Working Capital Statement or Net Assets Statement, as applicable); and 

  

	 	(d)	any Pre-Existing Liabilities. 

 (2) Notwithstanding
any of the other provisions of this Agreement, but subject to Section 7.04, the Vendors will not be liable to any Purchaser Indemnitee in respect of: 
  

	 	(a)	any Claim directly or indirectly resulting from any inaccuracy or misrepresentation in: 

  

	 	(i)	any representation and warranty of the Vendors set forth in Section 3.01(11) after the expiration of the relevant limitation period contained in the Tax Act, and any other
legislation imposing Tax on 1043497, Tri-Ad, C&W or Flex-Art subsequent to the expiration of which an assessment, reassessment or other form or recognized document assessing liability for Tax for the period ended on the date of the applicable
Financial Statements cannot be issued to 1043497, Tri-Ad, C&W or Flex-Art, except if such representation and warranty proves to be false as a result of any misrepresentation made or fraud committed in filing a return or supplying information for
the purposes of the Tax Act or any other legislation imposing Tax on 1043497, Tri-Ad, C&W or Flex-Art in which case no time limit will apply; 

  

	 	(ii)	any representation of the Vendors set forth in Section 3.01(10) after 48 months from the Closing Date except in the case of fraud in which case not time limit will apply; or


  

	 	(iii)	any other representation and warranty of the Vendors set forth in Section 3.01 after 36 months from the Closing Date except in the case of fraud in which case no time limit
will apply; and 

  

	 	(b)	any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.01 unless and until the aggregate of all such Claims exceeds $25,000, and then only
to the extent that such aggregate exceeds such amount; and 

  

	 	(c)	any Claim after 36 months from the Closing Date except in the case of fraud, in which case no time limit will apply; and 

  

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	 	(d)	any Claim in excess of the amount then available under the letters of credit delivered pursuant to Section 5.01(p), other than, in all cases, any Claim attributable to an
inaccuracy or misrepresentation pertaining to Sections 3.01(1)(b) to 3.01(1)(l) inclusive, Section 3.01(10), Section 3.01(12)(b) and (c) or fraud. For greater clarity, in the event that the Purchaser brings an action in a court of
competent jurisdiction against the Vendors during the term of the letters of credit for a Claim for which a final determination of the Vendors’ indemnity obligation under this Article 7 is not made until after the expiry of the letters of
credit, the maximum amount for which the Vendors will be required to indemnify the Purchaser in respect of such Claim will be the amount available on the letters of credit (less any amount paid to the Purchaser in respect of other Claims to which
this sentence applies) at their expiry and not zero by virtue of the fact that the letters of credit had expired prior to the determination. 

  

	7.03	Indemnification by the Purchaser 

 (1)
Subject to the provisions of this Article 7, the Purchaser will indemnify collectively and save harmless the Vendors and the directors, trustees, officers, employees and agents of the Vendors (the “Vendor Indemnitees”) from and
against: 
  

	 	(a)	all Claims incurred by the Vendors directly or indirectly resulting from any breach of any covenant of the Purchaser contained in this Agreement or from any inaccuracy or
misrepresentation in any representation or warranty set forth in Section 3.02; 

 (2) Notwithstanding any of the
other provisions of this Agreement, but subject to Section 7.04, the Purchaser will not be liable to the Vendor Indemnitees in respect of: 
  

	 	(a)	any Claim after 36 months after the Closing Date, except in the case of fraud; or 

  

	 	(b)	any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.02 unless and until the aggregate of all such Claims exceeds $25,000, and then only
to the extent that such aggregate exceeds such amount; or 

  

	 	(c)	any Claim in excess of the amount then available under the letters of credit delivered pursuant to Section 5.01(p). For greater clarity, in the event that the Vendors bring an
action in a court of competent jurisdiction against the Purchaser during the term of the letters of credit for a Claim for which a final determination of the Purchaser’s indemnity obligation under this Article 7 is not made until after the
expiry of the letters of credit, the maximum amount for which the Purchaser will be required to indemnify the Vendors in respect of such Claim will be the amount equal to $2,000,000 (less any amount paid to the Vendors in respect of other Claims to
which this Section 7.03 applies) and not zero by virtue of the fact that the letters of credit had expired prior to the determination. 

  

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	7.04	Environmental Indemnity 

 (1) Except
to the extent caused, contributed or exacerbated by the Purchaser Indemnitees (including to the extent that the Purchaser’s contravention of the requirements in Sections 7.04 and 7.05 prejudices the Vendors), the Vendors will indemnify and save
harmless the Purchaser Indemnitees from and against all out-of-pocket costs and expenses related to Claims incurred by the Purchaser that arise directly or indirectly in connection with: 
  

	 	(a)	the presence of Hazardous Substances at, in, on, under or about the Toronto Lands, or which were Released or otherwise emanated from the Toronto Lands on or prior to the Closing
Date and such Hazardous Substances are required by Environmental Laws to be remediated or otherwise addressed by the Purchaser; 

  

	 	(b)	the presence of any underground storage tanks in, on or under the Toronto Lands on or prior to the Closing Date, and any Release of Hazardous Substances from such underground
storage tanks whether such Release occurs prior to, on or after the Closing Date, and such underground storage tank and/or Release are required by Environmental Laws to be remediated or otherwise addressed by the Purchaser. For the avoidance of
doubt, the indemnification under this subsection 7.04(1)(b) will not cover any Claims arising from the Purchaser’s direct disturbance of any underground storage tanks present in, on, or under the Toronto Lands on the Closing Date;


  

	 	(c)	the violation of any Environmental Laws by 1043497, C&W, Flex-Art and Tri-Ad and any of their predecessor companies on or prior to the Closing Date, including:


  

	 	(i)	the operation of the Business without a Certificate of Approval (Air) under section 9 of Ontario’s Environmental Protection Act whether such Claims arise prior to, on,
or after the Closing Date, including out-of-pocket costs that the Purchaser is required to incur in order to obtain the Certificate of Approval (Air) and in order to initially comply with the requirements of the Certificate of Approval (Air) once
such certificate is issued by the Ministry of the Environment. For the avoidance of doubt, the indemnification under this subsection 7.04(c)(i) will not include any costs associated with the Purchaser’s on-going requirements under the
Certificate of Approval (Air). 

  

	 	(ii)	the operation of the Business without a Certificate of Authorization under section 22 of Québec’s Environment Quality Act whether such Claims arise prior to, on,
or after the Closing Date, including out-of-pocket costs that the Purchaser is required to incur in order to obtain the Certificate of Authorization and in order to initially comply with the requirements of the Certificate of Authorization once such
certificate is issued by the Ministry of Sustainable Development, Environment and Parks. For the avoidance of doubt, the indemnification under this Subsection 7.04(1)(ii) will not include any costs associated with the Purchaser’s on-going
requirements under the Certificate of Authorization; 

  

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 The obligations under the indemnity in this Subsection 7.04(1) will expire four years after the Closing
Date. For the avoidance of doubt, the limitations set forth in Subsection 7.02(2) shall not apply to the Vendors’ obligations in this Section 7.04. 
 (2) Except to the extent caused, contributed or exacerbated by the Vendor Indemnitees (including to the extent that the Vendors’ contravention of the requirements in Sections 7.04 and 7.05 prejudices the
Purchaser), the Purchaser will indemnify and save harmless the Vendor Indemnitees from and against all out-of-pocket costs and expenses related to Claims incurred by the Vendors that arise directly or indirectly in connection with: 
  

	 	(a)	the Release of Hazardous Substances at, in, on, under or about the Toronto Lands after the Closing Date but prior to the later of: (i) the termination of the applicable Lease
or (ii) the cessation of use by the Purchaser of such lands under the applicable Lease, except any Release or migration of Hazardous Substances which are present at, in, under or about the Toronto Lands on or prior the Closing Date, and such
Release is required by Environmental Laws to be remediated or otherwise addressed by any of the Vendors; and 

  

	 	(b)	the violation of any Environmental Laws by 1043497, C&W, Flex-Art and Tri-Ad after the Closing Date. 

 The obligations under the indemnity in this Subsection 7.04(1) will expire four years after the Closing Date. For the avoidance of doubt, the limitations
set forth in Subsection 7.03(2) shall not apply to the Purchaser’s obligations in this Section 7.04. 
  

	7.05	Indemnification Claims 

 (1) Promptly
after the assertion by any third party of any claim, demand or notice thereof (a “Third Party Proceeding”) against any person entitled to indemnification under this Agreement (the “Indemnitee”) that results or may
result in the incurrence by such Indemnitee of any Claims for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee will promptly notify the party from whom such indemnification is or may be sought
(the “Indemnitor”) of such Third Party Proceeding. Such notice will also specify with reasonable detail (to the extent the information is reasonably available) the factual basis for the Third Party Proceeding, the amount claimed by
the third party, or if such amount is not then determinable, a reasonable estimate of the likely amount of the claim by the Third Party. The failure to promptly provide such notice will not relieve the Indemnitor of any obligation to indemnify the
Indemnitee, except to the extent such failure prejudices the Indemnitor. Thereupon, the Indemnitor will have the right, upon written notice (the “Defence Notice”) to the Indemnitee within 30 days after receipt by the Indemnitor of
notice of the Third Party Proceeding (or sooner if such Third Party Proceeding so requires) to conduct, at its own expense, the defence against the Third Party Proceeding in its own name or, if necessary, in the name of the Indemnitee provided that:
(a) the Indemnitor acknowledges and agrees in the Defence Notice that as between the Indemnitor and the Indemnitee, it is liable to pay for all Claims arising from or relating to such Third Party Proceeding; and (b) the Indemnitor provides
to the Indemnitee adequate security (approved by the Indemnitee acting reasonably) from time to time in respect of such Claims. The Defence Notice will specify the counsel that the Indemnitor will appoint to defend such Third Party Proceeding (the
“Defence Counsel”), and the Indemnitee will 

  

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have the right to approve the Defence Counsel, which approval will not be unreasonably withheld. Any Indemnitee will have the right to employ separate
counsel in any Third Party Proceeding and/or to participate in the defence thereof, but the fees and expenses of such counsel will not be included as part of any Claims incurred by the Indemnitee unless: (i) the Indemnitor failed to give the
Defence Notice; (ii) such Indemnitee has received an opinion of counsel, reasonably acceptable to the Indemnitor, to the effect that the interests of the Indemnitee and the Indemnitor with respect to the Third Party Proceeding are sufficiently
adverse to prohibit the representation by the same counsel of both parties under applicable ethical rules; or (iii) the employment of such counsel at the expense of the Indemnitor has been specifically authorized by the Indemnitor. The party
conducting the defence of any Third Party Proceeding will keep the other party apprised of all significant developments and will not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless the
Indemnitor and the Indemnitee consent, which consent will not be unreasonably withheld. 
 (2) Only with respect to any claims made
pursuant to the Environmental Indemnity provisions in Section 7.04 that are not Third Party Proceedings (“Direct Environmental Claims”), the Indemnitee will promptly notify the Indemnitor of the matter which forms or may form
the basis of the indemnity claim. Such notice will also specify with reasonable detail (to the extent the information is reasonably available) the factual basis for the Direct Environmental Claim, the amount claimed, or if such amount is not then
determinable, a reasonable estimate of the likely amount of the claim. For the avoidance of doubt, the failure to promptly provide such notice will not relieve the Indemnitor of any obligation to indemnify the Indemnitee, except to the extent such
failure prejudices the Indemnitor. Following receipt of notice from the Indemnitee of a Direct Environmental Claim, the Indemnitor shall have 30 days (or if the circumstances require, such shorter or longer period of time as is reasonable in such
circumstances) to investigate the Direct Environmental Claim. For the purpose of such investigation, the Indemnitee will make available to the Indemnitor the information relied upon by the Indemnitee to substantiate the Direct Environmental Claim,
together with all such other information as the Indemnitor may reasonably request and which is in the possession of the Indemnitee. 
 (3)
Section 7.04 shall only apply to any Claim that arises due to (i) a Claim against the Indemnitee by an unrelated arms length third party that is not an agent or retained by the Indemnitee and without the Indemnitee participating in any
way in actions or inactions that result in the commencement of a Claim; or (ii) a Claim that is identified by the Purchaser in the normal operations of the Business, consistent with past practice. For the avoidance of any doubt,
Section 7.04 shall not apply to any Claim that is identified by audits or other investigations by or on behalf of the Purchaser except to the extent that the audit or investigation is required by Environmental Laws or is conducted to provide
the factual basis for an existing Third-Party Environmental Claim or Direct Environmental Claim. 
 (4) The Indemnitee will at all
times act and conduct itself regarding environmental matters that may be, or are, the subject of a Direct Environmental Claim or a Third-Party Claims made pursuant to Section 7.04 (“Third-Party Environmental Claims”), including
in its dealings with any Governmental Authority, in good faith and in accordance with prudent business practices and as though the Indemnitee was not potentially the beneficiary of an indemnity under this Agreement. 
  

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 (5) The Indemnitee will provide to the Indemnitor any report, document or information (including
any report, document or information used to establish the basis for a Claim) for which the Indemnitee has paid or will be paying pursuant to Section 7.04, and the Indemnitee will ensure that to the extent that it may rely on such report,
document or information that the Indemnitor may rely on such report, document or information to the same extent as the Indemnitee. 
 (6)
The Purchaser will be required to prove that the Hazardous Substance and/or underground storage tank that forms the basis of, a Third-Party Environmental Claim, or a Direct Environmental Claim (whether such Claim is made by the Purchaser or by
the Vendors) was not Released or installed, as the case may be, after the Closing Date, provided however that the if the Purchaser proves that the Hazardous Substance and/or underground storage tank was not Released or installed after the Closing
Date, all reasonable costs and expenses, including all reasonable investigation, consulting and legal fees and disbursements, incurred by the Purchaser that prove that the Hazardous Substance and/or underground storage tank was not Released or
installed after the Closing Date will be immediately paid by the Vendors to the Purchaser. 
 (7) In the event that after implementing
the procedure set out in this Subsection 7.05, there is a dispute between the parties regarding the basis for a Third-Party Environmental Claim or a Direct Environmental Claim under Section 7.04 and the dispute relates to an engineering,
scientific or technical issue (as opposed to a legal issue), the parties, each acting reasonably, shall appoint a mutually agreed-upon third-party qualified environmental consultant (“Consultant”) to take such further action as
required to investigate the basis for the Third-Party Environmental Claim or the Direct Environmental Claim and the decision of the Consultant regarding the basis for the Third-Party Environmental Claim or the Direct Environmental Claim shall be
final and binding on the parties for the purposes of this Agreement. Without limiting the generality of the foregoing, a decision of the Consultant regarding whether a Hazardous Substance was present in, on or under the Toronto Lands on or prior to
the Closing Date or was Released after the Closing Date but prior to the termination of the Lease shall be final and binding on the parties for the purposes if this Agreement. 
 (8) In the event that both parties agree at or prior to the expiration of the investigation period (or any mutually agreed upon extension thereof)
or any other time upon the validity and final amount of: 
  

	 	(a)	a Direct Environmental Claim, the Indemnitor shall immediately pay to the Indemnitee the full agreed-upon amount of the Direct Environmental Claim in full satisfaction of the Claim
and the resolution of the Direct Environment Claim shall be final and binding on the parties for the purposes of this Agreement; 

  

	 	(b)	a Third-Party Environmental Claim, the Indemnitor shall immediately pay to the Indemnitee the full agreed-upon amount of the Third-Party Environmental Claim in full satisfaction of
the Third-Party Environmental Claim and the resolution of the Third-Party Environmental Claim shall be final and binding on the parties for the purposes of this Agreement; 

  

	 	(c)	 an underlying basis for a Third-Party Environmental Claim, the Indemnitor shall immediately pay to the Indemnitee the full agreed-upon amount of the underlying
basis for the Third-Party Environmental Claim in full satisfaction of the underlying 



  

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basis for the Third-Party Environmental Claim and the resolution of the underlying basis for the Third-Party Environmental Claim shall be final and binding
on the parties for the purposes of this Agreement. 


 For the avoidance of doubt, once a claim has been resolved for a
particular matter, no future Claim will be brought in connection with that matter. 
 (9) During the period between an Indemnitee
providing the Indemnitor notice of the Direct Environmental Claim or a Third-Party Environmental Claim (as the case may be) and final satisfaction of the Direct Environmental Claim or a Third-Party Environmental Claim (as the case may be), the
Indemnitee will inform the Indemnitor of progress in addressing the Direct Environmental Claim or the Third-Party Environmental Claim, including the underlying basis of such claim (as the case may be) at significant points and in any event, upon
request by the Indemnitee to Indemnitor. 
 (10) Unless the procedure provided for in subsection 7.05(8) applies, the Indemnitee and
the Indemnitor will agree (both acting reasonably with a view to achieving compliance in the most-cost effective, timely manner and to minimizing the exposure of both parties to Claims) on an approach (including the particular method) to address a
Direct Environmental Claim, a Third-Party Environmental Claim or the underlying basis for a Third-Party Environmental Claim (as the case may be), including a schedule for payment by the Indemnitor of costs involved in implementing this approach. If
a decision (including the continued implementation of the approved approach and method) will result or may result in a deviation from the agreed-upon approach (including the method of implementing the approach), expenditures of the greater of $5,000
or 5% more than the estimated cost for the matter, or significant delays in timing are expected or occur, the party conducting the work will seek the prior written agreement of the other party before making such a decision and the parties will
negotiate (both acting reasonably with a view to achieving compliance in the most-cost effective, timely manner and to minimizing exposure to Claims against either party) to agree upon the approach (including the particular method) to be
implemented. 
 (11) The Indemnitee and the Indemnitor will use all reasonable efforts and diligence to remedy or otherwise address
the basis for the Third-Party Environmental Claim or Direct Environmental Claim, as well as any Third-Party Environmental Claim, in the most cost-effective and timely manner and to minimize the exposure of the Indemnitee and the Indemnitor to
Claims. Without limiting the generality of the foregoing, the Purchaser will use all reasonable efforts and diligence to obtain, and to initially comply with, the Certificate of Approval referenced in Subsection 7.04(1)(c)(i) and the
Certificate of Authorization referenced in Subsection 7.04(1)(c)(ii) in the most cost-effective and timely manner and to minimize the exposure of the Vendors and the Purchaser to Claims given the circumstances at the Effective Time. 

(12) If any Direct Environmental Claim, any Third-Party Environmental Claim or the underlying basis for any Third-Party Environmental Claim may
be addressed by way of a clean-up, risk assessment, tank removal or other actions affecting or relating to the Toronto Lands, the Vendors will have the right (but not the obligation) to elect to undertake the clean-up, risk assessment, tank removal
or other actions affecting or relating to the Lands provided that (i) the Vendors give the Purchaser written notice of their election and confirm the indemnification of the Purchaser and (ii) the Vendors will limit, to the extent
commercially reasonable, the disruption to the Business from such clean-up, risk assessment, tank removal or other actions. For greater clarity, reasonable 

  

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out-of-pocket costs incurred by the Purchaser as a result of such a disruption will be covered by the indemnity in section 7.04, including without
limitation, reasonable costs associated with temporary relocation of the Business if required due to such disruptions. For the avoidance of doubt, the Vendors may use risk assessment to address any violation with Environmental Laws provided that the
use of risk assessment is not prohibited by Environmental Laws. 
 (13) The Vendors will have remedied and otherwise satisfied any
Direct Environmental Claim or the underlying basis for any Third-Party Environmental Claim if the basis for the Direct Environmental Claim or the underlying basis for any Third-Party Environmental Claim meets or satisfies either: (i) the
requirements under Environmental Laws on the Closing Date or (ii) the requirements under Environmental Laws on the date that the remediation or other work is conducted. 
  

	7.06	After Tax Basis 

 In determining the amount
of any Claim under this Article 7, such Claim will be increased (or decreased) to take into account any net Tax cost (or net current or future Tax benefit) incurred or enjoyed by the Indemnitee as a result of the matter giving rise to such Claim and
the receipt of an indemnity payment hereunder. For greater certainty, any net Tax cost will include any further cost resulting from such increased payment. 
  

	7.07	Adjustment to Purchase Price 

 All amounts
payable by the Vendors to a Purchaser Indemnitee pursuant to Article 7 will be deemed to be a decrease to the Purchase Price. All amounts payable by the Purchaser to a Vendor Indemnitee pursuant to Article 7 will be deemed to be an increase to the
Purchase Price. 
  

	7.08	Costs 

 The parties agree that the successful
party will have the right, in addition to its other rights and remedies, to request that the costs of the action will be awarded on a solicitor and client basis and the other parties agree not to object to such request. 
  

	7.09	Indemnification Claims 

 The parties agree
that, except with respect to: (i) Claims for which the Purchaser becomes liable because the Vendors cannot be found; (ii) any Claims with respect to a landlord’s or tenant’s obligations (including without limitation such
landlord’s or tenant’s obligation to indemnify against environmental claims) under any lease agreement; and (iii) any Claims arising from intentional misrepresentation or fraud, this Article 7 sets out the sole and exclusive manner by
which the Vendors and the Purchaser may seek monetary compensation from the other for any matter in respect of which such party may make a Claim under this Article 7. 
  

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 ARTICLE 8—GENERAL 
  

	8.01	Tax Matters 

  

	 	(1)	The Vendors shall duly and timely prepare all Tax Returns required to be prepared by each of Tri-Ad, 1043497, Flex-Art and C&W and shall duly and timely file all Tax Returns
required to be filed by each of them for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date. 

  

	 	(2)	The Purchaser shall duly and timely prepare all Tax Returns with respect to each of Tri-Ad, 1043497, Flex-Art and C&W required to be prepared by each of them and to duly and
timely file all Tax Returns required to be filed by each of them for periods beginning before and ending after the Closing Date. The Purchaser will also be responsible for preparing and filing tax returns with respect to each of Tri-Ad, 1043497,
Flex-Art and C&W required to be prepared by each of them and to duly and timely file all Tax Returns required to be filed by each of them for periods beginning and ending after the Closing Date. 

  

	 	(3)	The Vendors and the Purchaser shall co-operate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be
required for the preparation of any Tax Return of any of Tri-Ad, 1043497, Flex-Art or C&W for a period ending on or before the Closing Date or for periods beginning before and ending after the Closing Date and shall preserve such data and other
information until the expiration of any applicable limitation period under any applicable law with respect to Taxes. 

  

	 	(4)	Tax Returns required to be prepared by the Vendors for periods beginning before and ending on or before the Closing Date shall be submitted in draft form to the Purchaser at least
30 days before the date on which such Tax Returns are required by law to be filed with the relevant Governmental Authority (provided that such 30-day period may be abridged by the Vendors as necessary in order for such Tax Returns to be filed within
the time required by law). The Purchaser may request the Vendors to make reasonable changes, only to the extent such reasonable changes are consistent with past practice, to any such Tax Return by communicating such changes in writing to the Vendors
at least 15 days before the date on which such Tax Return is required by law to be filed with the relevant Governmental Authority (or such other reasonable period of time in the case where the 30-day period for the Purchaser’s review has been
abridged by the Vendors). Subject to Applicable Law, Vendor shall make, or cause to be made, such reasonable changes that are consistent with past practice by the Purchaser and shall file any such Tax Return on or before the date on which it is
required by law to be filed with the relevant Governmental Authority. Notwithstanding any other provision of this agreement, the Vendors will not be required to indemnify the Purchaser in respect of any Taxes in respect of any changes requested to
be made by the Purchaser unless such requested changes are required by the Tax Act or any regulations promulgated thereunder. 

  

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	 	(5)	Tax Returns required to be prepared by the Purchaser for periods beginning before and ending after the Closing Date shall be submitted in draft form to the Vendors at least 30 days
before the date on which such Tax Returns are required by law to be filed with the relevant Governmental Authority (provided that such 30-day period may be abridged by the Purchaser as necessary in order for such Tax Returns to be filed within the
time required by law). 

  

	 	(6)	Neither the Purchaser nor any of its affiliates shall, without the prior written consent of the Vendors, which consent shall not be unreasonably withheld: (i) make or change
any election in respect of Taxes affecting any pre-Closing taxation year or period or any taxation year or period beginning before and ending after the Closing Date of any of Tri-Ad, 1043497, Flex-Art or C&W; (ii) amend, refile or otherwise
modify any Tax Return relating to any pre-Closing taxation year or period or any taxation year or period beginning before and ending after the Closing Date; or (iii) take any action that results, or could reasonably be expected to result, in
any increased Tax liability (including a reduction in a refund) of any of Tri-Ad, 1043497, Flex-Art or C&W in respect of any pre-Closing taxation year or period or any taxation year or period beginning and ending after the Closing Date.


  

	 	(7)	If a refund of Taxes that is not reflected on the applicable balance sheet is received by or credited to the account of any of Tri-Ad, 1043497, Flex-Art or C&W in respect of any
taxation year or period ending on or prior to the Closing Date or, in the case of any taxation year or period beginning before and ending after the Closing Date, in respect of the portion of such period beginning before and ending on the Closing
Date, Tri-Ad, 1043497, Flex-Art or C&W, as applicable, shall be entitled to receive such refund and shall pay the amount of any such refund to the Vendors. 

  

	8.02	Further Assurances 

 Each of the Vendors and
the Purchaser will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the Closing Date, reasonably require to effectively carry out or better
evidence or perfect the full intent and meaning of this Agreement. 
 Without limiting the generality of the preceding sentence, the Vendors
acknowledge that the Purchaser’s parent corporation, SGS International, Inc., will be required by the rules of the United States Securities and Exchange Commission (the “SEC”) to provide to, and disclose in publicly available filings
with, the SEC audited financial statements with respect to 1043497, Tri-Ad, C&W and Flex-Art for periods preceding the Purchaser’s ownership of such entities, and the Vendors shall cooperate fully with the Purchaser and its representatives
and shall make available to the Purchaser and its representatives in a timely fashion such data and other information as may reasonably be required by SGS International, Inc. for the preparation of such audited financial statements, and the Vendors
shall undertake commercially reasonable efforts to cause its auditors and accountants to cooperate fully with the Purchaser and its representative and make available such data and information. 
  

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	8.03	Time of the Essence 

 Time is of the essence
of this Agreement. 
  

	8.04	Fees and Commissions 

 Each of the Vendors
and the Purchaser will pay its respective legal and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any
other costs and expenses whatsoever and howsoever incurred and will indemnify and save harmless the other from and against any Claim for any broker’s, finder’s or placement fee or commission alleged to have been incurred as a result of any
action by it in connection with the transactions under this Agreement. 
  

	8.05	Public Announcements 

 Except as required by
law, no public announcement or press release concerning the sale and purchase of the Shares may be made by either of the Vendors or the Purchaser without the prior consent and joint approval of the Vendors and the Purchaser, which shall not be
unreasonably withheld. Without limiting the generality of the preceding sentence, the Vendors acknowledge that the Purchaser’s parent corporation, SGS International, Inc., will be required by the rules of the United States Securities and
Exchange Commission (the “SEC”) to disclose in publicly available filings with the SEC this Agreement, details regarding the transactions contemplated by this Agreement and historical and pro forma financial information with respect
to 1043497, Tri-Ad, C&W and Flex-Art, and consent to such disclosures. 
  

	8.06	Benefit of the Agreement 

 This Agreement
will enure to the benefit of and be binding upon the respective heirs, executors, administrators, other legal representatives, successors and permitted assigns of the parties hereto. 
  

	8.07	Entire Agreement 

 This Agreement constitutes
the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties,
terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement. 
  

	8.08	Amendments and Waivers 

 No amendment to this
Agreement will be valid or binding unless set forth in writing and duly executed by both of the parties hereto. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party
purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived. 
  

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	8.09	Assignment 

 This Agreement may not be
assigned by any of the Vendors without the written consent of the Purchaser but (x) this Agreement may be assigned by the Purchaser without the consent of the Vendors to an Affiliate of the Purchaser and (y) the Purchaser (or any Affiliate
of the Purchaser pursuant to an assignment described in the preceding clause (x)) may assign any of its rights, but not its obligations, hereunder to any of its lenders, including any agent, successor or assign of such lenders, without the consent
of the Vendors. 
  

	8.10	Notices 

 Any demand, notice or other
communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery, by registered mail or by electronic means of communication addressed to the recipient as follows: 
  

			
	To the Vendors:
	
	Janko Herak
	2095 Lakeshore Blvd. West, PH 15
	Toronto, Ontario
	M8V 4G4
	
	To the Purchaser:
	
	c/o SGS International Inc.
	626 West Main Street, Suite 500
	Louisville, Kentucky
	40202
	USA
		
	Fax No.:	  	(502) 634-5298
		
	Attention:	  	President

 or to such other street address, individual or electronic communication number or address as may be designated by
notice given by either party to the other. Any demand, notice or other communication given by internationally recognized courier or personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given
by registered mail, on the third Business Day following the deposit thereof in the mail and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the Business Day
during which such normal business hours next occur if not given during such hours on any day. 
  

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	8.11	No Third Party Beneficiaries 

 Except as
provided in Section 8.06, this Agreement is solely for the benefit of: 
  

	 	(a)	the Vendors, and each of their heirs, executors, administrators, other legal representatives, successors and permitted assigns, with respect to the obligations of the Purchaser
under this Agreement; and 

  

	 	(b)	the Purchaser and its successors and permitted assigns, with respect to the obligations of the Vendors under this Agreement; 

 and this Agreement will not be deemed to confer upon or give to any other person any remedy, claim, liability, reimbursement, cause of action or other right. The Vendors
appoint the Purchaser as the trustee for the Purchaser’s directors, officers, employees and agents of the covenants of indemnification of the Vendors with respect to such persons as specified in this Agreement and the Purchaser accepts such
appointment. 
  

	8.12	Governing Law 

 This Agreement is governed by
and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. 
  

	8.13	Attornment 

 For the purpose of all legal
proceedings this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to entertain any action arising under this Agreement. The Vendors and the Purchaser each
attorns to the jurisdiction of the courts of the Province of Ontario. 
  

	8.14	Counterparts 

 This Agreement may be executed
in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. 
  


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	8.15	Facsimiles 

 Delivery of an executed
signature page to this Agreement by any party by electronic transmission will be as effective as delivery of a manually executed copy of this Agreement by such party. 
 IN WITNESS WHEREOF the parties have executed this Agreement. 
  

							
		 		 	SOUTHERN GRAPHIC SYSTEMS-CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN-CANADA, CO.
				
		 		 	Per:	 	/s/ Luca C. Naccarto
		 		 	Name:	 	Luca C. Naccarto
		 		 	Title:	 	
				
	SIGNED, SEALED AND DELIVERED in the presence of:	 		 	)	 	
		 		 	)	 	
	/s/ Adam S. Armstrong	 		 	)	 	/s/ Janko Herak
	Witness	 		 	)	 	Janko Herak
		 		 	)	 	
	/s/ Adam S. Armstrong	 		 	)	 	/s/ Adrianne Herak
	Witness	 		 	)	 	Adrianne Herak
			
		 		 	ADRIANNE HERAK TRUST
				
		 		 	Per:	 	/s/ Janko Herak
		 		 	Name:	 	Janko Herak
		 		 	Title:	 	
			
		 		 	C. J. K. PHOTO ENGRAVERS LIMITED
				
		 		 	Per:	 	/s/ Janko Herak
		 		 	Name:	 	Janko Herak
		 		 	Title:	 	

  

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