Exhibit 2.1

Execution Version

BUSINESS COMBINATION AGREEMENT

BY AND AMONG

CRANE HARBOR ACQUISITION CORP.,

XANADU QUANTUM TECHNOLOGIES LIMITED,

AND

XANADU QUANTUM TECHNOLOGIES INC.

DATED AS OF November 3, 2025

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BUSINESS COMBINATION AGREEMENT

This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of November 3, 2025, is made by and among Crane Harbor Acquisition Corp., a Cayman Islands exempted company (“Crane Harbor”), Xanadu Quantum Technologies Limited, a company incorporated under the Business Corporations Act (Ontario) (“Newco”), and Xanadu Quantum Technologies Inc., a corporation continued under the Business Corporations Act (Ontario) (the “Company”). Crane Harbor, the Company and Newco shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

WHEREAS, Crane Harbor is a blank check company incorporated as a Cayman Islands exempted company on January 2, 2025 and incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, pursuant to the Governing Documents of Crane Harbor, Crane Harbor is required to provide an opportunity for its shareholders to have their outstanding Crane Harbor Class A Shares redeemed on the terms and subject to the conditions set forth therein in connection with obtaining the Crane Harbor Shareholder Approval;

WHEREAS, as of the date of this Agreement, Crane Harbor Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), owns 7,333,333 Crane Harbor Class B Shares, representing 100% of the issued and outstanding Crane Harbor Class B Shares;

WHEREAS, concurrently with the execution of this Agreement, the Sponsor, Crane Harbor, the Company and Newco are entering into the sponsor letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, prior to the Crane Harbor Continuance, (a) the Sponsor has agreed to waive any adjustment to the conversion ratio set forth in the Governing Documents of Crane Harbor or any other anti-dilution or similar protection with respect to the Crane Harbor Class B Shares (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise), and (b) an aggregate of 7,333,333 shares of Crane Harbor Class B Shares held by the Sponsor, together with its direct and indirect investors and other investors, will be exchanged for Subordinate Voting Shares in the Crane Harbor Exchange and pursuant to the Plan of Arrangement (the “Retained Promote Shares”), and on the fourth (4th) anniversary of the Closing Date (the “Vesting Term”) (i) 550,000 of the Retained Promote Shares shall be forfeited for no consideration if the Share Price is not at least $12.50 per Subordinate Voting Share for twenty (20) trading days within any thirty (30) consecutive trading day period during the Vesting Term, and (ii) 550,000 additional Retained Promote Shares shall be forfeited for no consideration if the Share Price is not at least $15.00 per Subordinate Voting Share for twenty (20) trading days within any thirty (30) consecutive trading day period during the Vesting Term; provided, however, that in the event of (A) a merger, amalgamation, arrangement, consolidation or other business combination involving Newco, (B) a sale of all or substantially all of the assets of Newco, or (C) any other transaction or series of related transactions as a result of which the holders of Subordinate Voting Shares immediately prior to such transaction cease to own at least a majority of the outstanding Subordinate Voting Shares of Newco or its successor entity, in any case, during the Vesting Term, then, immediately prior to the consummation of such transaction, any and all Retained Promote Shares shall become fully vested and shall no longer be subject to forfeiture under this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, certain investors (the “PIPE Investors”) are each entering into a subscription agreement, substantially in the form attached hereto as Exhibit C (the “Subscription Agreement” and collectively, the “Subscription Agreements”), with Newco, pursuant to which, among other things, the PIPE Investors have agreed, subject to the Closing occurring, to subscribe for and purchase, and Newco has agreed that in accordance with the terms of the Plan of Arrangement, Newco will issue and sell (i) to the PIPE Investors, the number of Subordinate Voting Shares provided for in the applicable Subscription Agreement in exchange for the purchase price set forth therein, and (ii) to Sponsor, its members or their respective Affiliates, the number of Subordinate Voting Shares provided for in its Subscription Agreement in exchange for a purchase price of $6,250,000.00 (the aggregate purchase price under the Subscription Agreements, the “PIPE Financing Amount”, and the equity financing under the Subscription Agreements hereinafter referred to as, the “PIPE Financing”), on the terms and subject to the conditions set forth in the Subscription Agreements; WHEREAS, on or prior to the Crane Harbor Continuance Date, Crane Harbor shall complete the Crane Harbor Shareholder Redemption prior to the Crane Harbor Continuance;

WHEREAS, on the Crane Harbor Continuance Date but prior to the Closing Date, Crane Harbor shall be continued from the Companies Act (Cayman Islands) to the Business Corporations Act (Ontario) (the “OBCA”) (the “Crane Harbor Continuance”), on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, prior to the Closing Date, the Company shall complete the Pre-Closing Reorganization; WHEREAS, on the Closing Date, in accordance with the terms of the Plan of Arrangement, the PIPE Financing shall be consummated;

WHEREAS, on the Closing Date and pursuant to the Plan of Arrangement, Newco will acquire all of the outstanding shares of each of Crane Harbor and the Company, and, as a result, (1) each issued and outstanding Crane Harbor Share (including Crane Harbor Shares received in consideration for the exercise of all Crane Harbor Share Rights pursuant to the Plan of Arrangement) shall be exchanged for one Subordinate Voting Share, provided that no fractional Subordinate Voting Shares shall be issued (the “Crane Harbor Exchange”), and (2) each issued and outstanding Company Preferred Share and Company Voting Common Share shall be exchanged for a Multiple Voting Share and each Company Non-Voting Common Share shall be exchanged for a Subordinate Voting Share (collectively, the “Company Exchange”, together with the Crane Harbor Exchange and the transactions contemplated in this Agreement, the Plan of Arrangement and the Ancillary Documents, collectively, the “Transactions”);

WHEREAS, at the Closing, the Sponsor and certain Company Shareholders will enter into an investor rights agreement, substantially in the form attached hereto as Exhibit D (the “Investor and Registration Rights Agreement”), pursuant to which, among other things, (a) the Sponsor will have certain rights to nominate directors to the board of directors of Newco following the Closing and (b) the Sponsor and such Company Shareholders will (i) agree not to effect any sale or distribution of any Equity Securities of Newco held by any of them during the lock-up period described therein and (ii) be granted certain registration rights with respect to their respective Equity Securities of Newco, in each case, on the terms and subject to the conditions therein;

WHEREAS, the board of directors of Crane Harbor (the “Crane Harbor Board”) has (a) determined that the Transactions are in the best interests of Crane Harbor and its shareholders, (b) approved this Agreement, the Ancillary Documents to which Crane Harbor is or will be a party and the Transactions and (c) resolved to recommend, among other things, approval of this Agreement and the transactions contemplated by this Agreement (including the Crane Harbor Continuance) by the holders of Crane Harbor Shares entitled to vote thereon;

WHEREAS, the board of directors of the Company has (a) determined that the Transactions are in the best interests of the Company and fair to the Company Shareholders, (b) approved this Agreement, the Ancillary Documents to which the Company is or will be a party and the Transactions, and (c) resolved to recommend, among other things, that the Company Shareholders vote in favor of the Company Arrangement Resolution; and

WHEREAS, concurrently with the execution of this Agreement, certain Company Shareholders (collectively, the “Supporting Company Shareholders”) will duly execute and deliver to Crane Harbor a transaction support agreement, substantially in the form attached hereto as Exhibit E (collectively, the “Transaction Support Agreements”), pursuant to which, among other things, each such Supporting Company Shareholder agrees to approve the Transactions, consents to the entering into and execution by the Company of this Agreement and agrees to, among other things, support and vote in favor of the Company Arrangement Resolution.

NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms have the respective meanings set forth below.

“Additional Crane Harbor SEC Reports” has the meaning set forth in Section 5.6.

“Adjournment Proposal” has the meaning set forth in Section 6.9.

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto. Notwithstanding the foregoing or anything to the contrary herein, (a) the Affiliates of the Sponsor shall be deemed to include Crane Harbor Non-Controlled Affiliates and their Affiliates and (b) any portfolio company or entity managed or controlled by any investment vehicle owned or managed by Crane Harbor Non-Controlled Affiliates and their Affiliates shall not be considered an Affiliate of Crane Harbor.

“Aggregate Closing PIPE Proceeds” means the aggregate cash proceeds actually received by Crane Harbor in respect of the PIPE Financing.

“Aggregate Exercise Price” means the aggregate exercise price of (a) all Company Options and (b) all Company Warrants, in each case converted to its U.S. dollar equivalent based on the C$:U.S.$ Bank of Canada daily exchange rate five (5) Business Days prior to the Closing Date, and rounding the resulting exercise price up to the nearest whole cent.

“Aggregate Transaction Proceeds” means an amount equal to (a) the sum (without duplication) of (i) the aggregate cash proceeds available for release to Crane Harbor from the Trust Account in connection with the transactions contemplated hereby (after, for the avoidance of doubt, giving effect to all of the Crane Harbor Shareholder Redemptions), (ii) the unrestricted cash on the balance sheet of Crane Harbor as of the Closing, and (iii) the Aggregate Closing PIPE Proceeds, minus (b) the sum (without duplication) of (i) the Unpaid Crane Harbor Expenses and the Unpaid Crane Harbor Liabilities and (ii) the Company Expenses; provided, that, for purposes of calculating the Aggregate Transaction Proceeds, the Company Expenses shall not exceed the sum of the (A) Unpaid Crane Harbor Expenses plus (B) the Unpaid Crane Harbor Liabilities.

“Agreement” has the meaning set forth in the introductory paragraph to this Agreement.

“Allocation Schedule” has the meaning set forth in Section 2.8.

“Ancillary Documents” means the Plan of Arrangement, the Investor and Registration Rights Agreement, the Sponsor Letter Agreement, the Subscription Agreements, the Letter of Transmittal, the Transaction Support Agreements, and each other agreement, document, instrument and/or certificate contemplated by this Agreement executed or to be executed by the Parties in connection with the transactions contemplated hereby.

“Anti-Corruption Laws” means, collectively, (a) the U.S. Foreign Corrupt Practices Act (FCPA), as amended, (b) the Corruption of Foreign Public Officials Act (Canada), (c) the anti-corruption provisions of the Criminal Code (Canada), (d) any applicable Laws adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (e) any other applicable anti-bribery or anti-corruption Laws of any jurisdiction related to combatting bribery and corruption.

“Anti-Money Laundering Laws” means any applicable anti-money laundering and terrorist financing Laws in all applicable jurisdictions, the rules and regulations thereunder and any applicable related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity, including without limitation, the financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (also known as the Bank Secrecy Act), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), Parts II.1 and XII.1 of the Criminal Code (Canada); the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), 18 U.S.C. §§ 1956-1957, and regulations and guidance thereunder.

“Arrangement” means an arrangement under Section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of Crane Harbor, Newco and the Company, such consent not to be unreasonably withheld, conditioned or delayed.

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

“Audited Company Financial Statements” has the meaning set forth in Section 3.4(a).

“BCA Proposal” has the meaning set forth in Section 6.9.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York and Toronto, Ontario are open for the general transaction of business.

“Canadian Prospectus” means the preliminary and final non-offering prospectus of Newco filed with the Ontario Securities Commission to become a “reporting issuer” (within the meaning of applicable Canadian Securities Laws) in the Province of Ontario.

“Canadian Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder.

“CASL” means the Personal Information Protection and Electronic Documents Act (SC 2000, c 5), An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (SC 2010 c 23).

“CBA” has the meaning set forth in Section 3.14(e).

“Change in Recommendation” has the meaning set forth in Section 6.9.

“Change of Control Transaction” means any transaction or series of related transactions (a) under which any Person(s), directly or indirectly, acquires or otherwise purchases (i) another Person or any of its Affiliates or (ii) all or a material portion of assets, businesses or equity securities of another Person, and (b) that results, directly or indirectly, in the shareholders of a Person as of immediately prior to such transaction holding, in the aggregate, less than fifty percent (50%) of the voting shares of such Person (or any successor or parent company of such Person) immediately after the consummation thereof (in the case of each of clause (a) and (b), whether by merger, consolidation, tender offer, recapitalization, purchase or issuance of equity securities, tender offer or otherwise).

“Closing” has the meaning set forth in Section 2.7.

“Closing Date” has the meaning set forth in Section 2.7.

“Closing Filing” has the meaning set forth in Section 6.5(b).

“Closing Press Release” has the meaning set forth in Section 6.5(b).

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

“Company” has the meaning set forth in the introductory paragraph to this Agreement.

“Company Acquisition Proposal” means (a) any transaction or series of related transactions under which any Person(s), directly or indirectly, acquires or otherwise purchases (i) the Company or any of its controlled Affiliates or (ii) all or a material portion of the assets or business of the Company and its controlled Affiliates (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise), or (b) any equity investment in the Company or any of its controlled Affiliates pursuant to which any such Person would own or control, directly or indirectly, twenty percent (20%) or more of the voting power of the Company or any of its controlled Affiliates immediately following such transaction. Notwithstanding the foregoing or anything to the contrary herein, none of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby (including the PIPE Financing) shall constitute a Company Acquisition Proposal.

“Company Allocation Schedule” has the meaning set forth in Section 2.8(a)(i).

“Company Arrangement Resolution” means a special resolution of the Company Shareholders in respect of the Arrangement substantially in the form attached to this Agreement as Exhibit A, which may be considered, at the Company’s election and in accordance with the Interim Order, at a Company Shareholders Meeting or by way of resolution in writing in accordance with the OBCA and the Company Shareholders Agreements.

“Company Articles of Incorporation” means the Articles of Incorporation of the Company, as amended (including by those certain articles of amendment dated April 20, 2022).

“Company Certificates” has the meaning set forth in Section 2.9(a).

“Company Change of Control Payment” means (a) any success, change of control, retention, transaction bonus or other similar payment or amount to any Person as a result of or in connection with this Agreement or the transactions contemplated hereby or any other Change of Control Transaction (including any such payments or similar amounts that may become due and payable based upon the occurrence of one or more additional circumstances, matters or events) or (b) any payments made or required to be made pursuant to or in connection with or upon termination of, and any fees, expenses or other payments owing or that will become owing in respect of, any Company Related Party Transaction (in the case of each of clause (a) and (b), regardless of whether paid or payable prior to, at or after the Closing or in connection with or otherwise related to this Agreement or any Ancillary Document).

“Company Common Shares” means common shares of the Company, issuable in series, of which the first series is designated “Voting Common Shares” (the “Company Voting Common Shares”) and the second series is designated “Non-Voting Common Shares” (the “Company Non-Voting Common Shares”).

“Company D&O Persons” has the meaning set forth in Section 6.14(a).

“Company Disclosure Schedules” means the disclosure schedules to this Agreement delivered to Crane Harbor by the Company on the date of this Agreement.

“Company Equity Award” means, as of any determination time, each outstanding Company Option, restricted share unit, share appreciation, phantom equity, and each other award to any current or former director, manager, officer, employee, individual independent contractor or other individual service provider of any Group Company of rights of any kind to receive any Equity Security of any Group Company or benefits measured in whole or in part by reference to any Equity Security of any Group Company, in each case, under any Company Equity Plan.

“Company Equity Plan” means, collectively, (a) the Stock Option Plan dated as of January 15, 2017, as amended; (b) the 2017 Equity Incentive Plan, dated as of October 30, 2017, as amended; (c) the 2018 Equity Incentive Plan dated as of April 6, 2018, as amended; and (d) each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other individual service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company.

“Company Exchange” has the meaning set forth in the recitals to this Agreement.

“Company Exchange Consideration” means an aggregate number of Newco Shares equal to (i) the sum of (A) the Equity Value plus (B) the Aggregate Exercise Price divided by (ii) $10.00.

“Company Expenses” means, as of any determination time, the aggregate amount of fees, expense, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, any Group Company in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of any Group Company, and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to any Group Company pursuant to this Agreement or any Ancillary Document; provided that, notwithstanding the foregoing or anything to the contrary herein, Company Expenses shall not include any Crane Harbor Expenses or Crane Harbor Liabilities.

“Company Financial Statements” has the meaning set forth in Section 3.4(b).

“Company Fully Diluted Shares” means the sum of (without duplication) (a) the aggregate number of Company Common Shares issued and outstanding immediately prior to the Closing including the aggregate number of Company Common Shares issuable upon conversion of any issued and outstanding Company Preferred Shares based on the then applicable conversion ratio; (b) the aggregate number of Company Common Shares issuable upon exercise or settlement of all issued and outstanding Company Equity Awards (whether vested or unvested), including Company Equity Awards exercised or settled prior to or in connection with the Closing; and (c) the aggregate number of Company Common Shares issuable upon exercise of the Company Warrants.

“Company Fundamental Representations” means the representations and warranties set forth in Section 3.1(a), and Section 3.1(b) (Organization and Qualification), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.5(b) (Consents and Requisite Governmental Approvals; No Violations), Section 3.8 (No Company Material Adverse Effect), and Section 3.17 (Brokers).

“Company Licensed Intellectual Property” means Intellectual Property Rights that is licensed to any Group Company.

“Company Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Group Companies, taken as a whole, provided, however, that none of the following, either alone or in combination, shall constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably expected to occur: any adverse change, event, effect or occurrence arising after the date of this Agreement resulting from or related to (a) general business or economic conditions in or affecting the United States or Canada, or changes therein, or the global economy generally, (b) any outbreak or escalation of war or hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage, civil unrest, cyber attack, cyberterrorism, riots, prolonged demonstrations or public disorders, or changes in global, national, regional, provincial, state or local political conditions, or any escalation or worsening thereof, (c) changes in the financial, banking, capital or securities markets generally in the United States, Canada or any other country or region in the world, or changes therein, including changes in interest rates in the United States, Canada or any other country and changes in exchange rates for the currencies of any countries, (d) changes or proposed changes in, or changes or proposed changes in the interpretation of, any applicable Laws, regulatory framework, IFRS or GAAP, (e) any change in the quantum computing industry generally, (f) the negotiation, execution or delivery of this Agreement, public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement (provided that the exception in this clause (f) shall not apply to the representations and warranties set forth in Section 3.5(b) to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by this Agreement or the condition set forth in Section 7.2(a) to the extent it relates to such representations and warranties), (g) any failure by any Group Company to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (a) through (f) or (h)), (h) any hurricane, tornado, flood, earthquake, tsunami, mudslides, wild fires, acts of God or other natural disasters or comparable events in the United States, Canada or any other country or region in the world, or any escalation of the foregoing, (i) any epidemics, pandemics, disease outbreaks or quarantines, (j) the imposition of or increase in tariffs or trade wars, (k) the taking of any action required by the terms of this Agreement or any Ancillary Document, (l) any actions taken or omitted to be taken by a Group Company at the written request or with the prior written consent of Crane Harbor, or (m) any material breach of this Agreement or any Ancillary Document by Crane Harbor; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (a) through (e) or (h) may be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent such change, event, effect or occurrence has a disproportionate adverse effect on the Group Companies, taken as a whole, relative to other participants operating in the industries or markets in which the Group Companies operate and solely to the extent of such disproportionate adverse effect.

“Company Meeting Materials” means, if applicable, the notice of the Company Shareholders Meeting and sufficient information regarding the Transaction to allow Company Shareholders to form a reasoned judgment thereon, to be sent to the Company Shareholders in connection with the approval of the Company Arrangement Resolution, together with any amendments thereto or supplements thereof in accordance with the terms of this Agreement.

“Company Non-Party Affiliates” means, collectively, each Company Related Party and each former, current or future Affiliates, Representatives, successors or permitted assigns of any Company Related Party (other than, for the avoidance of doubt, the Company). As it relates to the Company, the term “Non-Party Affiliates” means “Company Non-Party Affiliates.”

“Company Option” means, as of any determination time, each option to purchase Company Common Shares that is outstanding and unexercised (whether vested or unvested), whether granted under a Company Equity Plan or otherwise.

“Company Owned Intellectual Property” means all Intellectual Property Rights that are owned or purported to be owned by any of the Group Companies.

“Company Per Share Consideration” means the number of Newco Shares equal to (a) the Company Exchange Consideration divided by (b) the number of Company Fully Diluted Shares.

“Company Preferred Shares” means shares of the Company designated as “Series 1 Seed Preferred Shares,” “Series 2 Seed Preferred Shares,” “Series 3 Seed Preferred Shares,” “Series A Preferred Shares,” “Series B Preferred Shares” or “Series C Preferred Shares” pursuant to the Company Articles of Incorporation.

“Company Registered Intellectual Property” means all Registered Intellectual Property owned or purported to be owned by, or filed in the name of, any Group Company.

“Company Related Party” has the meaning set forth in Section 3.19.

“Company Related Party Transactions” has the meaning set forth in Section 3.19.

“Company Required Approval” means approval of the Company Arrangement Resolution by the affirmative vote of the holders of not less than two-thirds of the Company Shares, voting together as a single class.

“Company Shareholders” means, collectively, the holders of Company Shares as of any determination time prior to the Closing.

“Company Shareholders Agreements” means (a) the Fourth Amended and Restated Investors’ Rights Agreement, by and among the Company, the Founder (as defined therein) and the Investors (as defined therein), dated as of April 20, 2022, (b) the Fourth Amended and Restated First Refusal and Co-Sale Agreement, by and among the Company and the Shareholders (as defined therein), dated as of April 20, 2022 and (c) the Fourth Amended and Restated Voting Agreement, by and among the Company and Shareholders (as defined therein), dated as of April 20, 2022.

“Company Shareholders Meeting” means, if applicable, the meeting of the Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, that may be convened as provided by the Interim Order to consider, and if deemed advisable approve, the Company Arrangement Resolution.

“Company Shares” means, collectively, the Company Preferred Shares and the Company Common Shares.

“Company Warrants” means, collectively the SFTrust Warrants and the RBC Warrant.

“Confidentiality Agreement” means that certain Mutual Non-Disclosure Agreement, dated as of July 25, 2025, by and between the Company and Crane Harbor.

“Consent” means any notice, authorization, qualification, registration, filing, notification, waiver, order, consent or approval to be obtained from, filed with or delivered to, a Governmental Entity or other Person.

“Contract” or “Contracts” means any agreement, contract, license, lease, obligation, undertaking or other commitment or arrangement that is legally binding upon a Person or any of his, her or its properties or assets.

“Copyrights” has the meaning set forth in the definition of Intellectual Property Rights.

“Court” means the Ontario Superior Court of Justice (Commercial List).

“Crane Harbor” has the meaning set forth in the introductory paragraph to this Agreement.

“Crane Harbor Acquisition Proposal” means (a) any transaction or series of related transactions under which Crane Harbor or any of its controlled Affiliates, directly or indirectly, (i) acquires or otherwise purchases any other Person(s), (ii) engages in a business combination with any other Person(s), or (iii) acquires or otherwise purchases all or a material portion of the assets or businesses of any other Person(s) (in the case of each of clause (i), (ii) and (iii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise) or (b) any equity, debt or similar investment in Crane Harbor or any of its controlled Affiliates. Notwithstanding the foregoing or anything to the contrary herein, none of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby (including the PIPE Financing) shall constitute a Crane Harbor Acquisition Proposal.

“Crane Harbor By-laws Proposal” has the meaning set forth in Section 6.9.

“Crane Harbor Board” has the meaning set forth in the recitals to this Agreement.

“Crane Harbor Board Recommendation” has the meaning set forth in Section 6.9.

“Crane Harbor Change of Control Payment” means (a) any success, change of control, retention, transaction bonus or other similar payment or amount to any Person as a result of or in connection with this Agreement or the transactions contemplated hereby or any other Change of Control Transaction (including any such payments or similar amounts that may become due and payable based upon the occurrence of one or more additional circumstances, matters or events) or (b) any payments made or required to be made pursuant to or in connection with or upon termination of, and any fees, expenses or other payments owing or that will become owing in respect of, any Crane Harbor Related Party Transaction (in the case of each of clause (a) and (b), regardless of whether paid or payable prior to, at or after the Closing or in connection with or otherwise related to this Agreement or any Ancillary Document).

“Crane Harbor Class A Shares” means Crane Harbor’s Class A ordinary shares, $0.0001 par value.

“Crane Harbor Class B Shares” means Crane Harbor’s Class B ordinary shares, $0.0001 par value.

“Crane Harbor Continuance” has the meaning set forth in the recitals to this Agreement.

“Crane Harbor Continuance Date” means the date on which the Crane Harbor Continuance occurs.

“Crane Harbor Continuance Proposal” has the meaning set forth in Section 6.9.

“Crane Harbor D&O Persons” has the meaning set forth in Section 6.13(a).

“Crane Harbor Disclosure Schedules” means the disclosure schedules to this Agreement delivered to the Company by Crane Harbor on the date of this Agreement.

“Crane Harbor Exchange” has the meaning set forth in the recitals to this Agreement.

“Crane Harbor Exchange Consideration” means an aggregate number of Subordinate Voting Shares equal to the sum of (i) the number of Crane Harbor Shares outstanding and (ii) the number of Crane Harbor Shares issuable upon the exercise of the Crane Harbor Share Rights outstanding.

“Crane Harbor Expenses” means, as of any determination time, the aggregate amount of fees, expense, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, Crane Harbor in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby (including the PIPE Financing), including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of Crane Harbor and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to Crane Harbor pursuant to this Agreement or any Ancillary Document. Notwithstanding the foregoing or anything to the contrary herein, Crane Harbor Expenses shall not include any Company Expenses.

“Crane Harbor Financial Statements” means all of the financial statements of Crane Harbor included in the Crane Harbor SEC Reports.

“Crane Harbor Fundamental Representations” means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Capitalization), Section 5.3 (Authority), Section 5.8 (Trust Account), Section 5.11 (No Crane Harbor Material Adverse Effect) and Section 5.20 (Brokers).

“Crane Harbor Group Company” and “Crane Harbor Group Companies” mean, collectively, Crane Harbor and its Subsidiaries.

“Crane Harbor Information” has the meaning set forth in Section 2.4(d).

“Crane Harbor Liabilities” means, as of any determination time, the aggregate amount of Liabilities of Crane Harbor that would be accrued on a balance sheet in accordance with GAAP, whether or not such Liabilities are due and payable as of such time. Notwithstanding the foregoing or anything to the contrary herein, Crane Harbor Liabilities shall not include any Crane Harbor Expenses.

“Crane Harbor Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Crane Harbor; provided, however, that none of the following, either alone or in combination, shall constitute or be taken into account in determining whether a Crane Harbor Material Adverse Effect has occurred or is reasonably expected to occur: any adverse change, event, effect or occurrence arising after the date of this Agreement resulting from or related to (a) general business or economic conditions in or affecting the United States or Canada, or changes therein, or the global economy generally, (b) any outbreak or escalation of war or hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage, civil unrest, cyberterrorism, riots, prolonged demonstrations or public disorders, or changes in global, national, regional, provincial, state or local political conditions, or any escalation or worsening thereof, (c) changes in the financial, banking, capital or securities markets generally in the United States, Canada or any other country or region in the world, or changes therein, including changes in interest rates in the United States, Canada or any other country and changes in exchange rates for the currencies of any countries, (d) changes, or proposed changes in or changes or proposed changes in interpretation of any applicable Laws, regulatory framework, IFRS or GAAP, (e) any change, event, effect or occurrence that is generally applicable to the industries or markets in which Crane Harbor operates, (f) the negotiation, execution or delivery of this Agreement, public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement (provided that the exception in this clause (f) shall not apply to the representations and warranties set forth in Section 5.5(b) to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by this Agreement or the condition set forth in Section 7.3(a) to the extent it relates to such representations and warranties), (g) any failure by Crane Harbor to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (a) through (f) or (h)), (h) any hurricane, tornado, flood, earthquake, tsunami, mudslides, wild fires, acts of God or other natural disasters or comparable events in the United States, Canada or any other country or region in the world, or any escalation of the foregoing, (i) any epidemics, pandemics, disease outbreaks or quarantines, (j) the imposition of or increase in tariffs or trade wars, (k) the taking of any action required by the terms of this Agreement or any Ancillary Document, (l) any actions taken or omitted to be taken by Crane Harbor at the written request or with the prior written consent of the Company, (m) any material breach of this Agreement or any Ancillary Document by the Company, or (n) any matter set forth on Section 1.1 of the Crane Harbor Disclosure Schedules; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (a) through (e) or (h) may be taken into account in determining whether a Crane Harbor Material Adverse Effect has occurred or would reasonably be expected to occur to the extent such change, event, effect or occurrence has a disproportionate adverse effect on Crane Harbor relative to other “Crane Harbors” operating in the industries in which Crane Harbor operates.

“Crane Harbor New Class A Shares” means Crane Harbor’s Class A Common Shares after giving effect to the Crane Harbor Continuance.

“Crane Harbor New Class B Shares” means Crane Harbor’s Class B Common Shares after giving effect to the Crane Harbor Continuance.

“Crane Harbor Non-Controlled Affiliates” has the meaning set forth in Section 6.7(b).

“Crane Harbor Non-Party Affiliates” means, collectively, each Crane Harbor Related Party and each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any Crane Harbor Related Party (other than, for the avoidance of doubt, Crane Harbor). As it relates to Crane Harbor, the term “Non-Party Affiliates” means “Crane Harbor Non-Party Affiliates.”

“Crane Harbor Related Party” has the meaning set forth in Section 5.21.

“Crane Harbor Related Party Transactions” has the meaning set forth in Section 5.21.

“Crane Harbor SEC Reports” has the meaning set forth in Section 5.6.

“Crane Harbor Share Rights” means the right to receive one tenth (1/10) of one Crane Harbor Class A Share, subject to adjustment, upon the terms and conditions in the Share Rights Agreement.

“Crane Harbor Share Rightsholders” means, collectively, the holders of Crane Harbor Share Rights as of any determination time prior to the Closing.

“Crane Harbor Shareholders” means, collectively, the holders of Crane Harbor Shares as of any determination time prior to the Closing.

“Crane Harbor Shareholder Approval” means (i) with respect to the BCA Proposal, Crane Harbor By-laws Proposal and the Adjournment Proposal, the affirmative vote of the holders of at least a majority of the Crane Harbor Shares present in person or represented by proxy and entitled to vote at the Crane Harbor Shareholders Meeting, in each case, in accordance with the Governing Documents of Crane Harbor and applicable Law and (ii) with respect to the Crane Harbor Continuance Proposal and the Plan of Arrangement Proposal, the affirmative vote of the holders of at least two-thirds of the Crane Harbor Shares present in person or represented by proxy and entitled to vote at the Crane Harbor Shareholders Meeting, in each case, in accordance with the Governing Documents of Crane Harbor and applicable Law.

“Crane Harbor Shareholder Redemption” means the redemption by Crane Harbor of all or a portion of the Crane Harbor Class A Shares (in connection with the transactions contemplated by this Agreement or otherwise), as set forth in Governing Documents of Crane Harbor.

“Crane Harbor Shareholders Meeting” has the meaning set forth in Section 6.9.

“Crane Harbor Shares” means (a) prior to the consummation of the Crane Harbor Continuance, collectively, the Crane Harbor Class A Shares and the Crane Harbor Class B Shares, and (b) from and after the consummation of the Crane Harbor Continuance, collectively, the Crane Harbor New Class A Shares and Crane Harbor New Class B Shares. Any reference to the Crane Harbor Shares in this Agreement or any Ancillary Document shall be deemed to refer to clause (a) and/or clause (b) of this definition as the context so requires.

“Crane Harbor Tax Counsel” has the meaning set forth in Section 6.6(b).

“Disclosed Personal Data” means Personal Data subject to Canadian Privacy Laws that either Party receives or discloses to the other Party in connection with this Agreement.

“Disclosing Party” has the meaning set forth on Section 6.3(c).

“Disclosure Requirements” has the meaning set forth in Section 6.3(c).

“Dissent Rights” has the meaning set forth in the Plan of Arrangement.

“DPA” has the meaning set forth in Section 3.23.

“Employee Benefit Plan” means any employee benefit plan, program, agreement or arrangement, including any bonus, profit sharing, stock option, stock purchase, restricted stock, phantom stock, shadow equity, other equity- based compensation arrangement, performance award, incentive, deferred compensation, pension plan or scheme or insurance, life, accident, critical illness, retiree medical or life insurance, death or disability benefit, health or welfare (including hospitalization, prescription drug and dental), employee assistance, retirement, retirement savings, supplemental retirement, severance, redundancy, retention, change in control, employee loan, educational assistance, sick pay, expatriate benefit, vacation plans or arrangements and any other employee benefit plans, programs or arrangements, whether written or unwritten, registered or non-registered, funded or unfunded, insured or uninsured, provided that an Employee Benefit Plan shall not include any statutory plans maintained by a Governmental Entity.

“Environmental Laws” means all Laws and Orders concerning pollution, the storage, use, treatment, transportation, handling, importation, exportation, sale, distribution, labeling, recycling, processing or testing of Hazardous Substance, the protection of the environment, or the protection of human health or safety (to the extent relating to exposure to Hazardous Substances).

“Equity Securities” means any share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or similar rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.

“Equity Value” means $3,000,000,000.

“Ex-Im Laws” means all applicable Laws relating to export, re-export, transfer and import controls, including but not limited to (1) the Export and Import Permits Act (Canada), the regulations thereunder, and the customs and import Laws administered by the Canada Border Services Agency, and (2) the Export Administration Regulations and the customs and import Laws administered by U.S. Customs and Border Protection.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Agent” has the meaning set forth in Section 2.9(a).

“Federal Securities Laws” means the Exchange Act, the Securities Act and the other U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise.

“Final Order” means the final order of the Court pursuant to Section 182 of the OBCA, approving the Arrangement, as such order may be amended by the Court with the consent of Crane Harbor, Newco and the Company, such consent to not be unreasonably withheld, conditioned or delayed, at any time prior to the Closing or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended, on appeal, provided that any such amendment is reasonably acceptable to each of Crane Harbor, Newco and the Company.

“Final Order Submission” has the meaning set forth in Section 2.5.

“Foreign Antitrust Laws” has the meaning set forth in Section 3.5(a).

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Generative AI Tools” has the meaning set forth in SectionSection 3.13(j).

“Governing Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a U.S. or Canadian corporation are its certificate or articles of incorporation and all amendments thereto and, as the case may be, its articles of amendments, articles of amalgamations and all amendments thereto and its by-laws, the “Governing Documents” of a U.S. or Canadian limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a U.S. limited liability company are its operating or limited liability company agreement and certificate of formation and the “Governing Documents” of a Cayman Islands exempted company are its memorandum and articles of association.

“Governmental Entity” means any United States, Canadian or other (a) federal, state, provincial, territorial, local, municipal or other government, (b) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal) or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal (public or private), self-regulatory organization or stock exchange.

“Group Company” and “Group Companies” mean, collectively, the Company and its Subsidiaries.

“Group Company Privacy Requirements” has the meaning set forth in Section 3.21(a).

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

“Hazardous Substance” means any material, substance, waste or other pollutant or contaminant that is regulated by, or for which standards of conduct may be imposed or may give rise to Liability pursuant to, any Environmental Law, including any petroleum products or byproducts, noise, odor, mold, asbestos, lead, polychlorinated biphenyls, per- and poly-fluoroalkyl substances, or radon.

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

“IFRS” means the International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as in effect from time to time.

“Indebtedness” means, as of any time, without duplication, with respect to any Person, the outstanding principal amount of, accrued and unpaid interest on, fees and expenses arising under or in respect of (a) indebtedness for borrowed money, (b) other obligations evidenced by any note, bond, debenture or other debt security, (c) obligations for the deferred purchase price of property or assets, including “earn-outs” and “seller notes” (but excluding any trade payables arising in the ordinary course of business), (d) reimbursement and other obligations with respect to letters of credit, bank guarantees, bankers’ acceptances or other similar instruments, in each case, solely to the extent drawn, (e) leases required to be capitalized under IFRS or GAAP as applicable, (f) derivative, hedging, swap, foreign exchange or similar arrangements, including swaps, caps, collars, hedges or similar arrangements, and (g) any of the obligations of any other Person of the type referred to in clauses (a) through (f) above directly or indirectly guaranteed by such Person or secured by any assets of such Person, whether or not such Indebtedness has been assumed by such Person.

“Initial Board” has the meaning set forth in Section 6.16(a).

“Intellectual Property Rights” means all intellectual property rights of every kind and nature existing from time to time, however denominated, throughout the world, under common law or equity, whether registered or not, including: (a) patents and patent applications, industrial designs and design patent rights, integrated circuit topographies, including any continuations, divisionals, continuations-in-part and provisional applications and statutory invention registrations, any patents issuing on any of the foregoing and any reissues, reexaminations, substitutes, supplementary protection certificates, extensions, or registrations of any of the foregoing, the right to file applications, and any other right or protection under any patent law or other invention or discovery law or other similar laws (collectively, “Patents”); (b) rights in trademarks, service marks, certification marks, trade names, service names, brand names, trade dress rights, logos, Internet domain names, corporate names and other source or business identifiers, together with the goodwill associated with any of the foregoing, all applications, registrations, extensions and renewals of any of the foregoing, the right to file applications, and any other right or protection under any trademark law, passing off, unfair competition law or other similar laws (collectively, “Marks”); (c) copyrights, moral rights, sui generis rights in technical databases, technical data, design rights, and mask work rights, whether or not published and whether or not copyrightable, the right to file applications, and all registrations, applications renewals, extensions and reversions of any of any of the foregoing (collectively, “Copyrights”); and (d) rights in confidential information, know-how, and Trade Secrets.

“Intended Tax Treatment” has the meaning set forth in Section 6.6(a)(i).

“Interim Order” means the interim order of the Court contemplated by Section 2.2 of this Agreement and made pursuant to Section 182 of the OBCA, as the same may be amended by the Court with the consent of Crane Harbor, Newco and the Company, such consent not to be unreasonably withheld, conditioned or delayed, provided that any such amendment is reasonably acceptable to each of the Company, Newco and Crane Harbor.

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

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investor and Registration Rights Agreement” has the meaning set forth in the recitals to this Agreement.

“IPO” has the meaning set forth in Section 10.19.

“IT Systems” means all computer systems, Software and hardware, communication systems, servers and network equipment and databases (including those that are used to Process data), in each case of the foregoing to the extent comprising any information technology Software, hardware or system, and including any outsourced systems, in each case, to the extent owned, licensed or leased by Crane Harbor or a Group Company, as applicable.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Latest Balance Sheet” has the meaning set forth in Section 3.4(a).

“Law” means any federal, state, provincial, territorial, local, foreign, national or supranational statute, law (including common law), act, statute, ordinance, treaty, rule, Order, code, regulation or other binding directive or guidance issued, promulgated or enforced by a Governmental Entity having jurisdiction over a given matter.

“Leased Real Property” has the meaning set forth in Section 3.18(b).

“Letter of Transmittal” means the letter of transmittal in the form or forms mutually agreed to by each of Crane Harbor, the Exchange Agent and the Company (in any case, such agreement not to be unreasonably withheld, conditioned or delayed).

“Liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law (including any Environmental Law), Proceeding or Order and those arising under any Contract, agreement, arrangement, commitment or undertaking.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien, license or sub-license, charge, or other similar encumbrance or interest (including, in the case of any Equity Securities, any voting, transfer or similar restrictions).

“Mandatory Disclosure” has the meaning set forth in Section 6.3(c).

“Marks” has the meaning set forth in the definition of Intellectual Property Rights.

“Material Contracts” has the meaning set forth in Section 3.7(a).

“Material Customers” has the meaning set forth in Section 3.20.

“Material Permits” has the meaning set forth in Section 3.6.

“Material Vendors” has the meaning set forth in Section 3.20.

“Minimum Cash Condition” has the meaning set forth in Section 7.3(d).

“Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

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

“Nasdaq” means the Nasdaq Global Market.

“Newco” has the meaning set forth in the recitals to this Agreement.

“Newco Equity Incentive Plan” has the meaning set forth in Section 6.18.

“Newco Shares” means, collectively, the Multiple Voting Shares and the Subordinate Voting Shares.

“OBCA” has the meaning set forth in the recitals to this Agreement.

“Order” means any writ, order, judgment, injunction, decision, determination, award, ruling, subpoena, verdict or decree entered, issued or rendered by any Governmental Entity having jurisdiction over such matter.

“Owned Software” has the meaning set forth in Section 3.13(i).

“Parties” has the meaning set forth in the introductory paragraph to this Agreement.

“Patents” has the meaning set forth in the definition of Intellectual Property Rights.

“PCAOB” means the Public Company Accounting Oversight Board.

“Permits” means any approvals, authorizations, clearances, licenses, registrations, permits, consents, orders or certificates of a Governmental Entity.

“Permitted Liens” means (a) mechanic’s, materialmen’s, carriers’, repairers’ and other similar statutory Liens arising or incurred in the ordinary course of business for amounts that are not yet delinquent or are being contested in good faith by appropriate proceedings and for which sufficient reserves have been established in accordance with GAAP or IFRS, as applicable, (b) Liens for Taxes, assessments or other governmental charges not yet due and payable as of the Closing Date or which are being contested in good faith by appropriate proceedings and for which sufficient reserves have been established in accordance with GAAP or IFRS, as applicable, (c) encumbrances and restrictions on real property (including easements, covenants, conditions, rights of way and similar restrictions) that do not prohibit or materially interfere with any of the Group Companies’ use or occupancy of such real property, (d) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Entity having jurisdiction over such real property and which are not violated by the use or occupancy of such real property or the operation of the businesses of the Group Company and do not prohibit or materially interfere with any of the Group Companies’ use or occupancy of such real property, (e) cash deposits or cash pledges to secure the payment of workers’ compensation, unemployment insurance, social security benefits or obligations arising under similar Laws or to secure the performance of public or statutory obligations, surety or appeal bonds, and other obligations of a like nature, in each case in the ordinary course of business and which are not yet due and payable, (f) the non-exclusive licenses to Intellectual Property Rights granted in the ordinary course of business, and (g) Liens listed and described on Section 1.1 of the Company Disclosure Schedules.

“Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other similar entity, whether or not a legal entity.

“Personal Data” means any data in any Group Company’s or Crane Harbor’s, as applicable, possession, custody or control, that constitutes “personal information”, “personally identifiable information” or “personal data” or is within the meaning of any similarly defined term under applicable Laws.

“PIPE Financing” has the meaning set forth in the recitals to this Agreement.

“PIPE Financing Amount” has the meaning set forth in the recitals to this Agreement.

“PIPE Investors” has the meaning set forth in the recitals to this Agreement.

“Plan of Arrangement” means the Plan of Arrangement in substantially the form attached hereto as Exhibit B, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company, Newco and Crane Harbor, each acting reasonably.

“Pre-Closing Crane Harbor Holders” means the holders of Crane Harbor Shares at any time prior to the Crane Harbor Continuance.

“Pre-Closing Reorganization” means the transactions to be undertaken and completed by the Company and certain Company Shareholders prior to Closing as set out in Schedule A, as amended from time to time prior to Closing.

“Privacy Laws” means any applicable Laws governing the processing of Personal Data, including but not limited to, in each case to the extent applicable to the relevant Personal Data, CASL, CAN-SPAM Act, California Consumer Privacy Act, federal, provincial or state data security Laws, and federal, provincial or state data breach notification Laws.

“Proceeding” means any lawsuit, litigation, action, audit, examination, claim, cause of action, complaint, charge, proceeding, investigation, inquiry, administrative enforcement proceeding, suit or arbitration (in each case, whether civil, criminal or administrative and whether public or private) pending by or before or otherwise involving any Governmental Entity.

“Process” (or “Processing” or “Processes” or “Processed”) means the collection, use, storage, processing, recording, distribution, transfer, import, export, protection (including security measures), disposal or disclosure, performance of operations or set of operations on data or on sets of data, or other activity regarding data (whether electronically or in any other form or medium).

“Prospectus” has the meaning set forth in Section 10.19.

“Proxy Statement” means the proxy statement of Crane Harbor relating to the transactions contemplated by this Agreement and the Ancillary Documents.

“Public Shareholders” has the meaning set forth in Section 10.19.

“Real Property Leases” means all leases, sub-leases, licenses or other agreements, in each case, pursuant to which any Group Company leases or sub-leases any real property.

“RBC Warrant” means the warrants to purchase Company Non-Voting Common Shares evidenced by the warrant certificate issued by the Company in favor of Royal Bank of Canada, dated as of May 23, 2023.

“Registered Intellectual Property” means all issued Patents, pending Patent applications, registered Marks, pending applications for registration of Marks, registered Copyrights, pending applications for registration of Copyrights and Internet domain name registrations.

“Registration Statement” means a registration statement on Form F-4 relating to the transactions contemplated by this Agreement and the Ancillary Documents and containing the Proxy Statement.

“Representatives” means, with respect to any Person, such Person’s Subsidiaries and its and such Subsidiaries’ respective directors, managers, officers, employees, accountants, consultants, advisors, attorneys, agents and other representatives.

“Rollover Equity Awards” means an equity award with respect to Newco Shares that is outstanding on the day following the Closing Date and that is received in exchange for a Company Equity Award upon disposition and cancellation of such Company Equity Award in accordance with the Plan of Arrangement.

“Rollover Warrants” means a warrant with respect to Newco Shares that is outstanding on the day following the Closing Date and that is received in exchange for a Company Warrant upon disposition and cancellation of such Company Warrant in accordance with the Plan of Arrangement.

“Sanctions Laws” means all applicable economic or financial sanctions Laws, including those administered by (a) the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, any other agency of the U.S. government, (b) the government of Canada, or (c) applicable anti-boycott measures.

“Sanctioned Person” means any person, organization or vessel (a) designated on any sanctions-related list of designated persons, including, to the extent applicable, the OFAC list of Specially Designated Nationals and Blocked Persons, the OFAC Foreign Sanctions Evaders List, the OFAC Sectoral Sanctions Identifications List, the Bureau of Industry and Security (“BIS”) Entity List, the BIS Military End-User List, and/or listed by Canada under the regulations to the Special Economic Measures Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada), the United Nations Act (Canada), the Regulations Establishing a List of Entities under the Criminal Code (Canada), or any other similar Canadian law, or on any additional list of targeted persons issued under the applicable Sanctions Laws of the U.S., Canada, or any other country, (b) that is, or is part of, a government of a Sanctioned Territory, (c) 50% or more owned or otherwise controlled by, or acting on behalf of, any of the foregoing, (d) with whom it is otherwise prohibited to transact under any Sanctions Laws.

“Sanctioned Territory” means any country or territory subject to a comprehensive embargo under applicable Sanctions Laws including Cuba, Iran, North Korea, Syria (prior to July 1, 2025), and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“Schedules” means, collectively, the Company Disclosure Schedules and the Crane Harbor Disclosure Schedules.

“SEC” means the U.S. Securities and Exchange Commission.

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

“Securities Laws” means Federal Securities Laws and other applicable foreign and domestic securities or similar Laws, including the applicable securities laws in each of the provinces of Canada (excluding Quebec), and the respective regulations and rules under such laws together with applicable published rules, policy statements, blanket rulings and orders, instruments, rulings and notices of the regulatory authorities in such provinces.

“Security Incident” means any breach of security leading to the unauthorized access to or misuse, disclosure, modification, or destruction of any Personal Data.

“SFTrust Warrants” means, collectively, (i) the warrants to purchase Company Voting Common Shares evidenced by the warrant certificate issued by the Company in favor of SFTrust Holdings, LLC dated as of January 15, 2018, (ii) the warrants to purchase Company Voting Common Shares evidenced by the warrant certificate issued by the Company in favor of SFTrust Holdings, LLC dated as of July 8, 2019, and (iii) the warrants to purchase Company Voting Common Shares evidenced by the warrant certificate issued by the Company in favor of SFTrust Holdings, LLC dated as of October 21, 2021.

“Share Price” means, for any applicable trading day, the closing price of the Subordinate Voting Shares on the Nasdaq.

“Share Rights Agreement” means the Share Rights Agreement, by and between Crane Harbor and Trustee, dated as of April 24, 2025.

“Signing Filing” has the meaning set forth in Section 6.5(b).

“Signing Press Release” has the meaning set forth in Section 6.5(b).

“Software” shall mean any and all computer programs and software, including any and all software implementations of algorithms, models and methodologies, whether in (and including all) source code or object code.

“Sponsor” has the meaning set forth in the recitals to this Agreement.

“Sponsor Letter Agreement” has the meaning set forth in the recitals to this Agreement.

“Subordinate Voting Share” means the subordinate voting shares in the capital of Newco.

“Subscription Agreement” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership or other legal entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the limited liability company, partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

“Supporting Company Shareholders” has the meaning set forth in the recitals to this Agreement.

“Tax” means (a) any U.S., Canadian or other non-U.S. federal, state, local, provincial or territorial income, gross receipts, franchise, estimated, alternative minimum, sales, use, transfer, value added, excise, stamp, customs, duties, ad valorem, real property, personal property (tangible and intangible), capital stock, social security, unemployment, payroll, wage, employment, severance, occupation, registration, environmental, communication, mortgage, profits, license, lease, service, GST/HST, withholding, premium, unclaimed property, escheat, turnover, windfall profits or other taxes, duties, fees, charges, imposts, or assessments of any kind whatever, whether computed on a separate or combined, unitary or consolidated basis or in any other manner, together with any interest, deficiencies, penalties, additions to tax, instalments of tax, or additional amounts imposed by any Governmental Entity with respect thereto, whether disputed or not, and (b) any Liability for any amounts of the type described in clause (a) of another Person by operation of Law (including under Treasury Regulations Section 1.1502-6 or analogous U.S. state or local or non-U.S. Law), as a transferee or successor, or as a result of any Tax sharing, indemnification or similar agreement.

“Tax Authority” means any Governmental Entity responsible for the collection or administration of Taxes or Tax Returns.

“Tax Contest” means any audit, hearing, proposed adjustment, arbitration, deficiency, assessment, reassessment, suit, dispute, claim, or other Proceeding commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of a Liability for Taxes.

“Tax Return” means returns, information returns, elections, notices, designations, statements, declarations, claims for refund, and reports relating to Taxes filed or required to be filed with any Governmental Entity, including any schedules and attachments thereto and any amendments thereof.

“Termination Date” has the meaning set forth in Section 8.1(d).

“Trade Secrets” means confidential business, technical and proprietary information that: (a) derives independent economic value, actual or potential, from not being generally known to the public or to other Persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts to maintain its secrecy.

“Transaction Proposals” has the meaning set forth in Section 6.9.

“Transaction Support Agreements” has the meaning set forth in the recitals to this Agreement.

“Transactions” has the meaning set forth in the recitals to this Agreement.

“Treasury Regulations” means the U.S. Treasury Department regulations promulgated under the Code, as amended from time to time (including any successor regulations).

“Trust Account” has the meaning set forth in Section 10.19.

“Trust Account Released Claims” has the meaning set forth in Section 10.19.

“Trust Agreement” has the meaning set forth in Section 5.8.

“Trustee” has the meaning set forth in Section 5.8.

“TSX” means the Toronto Stock Exchange.

“Unaudited Company Financial Statements” has the meaning set forth in Section 3.4(b).

“Unpaid Crane Harbor Expenses” means the Crane Harbor Expenses that are unpaid as of immediately prior to the Closing.

“Unpaid Crane Harbor Liabilities” means the Crane Harbor Liabilities as of immediately prior to the Closing.

“Unpaid Company Expenses” means the Company Expenses that are unpaid as of immediately prior to the Closing.

“Vesting Term” has the meaning set forth in the recitals to this Agreement.

“WARN” means the Worker Adjustment Retraining and Notification Act of 1988, as well as similar applicable foreign, state or local Laws.

“Weedbrook Share” has the meaning set forth in Section 4.2(a).

ARTICLE 2

THE ARRANGEMENT; THE TRANSACTIONS; CLOSING

Section 2.1 The Arrangement. On the terms and subject to the conditions hereof, the Company, Newco and Crane Harbor shall proceed to effect the Arrangement under Section 182 of the OBCA beginning at the Arrangement Effective Time, on the terms contained in the Plan of Arrangement.

Section 2.2 The Interim Order.

(a) No later than three (3) Business Days after the filing with the SEC of the Registration Statement, the Company, Newco and Crane Harbor shall apply in a manner reasonably acceptable to the Parties pursuant to Section 182 of the OBCA and will cooperate to prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things:

(i) that the Transaction Support Agreements have been duly executed by each of the Supporting Company Shareholders;

(ii) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting or from whom approval in writing of the Company Arrangement Resolution shall be sought, as applicable;

(iii) that the required level of approval for the Company Arrangement Resolution shall be the Company Required Approval;

(iv) that, in all other respects, the terms, restrictions and conditions of the Governing Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting, if applicable; (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

(vi) that, if applicable. the Company Shareholders Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court;

(vii) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Shareholders Meeting or in writing will not change in respect of any adjournment(s) or postponement(s) of the Company Shareholders Meeting, as applicable;

(viii) that proxies in respect of the Company Required Approval may be delivered to the Company up to the deadline specified in the Company Meeting Materials, as may be waived in the Company’s discretion;

(ix) for the grant of Dissent Rights as contemplated in the Plan of Arrangement and the affirmation of the waiver of such Dissent Rights by the Company Shareholders in accordance with the Company Shareholders Agreements;

(x) for the class of Persons to whom notice is to be provided in respect of the Crane Harbor Shareholders Meeting and for the manner in which such notice is to be provided;

(xi) that the required level of approval for the Plan of Arrangement Proposal shall be the Crane Harbor Shareholder Approval;

(xii) that, in all other respects, the terms, restrictions and conditions of the Governing Documents of Crane Harbor, including quorum requirements and all other matters, shall apply in respect of the Crane Harbor Shareholders Meeting;

(xiii) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

(xiv) that the Crane Harbor Shareholders Meeting may be adjourned or postponed from time to time by Crane Harbor in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court;

(xv) that the record date for the Crane Harbor Shareholders entitled to notice of and to vote at the Crane Harbor Shareholders Meeting will not change in respect of any adjournment(s) or postponement(s) of the Crane Harbor Shareholders Meeting;

(xvi) that proxies in respect of the Crane Harbor Shareholder Approval may be delivered to the Company up to the deadline specified in the information circular delivered by Crane Harbor to the Crane Harbor Shareholders, as may be waived in Crane Harbor’s discretion; and

(xvii) for such other matters as the Parties may agree are reasonably necessary to complete the Transactions.

Section 2.3 Company Approval of the Company Arrangement Resolution.

(a) Subject to the terms of this Agreement, the Interim Order and the provision of the Crane Harbor Information, the Company shall, at its election, either request in writing or convene and conduct the Company Shareholders Meeting, in each instance, in accordance with the Governing Documents of the Company, applicable Laws and the Interim Order as soon as reasonably practicable (but acknowledging that the Company may apply to the Court for an Interim Order as late as three (3) Business Days after the filing with the SEC of the Registration Statement), and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Shareholders Meeting, as applicable, without the prior written consent of Crane Harbor (not to be unreasonably withheld, delayed or conditioned), except in the case of an adjournment as required for quorum purposes. The Company shall consult with Crane Harbor in fixing the record date for the Company Shareholders Meeting and the date of the Company Shareholders Meeting, give notice to Crane Harbor of the Company Shareholders Meeting and allow Crane Harbor’s Representatives and legal counsel to attend the Company Shareholders Meeting, in each instance, as applicable. The Company shall use its reasonable best efforts to obtain the Company Required Approval in respect of the Company Arrangement Resolution, including instructing the management proxyholders named in the Company Meeting Materials to vote any discretionary or blank proxy submitted by shareholders in favor of such action, as applicable, and shall take all other action reasonably necessary or advisable to secure the Company Required Approval in respect of the Company Arrangement Resolution. If determined appropriate by the Company, the Company shall solicit and diligently pursue from Company Shareholders consents in writing for the Company Arrangement Resolution and after reasonable effort has been made to obtain such consents, exercise any available rights under the Company Shareholders Agreements necessary to confirm approval in writing of the Company Arrangement Resolution.

(b) The Company shall provide Crane Harbor with (i) updates with respect to the aggregate tally of the proxies or consents received by the Company in respect of the Company Arrangement Resolution, (ii) updates with respect to any communication (written or oral) from any Company Shareholder in opposition to the Arrangement, (iii) the right to demand postponement or adjournment of the Company Shareholders Meeting, as applicable, if, based on the tally of proxies, the Company will not receive the Company Required Approval in respect of the Company Arrangement Resolution; provided, that the Company Shareholders Meeting, so postponed or adjourned, shall not be later than (A) five (5) Business Days prior to the Termination Date or (B) ten (10) days from the date of the first Company Shareholders Meeting, and (iv) the right to review and comment on all communications sent to Company Shareholders in connection with the Arrangement (provided that if Crane Harbor decides to exercise such right, it must be exercised in an expeditious manner).

Section 2.4 The Company Meeting Materials.

(a) The Company shall promptly prepare and complete, in good faith consultation with Crane Harbor, the Company Meeting Materials together with any other documents required by applicable Law in connection with the Company Shareholders Meeting, if applicable, and the Arrangement, and the Company shall, as promptly as practicable after obtaining the Interim Order, cause the Company Meeting Materials and such other documents to be sent to each Company Shareholder and other person as required by the Interim Order and applicable Law.

(b) The Company shall ensure that the Company Meeting Materials (i) comply with the Governing Documents of the Company, the Interim Order and applicable Law, (ii) do not contain any Misrepresentation, except with respect to Crane Harbor Information included in the Company Meeting Materials, which Crane Harbor will ensure does not contain a Misrepresentation, (iii) provide the Company Shareholders with sufficient information (explained in sufficient detail) to permit them to form a reasoned judgement concerning the matters to be placed before the Company Shareholders Meeting or approved in writing, and (iv) state any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Law.

(c) The Company shall, subject to the terms of this Agreement, ensure that the Company Meeting Materials include a statement that the board of directors of the Company has unanimously (i) determined that the Plan of Arrangement and the Transactions are in the best interests of the Company and fair to the Company Shareholders and (ii) recommended that the Company Shareholders vote in favor of the Company Arrangement Resolution.

(d) Crane Harbor shall assist the Company in the preparation of the Company Meeting Materials, including obtaining and furnishing to the Company any information with respect to Crane Harbor required to be included under applicable Laws in the Company Meeting Materials (the “Crane Harbor Information”), and ensuring that the Crane Harbor Information does not contain any Misrepresentation. The Company shall give Crane Harbor and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Meeting Materials and other related documents, and shall accept the reasonable comments made by Crane Harbor and its counsel, and agrees that all information relating to Crane Harbor included in the Company Meeting Materials must be in a form and content reasonably satisfactory to Crane Harbor.

(e) Each Party shall promptly notify the other Parties if it becomes aware that the Company Meeting Materials contain a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders as required by the Court or applicable Law.

Section 2.5 The Final Order. The Company, Newco and Crane Harbor shall take all steps necessary or desirable to submit the Arrangement to the Court (the “Final Order Submission”) and diligently pursue an application for the Final Order pursuant to Section 182 of the OBCA, as soon as reasonably practicable, but in any event not later than the later of (a) three (3) Business Days after the date on which the Company Arrangement Resolution is passed either at the Company Shareholders Meeting or in writing, as provided for in the Interim Order and (b) three (3) Business Days after the receipt of the Crane Harbor Shareholder Approval.

Section 2.6 Court Proceedings.

(a) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company, Newco and Crane Harbor shall: (i) diligently pursue the Interim Order and the Final Order; (ii) provide such Party’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and accept the reasonable comments of Crane Harbor, the Company and Newco and its applicable legal counsel; (iii) provide each other Party copies of any notice of appearance, evidence or other documents served on it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any person to appeal, or oppose the granting of, the Interim Order or the Final Order; (iv) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (v) not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with such other Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that no Party shall be required to agree or consent to any increase or variation in the form of the exchange consideration under the Transactions or other modification or amendment to such filed or served materials that expands or increases its obligations, or diminishes or limits such Party’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement, oppose any proposal from any person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Closing, a Party is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation and cooperation with, each other Party; and (vii) not object to legal counsel to Crane Harbor, the Company or Newco making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that such Party advises the other of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

(b) Subject to the terms of this Agreement, each Party will cooperate with, and assist the other Parties, in seeking the Interim Order and the Final Order, including by providing, on a timely basis, any information reasonably required or requested to be supplied by a Party in connection therewith.

Section 2.7 Closing Transactions. The Company Exchange and Crane Harbor Exchange shall occur upon the terms and subject to the conditions set forth in the Plan of Arrangement. The closing of Transactions, including the Company Exchange and Crane Harbor Exchange in accordance with the Plan of Arrangement, (the “Closing”) shall take place electronically by exchange of the closing deliverables by the means provided in Section 10.12 as promptly as reasonably practicable, but in no event shall the Closing occur on a date which is later than the third (3rd) Business Day following the satisfaction (or, to the extent permitted by applicable Law, waiver) of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) (the date on which the Closing occurs, the “Closing Date”) or at such other place, date and/or time as Crane Harbor and the Company may agree in writing.

Section 2.8 Allocation Schedule.

(a) No later than five (5) Business Days prior to the Closing Date:

(i) the Company shall deliver to Crane Harbor (and Crane Harbor shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Company Allocation Schedule”) setting forth (A) the number of Company Shares held by each Company Shareholder and the number of Company Shares subject to each (x) Company Equity Award and (y) Company Warrant held by each holder thereof and, in the case of each Company Option or Company Warrant, the exercise price thereof, (B) (x) the number of Multiple Voting Shares and Subordinate Voting Shares, as applicable, that will be subject to each Rollover Equity Award or Rollover Warrant, which shall be determined by multiplying the number of Company Shares subject to the corresponding Rollover Equity Award or Rollover Warrant, as applicable, immediately prior to the Closing by the Company Per Share Consideration and rounding the resulting number down to the nearest whole number of Newco Shares and (y) in the case a Rollover Equity Award issued in exchange for a Company Option or a Company Warrant, the exercise price of such Rollover Equity Award or Rollover Warrant, which shall be determined by dividing the exercise price per Company Share subject to the corresponding Company Equity Award or Company Warrant, as applicable, immediately prior to the Closing by the Company Per Share Consideration, (C) the portion of the exchange consideration allocated to each Company Shareholder, determined in the manner determined under the Plan of Arrangement, and (D) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (A), (B) and (C) is, and will be as of immediately prior to the Closing, true and correct in all respects and in accordance with the last sentence of this Section 2.8(a)(i). The Company will review any comments to the Allocation Schedule provided by Crane Harbor or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by Crane Harbor or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) the aggregate number of Newco Shares that each Company Shareholder will have a right to receive pursuant to the Plan of Arrangement will be rounded down to the nearest whole share, (y) in no event shall the aggregate number of Newco Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares, Company Equity Awards and Company Warrants exceed the Company Exchange Consideration and (z) the Allocation Schedule (and the calculations or determinations therein) shall be prepared in accordance with any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreements, the Company Equity Plan, the Company Warrants and any other Contract to which the Company is a party or bound to the extent applicable thereto; and

(ii) Crane Harbor shall deliver to the Company (and the Company shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Crane Harbor Allocation Schedule”) setting forth (A) the number of Crane Harbor Shares held by each Crane Harbor Shareholder and the number of outstanding Crane Harbor Share Rights held by each holder thereof, (B) the portion of the Crane Harbor Exchange Consideration allocated to each Crane Harbor Shareholder and each Crane Harbor Share Rightsholder, determined in the manner determined under the Plan of Arrangement, and (C) a certification, duly executed by an authorized officer of Crane Harbor, that the information delivered pursuant to clauses (A) and (B) is, and will be as of immediately prior to the Closing, true and correct in all respects and in accordance with the last sentence of this Section 2.8(a)(ii). The Company will review any comments to the Allocation Schedule provided by Crane Harbor or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by Crane Harbor or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) the aggregate number of Subordinate Voting Shares that each Crane Harbor Shareholder and each Crane Harbor Share Rightsholder will have a right to receive pursuant to the Plan of Arrangement will be rounded down to the nearest whole share, and (y) the Crane Harbor Allocation Schedule (and the calculations or determinations therein) shall be prepared in accordance with any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreements, the Share Rights Agreement, the Company Equity Plan, the Company Warrants and any other Contract to which the Company is a party or bound to the extent applicable thereto.

(b) The Parties, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on the names, amounts, and other information set forth in the Company Allocation Schedule and Crane Harbor Allocation Schedule, respectively. The Company Allocation Schedule and Crane Harbor Allocation Schedule may not be modified after delivery to the other Party except pursuant to a written instruction, with certification from an authorized representative of the Company or Crane Harbor, as applicable, that such modification is true and correct. The Parties and the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on such modified Company Allocation Schedule or Crane Harbor Allocation Schedule.

Section 2.9 Exchange Agent.

(a) As promptly as reasonably practicable following the date of this Agreement, but in no event later than ten (10) Business Days prior to the Closing Date, Newco shall appoint an exchange agent reasonably acceptable to the other Parties (such acceptance, not to be unreasonably withheld, conditioned or delayed) (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent for the purpose of exchanging (i) certificates, if any, representing the Company Shares (“Company Certificates”) and each Company Share held in book-entry form on the securities register of the Company immediately prior to the Closing, in either case, for the portion of the Company Exchange Consideration issuable in respect of such Company Shares pursuant to the Plan of Arrangement and on the terms and subject to the other conditions set forth in this Agreement, and (ii) certificates, if any, representing the Crane Harbor Shares or Crane Harbor Share Rights and each Crane Harbor Share or Crane Harbor Share Right held in book-entry form on the securities register of Crane Harbor immediately prior to the Closing, in either case, for the portion of the Crane Harbor Exchange Consideration issuable in respect of such Crane Harbor Shares or Crane Harbor Share Rights pursuant to the Plan of Arrangement and on the terms and subject to the other conditions set forth in this Agreement.

(b) At least three (3) Business Days prior to the Closing Date, the Company shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, a Letter of Transmittal to the Company Shareholders. At least three (3) Business Days prior to the Closing Date, Crane Harbor shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, a Letter of Transmittal to the holders of Crane Harbor Shares and Crane Harbor Share Rights.

(c) In accordance with the Plan of Arrangement, Newco shall deposit or cause to be deposited with the Exchange Agent for the benefit of the Company Shareholders, Crane Harbor Shareholders and Crane Harbor Share Rightsholders and for exchange in accordance with this Agreement evidence of Newco Shares representing the Company Exchange Consideration and Crane Harbor Exchange Consideration issuable pursuant to the Plan of Arrangement.

Section 2.10 Withholding. Notwithstanding anything in this Agreement to the contrary, Crane Harbor, Newco, the Group Companies and the Exchange Agent shall be entitled to take such actions as are reasonably necessary to deduct and withhold (or cause to be deducted and withheld) from any amounts payable or otherwise deliverable to any Person pursuant to the Arrangement or this Agreement such Taxes, source deductions and other amounts as are required to be deducted and withheld under applicable Tax Law; provided, that if a Party and the Exchange Agent, any of their respective Affiliates, or any party acting on their behalf determines that any payment hereunder is subject to deduction and/or withholding, other than any withholding on amounts treated as compensation for Tax purposes, then the Party shall (a) provide written notice to the other Parties as soon as reasonably practicable after such determination and (b) consult and cooperate with the other Parties reasonably and in good faith to reduce or eliminate any such deduction or withholding to the extent permitted by applicable Law. To the extent that amounts are so deducted and withheld and remitted to the applicable Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Each of Crane Harbor, the Group Companies, Newco, and the Exchange Agent, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such Person, such portion of any share or other security deliverable to such Person as is necessary to provide sufficient funds to Crane Harbor, Newco, a Group Company or the Exchange Agent, as the case may be, to enable it to comply with such deduction and withholding requirement and Crane Harbor, Newco, the Group Company or the Exchange Agent shall use commercially reasonable efforts to notify such Person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate Governmental Entity and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such Person. However, none of Crane Harbor, the Group Companies, Newco or the Exchange Agent will have or be deemed to have any fiduciary duty to any such Person and will not be liable for any loss arising out of any sale of shares, including any loss relating to the manner or timing of such sales, the prices at which the shares are sold or otherwise. The Parties shall cooperate in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding).

Section 2.11 Section 85 Election. If requested by a Company Shareholder, Newco agrees to execute a joint election under the provisions of subsection 85(1) of the Canadian Tax Act and the corresponding provisions of any other applicable provincial or territorial income Tax Law in respect of the transfer of the Company Shares by such Company Shareholder to Newco as part of the Company Exchange. The “elected amount” for each such election will be the amount determined by such Company Shareholder, as applicable, in compliance with the limits set out in the Canadian Tax Act or the provisions of any other applicable provincial or territorial income Tax Law. Such Company Shareholder shall be responsible for preparing the appropriate tax election forms; provided that any such election is in a form satisfactory to Newco, acting reasonably. Newco will execute and return such election within 30 days of receipt; provided, further, that Newco shall not be responsible for reviewing or otherwise ensuring the proper completion of such election (other than the accuracy of particular information in respect of Newco). Such Company Shareholder shall be solely responsible for filing such elections in a timely manner with the appropriate Governmental Entity. If a Company Shareholder subsequently determines that the desired elected amount is more or less than the elected amount indicated in a filed election form, the Company Shareholder shall prepare, the Company Shareholder and Newco shall jointly execute, and the Company Shareholder shall file the amended prescribed election form required to give effect to the foregoing, provided that the applicable Company Shareholder shall bear all Taxes, reasonable costs and expenses associated with the preparation, execution and filing of such amended election forms.

Section 2.12 Pre-Closing Reorganization.

(a) Subject to Section 2.12(b), (c) and (d), the Company and the Company Shareholders shall complete the Pre-Closing Reorganization in accordance with Schedule A prior to the Closing.

(b) Notwithstanding any other provision in this Agreement:

(i) the Company shall provide draft documents to implement the Pre-Closing Reorganization to Crane Harbor for its review and comment at least 10 Business Days prior to the implementation of the relevant step of the Pre-Closing Reorganization;

(ii) Crane Harbor shall provide comments, if any, to such draft documents within 5 Business Days after receipt of such draft documents; and

(iii) the Company shall consider in good faith any such comments provided by Crane Harbor.

(c) The Company shall provide Crane Harbor with copies of any tax elections that are required to be filed before Closing as soon as possible after such elections are filed with the appropriate Governmental Entity

(d) Notwithstanding anything to the contrary in this Agreement, in no event shall the Pre- Closing Reorganization result in Taxes payable by the Company in respect of a taxation year of the Company that ends on or before Closing.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES

Subject to Section 10.9, except as set forth in the Company Disclosure Schedules, the Company hereby represents and warrants to Crane Harbor as of the date hereof and as of the Closing (except for those representations and warranties that speak solely as of a specific date, in which case as of such date) as follows:

Section 3.1 Organization and Qualification.

(a) Each Group Company is a corporation, limited liability company, organization or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation, incorporation or organization (as applicable). Section 3.1(a) of the Company Disclosure Schedules sets forth the jurisdiction of formation, incorporation or organization (as applicable) for each Group Company. Each Group Company has the requisite corporate, limited liability company, organizational or other applicable business entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted, except where the failure to have such power or authority would not have a Company Material Adverse Effect.

(b) True, complete and correct copies of the Governing Documents of each Group Company and the Company Shareholders Agreements have been made available to Crane Harbor prior to the date of this Agreement, in each case, as amended and in effect as of the date of this Agreement. The Governing Documents of each Group Company and the Company Shareholders Agreements are in full force and effect, and no Group Company is in breach or violation of any provision set forth in its Governing Documents nor is the Company in material breach of the Company Shareholders Agreements. Except as set forth on Section 3.1(b) of the Company Disclosure Schedules, there are no other shareholder agreements or other agreement or resolution among the Company and any of its shareholders (in their capacity as shareholders of the Company) to which the Company or any Subsidiary of the Company is a party other than the Company Shareholders Agreements.

(c) Each Group Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a Company Material Adverse Effect.

(d) Except as contemplated by this Agreement or in connection with the Pre-Closing Reorganization, no steps or proceedings have been taken to authorize or require the discontinuance or dissolution or the bankruptcy, insolvency, liquidation or winding up of the Company or any Subsidiary of the Company.

(e) The Company and each Subsidiary has submitted all material notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Entity, except where the failure to do so would not have a Company Material Adverse Effect.

Section 3.2 Capitalization of the Group Companies.

(a) Section 3.2(a) of the Company Disclosure Schedules sets forth a true, complete and correct statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding, (ii) the identity of the Persons that are the registered owners thereof and (iii) with respect to each Company Equity Award, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) the expiration date, and (D) any applicable vesting schedule (including acceleration provisions), and there are no Equity Securities issued or outstanding in the Company as of the date of this Agreement except as set forth therein. All of the Equity Securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable. Except for the Company Equity Awards and the Company Warrants set forth on Section 3.2(a) of the Company Disclosure Schedules or as set forth in the Governing Documents of the Company, as of the date of this Agreement, the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted share, restricted share units, phantom share, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts to which the Company is a party that require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company.

(b) The outstanding Equity Securities of the Company (i) were not issued in violation of the Governing Documents of the Company or the Company Shareholders Agreements, (ii) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights or similar rights of any Person granted by the Company and (iii) have been offered, sold and issued in compliance, in all material respects, with applicable Law, including applicable Securities Laws, the Company Equity Plan and/or the applicable equity award agreement. Except for the Company Shareholders Agreements, there are no voting trusts, proxies or other Contracts to which the Company is a party with respect to the voting or transfer of the Company’s Equity Securities.

(c) Section 3.2(c) of the Company Disclosure Schedules sets forth a true, complete and correct statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the registered owners thereof, and there are no Equity Securities issued or outstanding in each Subsidiary of the Company as of the date of this Agreement except as set forth therein. There are no outstanding (A) equity appreciation, phantom equity, or profit participation rights or (B) options, restricted share, restricted share units, phantom share, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts to which any Subsidiary of the Company is a party that require any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Subsidiaries of the Company.

(d) The outstanding Equity Securities of each Subsidiary of the Company (i) were not issued in violation of the Governing Documents of such Subsidiary, and (ii) have been issued and granted in compliance in all material respects with applicable securities Laws and other applicable Law and all preemptive rights, call options, rights of first refusal or first offer, subscription rights, subordination rights or similar rights of any Person granted by such Subsidiary. Each outstanding Equity Security of each Subsidiary of the Company is owned 100% by the Company or another Subsidiary of the Company free and clear of all Liens (except for Permitted Liens), options, rights of first refusal and limitations on the Company’s or any Subsidiary of the Company’s voting or transfer rights other than transfer restrictions under applicable securities Laws and their respective Governing Documents.

(e) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture.

Section 3.3 Authority. The Company has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions. Subject to the Company Required Approval of the Company Arrangement Resolution, the execution and delivery of this Agreement, the Ancillary Documents to which the Company is or will be a party and the consummation of the Transactions have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company (other than the Company Required Approval) is necessary to authorize this Agreement or any Ancillary Documents or to consummate the Transactions. This Agreement and each Ancillary Document to which the Company is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by the Company and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of the Company (assuming that this Agreement and the Ancillary Documents to which the Company is or will be a party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto), enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

Section 3.4 Financial Statements; Undisclosed Liabilities.

(a) The audited consolidated financial statements of the Company as of and for the year ended December 31, 2023 and December 31, 2024 including the notes thereto (“Audited Company Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.17, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as of the dates thereof and for the periods indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors, and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X, as applicable).

(b) The unaudited consolidated financial statements of the Company as of June 30, 2025 and for the six- month period ended June 30, 2025 and the related notes thereto (the “Unaudited Interim Company Financial Statements” and together with the Audited Company Financial Statements, the “Company Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.17, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as of the dates thereof and for the periods indicated therein (subject to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), except as otherwise specifically noted therein and (iii) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X as applicable).

(c) The accounts receivable of the Company and its Subsidiaries reflected on the Unaudited Interim Company Financial Statements arose in the ordinary course of business from bona fide transactions and in accordance with GAAP and none of such accounts receivable are subject to any set offs, counterclaims, credits or other offsets, and are current and collectible and will be collected in accordance with their terms and their recorded amounts, subject only to the reserve for bad debts set forth in the Company Financial Statements. The accounts payable of the Company and its Subsidiaries reflected on the Unaudited Interim Company Financial Statements arose in the ordinary course of business from bona fide transactions and in accordance with GAAP. Since the date of the Unaudited Interim Company Financial Statements, the accounts receivable and accounts payable of the Company and its Subsidiaries have arisen in the ordinary course of business from bona fide transactions.

(d) Except for Liabilities (i) set forth in Section 3.4(d) of the Company Disclosure Schedules, (ii) incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby (including, for the avoidance of doubt, the Company Expenses and any Liabilities arising out of, or related to, any Proceeding related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, including any shareholder demand or other shareholder Proceedings (including derivative claims) arising out of, or related to, any of the foregoing), (iii) set forth or disclosed in the Company Financial Statements, (iv) that have arisen since the date of the Unaudited Interim Company Financial Statements in the ordinary course of business (and not as a result of a breach of any Contract by any Group Company), (v) that are incurred with the consent of Crane Harbor, or (vi) that are not, and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, the Company does not have any Liabilities that would be required to be included in a balance sheet prepared in accordance with GAAP or disclosed in the notes thereto.

(e) The Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Company maintains and, for all periods covered by the Company Financial Statements, have maintained books and records of the Company in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Company, in each case in all material respects.

(f) Since the date of the Unaudited Interim Company Financial Statements and as of the date hereof, to the knowledge of the Company, no Group Company has received any written complaint, allegation, assertion or claim that there is: (i) a “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies, (iii) fraud or corporate misappropriation, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies or (iv) any claim or allegation regarding any of the foregoing.

Section 3.5 Consents and Requisite Governmental Approvals; No Violations.

(a) No consent, approval, authorization or permit of, or designation, declaration or filing with or notification to, or expiration or termination of any waiting period by, any Governmental Entity is required on the part of the Company with respect to the Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act or under any applicable antitrust or other competition Laws of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”), (ii) the filing with the SEC of (A) the Registration Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) filings in connection with Canadian Securities Laws, (iv) receipt of the Interim Order and Final Order from the Court, the filing of any documents required by or in connection with obtaining the Final Order or the Interim Order, and filings required pursuant to the Plan of Arrangement, (v) the Company Required Approval in respect of the Company Arrangement Resolutions, or (vi) pursuant to funding agreements with Governmental Entities, (vii) any other consents, approvals, authorizations, permits, designations, declarations, waivers, notifications or filings, the absence of which would not have a Company Material Adverse Effect.

(b) Neither the execution, delivery or performance by the Company of this Agreement nor the Ancillary Documents to which the Company is or will be a party and, subject to receipt of the Company Required Approval and the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by this Section 3.5 nor the consummation by the Company of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Company’s Governing Documents or the Company Shareholders Agreements, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Material Contract to which any Group Company is a party, or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any Group Company or any of its properties or assets are bound, or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the assets or properties of any Group Company, except, in the case of clauses (ii) through (iv) above, as would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to timely consummate the Transactions.

Section 3.6 Permits. Each of the Group Companies has all Permits (the “Material Permits”) that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted, except where the failure to hold the same would not result in a Company Material Adverse Effect. (i) Each Material Permit is in full force and effect in accordance with its terms, (ii) no suspension or cancellation of any Material Permits is pending or, to the knowledge of the Company, threatened in writing except, in each case, as would not reasonably be expected to have a Company Material Adverse Effect, (iii) all fees and charges with respect to the Material Permits as of the date of this Agreement have been paid in full, and (iv) to the Company’s knowledge, neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of any Material Permit, except, in each case, as would not reasonably be expected to be, individually or in the aggregate, have a Company Material Adverse Effect.

Section 3.7 Material Contracts.

(a) Section 3.7(a) of the Company Disclosure Schedules sets forth a list of the following Contracts to which a Group Company is, as of the date of this Agreement, a party other than the Employee Benefit Plans, and purchase orders (the Contracts required to be set forth on Section 3.7(a) of the Company Disclosure Schedules, collectively, the “Material Contracts”):

(i) any Contract in respect of Indebtedness of any Group Company or pursuant to which a Lien (other than any Permitted Lien) is placed on any material assets or properties of any Group Company;

(ii) any Contract under which any Group Company is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000;

(iii) any Contract under which any Group Company is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by such Group Company, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iv) any joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, alliance or research or development Contract that is material to the business of the Group Companies taken as a whole;

(v) any material Contract with respect to any (A) license, royalty, indemnification, covenant not to sue, immunity under, escrow, co-existence, concurrent use, consent to use, assignment, or development of any material Intellectual Property Rights (including any Contracts relating to the licensing of material Intellectual Property Rights by any of the Group Companies to a third party or by a third party to the Company), (B) other Contracts have any material effect on any of the Group Companies’ ability to own, enforce, use, license or disclose any material Company Owned Intellectual Property, in each case, other than “off-the-shelf-software” licenses, or (C) the development of any material Intellectual Property Rights, independently or jointly, by or for any Group Company, except any written contracts referred to in Section 3.13(d);

(vi) any Contract that (A) limits in any material respect the freedom of any Group Company to engage or compete in any line of business or with any Person or group of Persons or in any area or that would so limit, in any material respect, the operations of any Group Company, or following the Closing, Crane Harbor, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting the ability of any Group Company to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or that would limit, in any material respect, the operations of the Company, other than in respect of non-disclosure agreements entered into by any Group Company in the ordinary course of business;

(vii) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by any Group Company in an amount in excess of (A) $500,000 annually or (B) $1,000,000 over the term of the agreement;

(viii) any Contract requiring any Group Company to guarantee the Liabilities of any Person (other than the Company or a Subsidiary of the Company) or pursuant to which any Person (other than the Company or a Subsidiary of the Company) has guaranteed the Liabilities of a Group Company, in each case in excess of $500,000;

(ix) any Contract under which any Group Company has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person or made any capital contribution to, or other investment in, any Person (other than the Company or a Subsidiary of the Company);

(x) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedules;

(xi) any Contract providing for any Company Change of Control Payment;

(xii) any CBA;

(xiii) any Contract for the disposition of any portion of the assets or business of any Group Company or for the acquisition by any Group Company of the assets or business of any other Person (other than acquisitions or dispositions made in the ordinary course of business), or under which any Group Company has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation;

(xiv) any settlement, conciliation or similar Contract (A) the performance of which would be reasonably likely to involve any payments in excess of $500,000 after the date of this Agreement, (B) with a Governmental Entity or (C) that imposes or is reasonably likely to impose, at any time in the future, any material, non-monetary obligations on any Group Company, including injunctive relief;

(xv) all Contracts that result in any Person holding an irrevocable power of attorney from the Company or any Subsidiary that relates to the Company, any Subsidiary or their respective business; (xvi) all Contracts that relate to the direct or indirect issuance, acquisition or disposition of any securities or business (whether by merger, issuance or sale of stock, sale of assets or otherwise) and under which there are surviving obligations of the Company or any Subsidiary;

(xvii) any Contract regarding any material indemnification obligations incurred or provided by any Group Company other than in the ordinary course of business; and

(xviii) any other Contract the performance of which requires either (A) annual payments to or from any Group Company in excess of $500,000 or (B) aggregate payments to or from any Group Company in excess of $1,000,000 over the term of the agreement and, in each case, that is not terminable by the applicable Group Company without penalty upon less than thirty (30) days’ prior written notice.

(b) (i) Each Material Contract is valid and binding on the applicable Group Company and, to the knowledge of the Company, the counterparty thereto, and is in full force and effect, (ii) the applicable Group Company and, to the knowledge of the Company, the counterparties thereto are not in material breach of, or material default under, any Material Contract nor has any Material Contract been canceled by any other party, (iii) to the Company’s knowledge, no event or omission has occurred that, through the passage of time or the giving of notice, or both, would constitute a default in any material respect thereunder or cause the acceleration of any Group Company’s obligations thereunder or result in the creation of any Lien, other than Permitted Liens, (iv) the Company has delivered or made available to Crane Harbor true, complete and accurate copies of each Material Contract, including all material amendments, schedules, ancillary documents, annexes, exhibits or certificates related thereto, subject to any confidentiality restrictions imposed by any Material Contract, (v) the Company and the Subsidiaries have not received any written or, to the knowledge of the Company, oral claim of default under any such Material Contract, and (vi) as of the date hereof, no Group Company has received written, or to the Company’s knowledge, oral, notice of termination, cancellation, modification or non-renewal of any Material Contract.

Section 3.8 Absence of Changes. During the period beginning on June 30, 2025 and ending on the date of this Agreement, no Company Material Adverse Effect has occurred, and except as otherwise reflected in the Company Financial Statements or as expressly contemplated by this Agreement, any Ancillary Document or in connection with the Transactions, the Group Companies have conducted its business in the ordinary course in all material respects.

Section 3.9 Litigation. There is (and since December 31, 2022, there has been) no Proceeding pending or, to the Company’s knowledge, threatened by or against any Group Company that, if adversely decided or resolved, would reasonably be expected to, individually or in the aggregate, result in a Company Material Adverse Effect. Neither the Group Companies nor any of their respective properties or assets are subject to any material Order (including any Order that would prevent, materially delay or materially impair the ability of the Company to timely consummate the Transactions). As of the date of this Agreement, there are no material Proceedings by a Group Company pending against any other Person.

Section 3.10 Compliance with Applicable Law. Each Group Company (a) conducts, and since December 31, 2022 has conducted, its business in accordance with all Laws and Orders applicable to such Group Company and is not in violation of any such Law or Order, and (b) has not received any written communications from a Governmental Entity that alleges that such Group Company is not in compliance with any such Law or Order, except in the case of each of clauses (a) and (b), as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

Section 3.11 Employee Plans.

(a) Section 3.11(a) of the Company Disclosure Schedules sets forth a true, complete and correct list of all material Employee Benefit Plans (including, for each such Employee Benefit Plan, its jurisdiction). With respect to each material Employee Benefit Plan, the Group Companies have made available to Crane Harbor true, complete and correct copies of the material documents pursuant to which the plan is maintained, funded and administered including, as applicable, (i) the most recent plan text and amendments, (ii) the most recent funding agreement (including any trust Contract or insurance Contract), (iii) the most recently prepared actuarial valuation report, (iv) all material correspondence with any applicable Governmental Entity for the current year and the previous three (3) years, and (v) the most recent employee booklet.

(b) No Group Company has any Liabilities to provide any post-retirement health or life insurance or other welfare-type benefits to any Person other than to the extent required by any applicable Laws. No Group Company has any Liabilities by reason of at any time being considered a single employer under Section 414 of the Code with any other Person.

(c) Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code (i) has timely received a favorable determination or opinion or advisory letter from the Internal Revenue Service, (ii) has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer or (iii) has time remaining under applicable Laws to apply for a determination or opinion letter or to make any amendments necessary to obtain a favorable determination or opinion letter, and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualified status of such Employee Benefit Plan. None of the Group Companies has incurred (whether or not assessed), or is reasonably expected to incur or be subject to, any liability, penalty or Tax under Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code.

(d) There are no pending or, to the Company’s knowledge, threatened claims or Proceedings with respect to any Employee Benefit Plan (other than routine claims for benefits). With respect to each Employee Benefit Plan, all contributions, distributions, reimbursements and premium payments that are due have been timely made in all material respects in accordance with the terms of the Employee Benefit Plan and in all material respects in compliance with the requirements of applicable Law.

(e) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not materially (alone or in combination with any other event) (i) result in any payment or benefit becoming due to or result in the forgiveness of any indebtedness of any current or former director, manager, officer, employee, individual independent contractor or other individual service providers of any of the Group Companies, (ii) increase the amount or value of any compensation or benefits payable to any current or former director, manager, officer, employee, individual independent contractor or other individual service providers of any of the Group Companies, or (iii) result in the acceleration of the time of payment or vesting, or trigger any payment or funding of any compensation or benefits to any current or former director, manager, officer, employee, individual independent contractor or other individual service providers of any of the Group Companies.

(f) None of the Employee Benefit Plans is, nor do the Group Companies have or reasonably expect to have any liability or obligation under, (i) a “registered pension plan” as defined in subsection 248(1) of the Canadian Tax Act, (ii) a “retirement compensation arrangement”, as defined as subsection 248(1) of the Canadian Tax Act, or (iii) a multi-employer pension plan within the meaning of any applicable federal or provincial pension benefits standards legislation in Canada.

(g) Each Employee Benefit Plan that is required to be registered or intended to be tax exempt in a jurisdiction outside of the United States has been registered (and, where applicable, accepted for registration) and is tax exempt and has been maintained, in all material respects, in good standing, to the extent applicable, with each Governmental Entity. To the knowledge of the Company, no fact or circumstance exists that could reasonably be expected to adversely affect the preferential tax treatment ordinarily accorded to any such Employee Benefit Plan.

(h) All material contributions required to have been made by or on behalf of the Group Companies with respect to plans or arrangements maintained or sponsored a Governmental Entity (including severance, termination indemnities or other similar benefits; Canada Pension Plan and Quebec Pension Plan contributions; unemployment insurance premiums; workers’ compensation premiums and assessments) have, in all material respects, been timely made.

Section 3.12 Environmental Matters.

(a) None of the Group Companies have received any written notice, report, Order, communication or other information from any Governmental Entity or any other Person regarding any actual, alleged, or potential violation in any material respect of, failure to comply in any material respect with, or material Liability under, any Environmental Laws.

(b) Except as would not have a Company Material Adverse Effect:

(i) the Group Companies are (and, since December 31, 2022, have been) in compliance with all Environmental Laws, which compliance has included obtaining, maintaining and complying with all Permits that are required pursuant to Environmental Laws for the ownership or occupation of their facilities and the operation of their business;

(ii) there is no Proceeding pending or, to the Company’s knowledge, threatened against any Group Company with respect to the Group Companies’ compliance with or liability pursuant to Environmental Laws and to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis of a material Proceeding under applicable Environmental Laws;

(iii) there has been no manufacture, release, treatment, storage, disposal, arrangement for disposal, transport or handling of, contamination by, or exposure of any Person to, any Hazardous Substances, in each case in a manner that has given or would give rise to Liabilities of the Group Companies under Environmental Law;

(iv) to the knowledge of the Company, none of the properties currently leased or operated by the Company or any Subsidiary (including, without limitation, soils and surface and ground waters) are contaminated with any Hazardous Substance in violation of applicable Environmental Laws;

(v) there have been no Hazardous Substances generated by the Group Companies that have been disposed of or come to rest at any site not in conformity with Environmental Laws;

(vi) to the knowledge of the Company, there are no underground storage tanks located on, no polychlorinated biphenyls or PCB-containing equipment used or stored on, and no Hazardous Substance stored on, any site operated by the Group Companies, except for the storage of hazardous waste in compliance with Environmental Laws;

(vii) the Group Companies have not assumed, undertaken, provided an indemnity with respect to or otherwise knowingly become subject to any Liabilities of any other Person under Environmental Law; and

(viii) the Group Companies have made available to Crane Harbor copies of all material written environmental reports, environmental audits, environmental permits, engineering studies, environmental studies and assessments and all other material environmental, health and safety documents that are in any Group Company’s possession or control since December 31, 2022 relating to the current or former operations, properties or facilities of the Group Companies.

Section 3.13 Intellectual Property.

(a) Except as listed on Section 3.13(a) of the Company Disclosure Schedules: (A) none of the Company Owned Intellectual Property has been developed with the assistance or use of any funding from any Governmental Entity, university, college, research institute or other educational institution, where, as a result, such Governmental Entity, university, college, research institute or other educational institution has or may claim any rights, title or interest in or to such Company Owned Intellectual Property; (B) no individual who was involved in, or who contributed to, the creation or development of any material Company Owned Intellectual Property has performed services for a Governmental Entity, university, college, research institute or other educational institution in a manner that would affect any material Company Owned Intellectual Property; and (C) the Group Companies are not and have never been a member or promoter of, or a contributor to, any industry standards body or similar organization or entity in a manner that requires the Group Companies to grant or offer to any Person any license or right to any material Company Owned Intellectual Property.

(i) Section 3.13(a)(i) of the Company Disclosure Schedules sets forth a true, complete and correct list of all currently issued or pending Company Registered Intellectual Property. Section 3.13(a)(i) of the Company Disclosure Schedules lists, for each item of Company Registered Intellectual Property (A) the owner(s) (and for patents and patent applications, the named inventor(s)), (B) the jurisdictions in which such item has been issued or registered or filed, (C) the issuance, registration or application date, as applicable, for such item and (D) the issuance, registration or application number, as applicable, for such item.

(ii) Section 3.13(a)(ii) of the Company Disclosure Schedules sets forth a true, complete and correct list of all Software that is material to the Group Companies’ current development of any Company Owned Intellectual Property, and for each item, a list of any Contracts related to such Software.

(iii) Except as disclosed in Section 3.13(a)(iii) of the Company Disclosure Schedules, there are no royalty payments, license fees or other sums currently owing by the Group Companies to any other Person in respect of any Intellectual Property Rights (excluding “off-the-shelf software”).

(b) Since December 31, 2022, (i) no issuance or registration obtained and no application filed by the Group Companies for any Company Registered Intellectual Property has been cancelled, abandoned, allowed to lapse or not renewed, except as set out in Section 3.13(b) of the Company Disclosure Schedules and (ii) no Group Company has received notice of any Proceedings pending related to any of the Company Registered Intellectual Property, including notice of any such litigations, interference, re-examination, inter parties review, reissue, opposition, nullity, notification of third party rights, or cancellation proceedings pending that relate to such Company Registered Intellectual Property.

(c) Except as provided at Section 3.13(c) of the Company Disclosure Schedules, the Group Companies exclusively own all right, title and interest in and to the Company Owned Intellectual Property free and clear of all Liens (other than Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect, subject to and to the extent permitted by applicable Laws, no Group Company is limited in any way in which it may choose to commercialize, exploit, use, adapt, modify, improve, associate or otherwise deal with any Company Owned Intellectual Property. For each item of material Company Owned Intellectual Property, each inventor, author, and other contributor that contributed to the development of such material Company Owned Intellectual Property has signed a written present assignment of all of their Intellectual Property Rights to a Group Company. No Group Company has transferred ownership of, or granted any exclusive license with respect to, any material Company Owned Intellectual Property to any other Person. Other than with respect to pending applications, the Company Registered Intellectual Property is, to the Company’s knowledge, subsisting, valid and enforceable. To the Company’s knowledge, none of the material Company Owned Intellectual Property is subject to any outstanding Order that restricts in any manner the use, sale, transfer, licensing or exploitation thereof by the Group Companies. Except for any lapsed or abandoned applications, the Group Companies have taken commercially reasonable steps designed to (A) identify, record, manage, protect, assert, and enforce the Group Companies’ rights in and to the Company Registered Intellectual Property and (B) properly maintain the Company Owned Intellectual Property in accordance with applicable Laws.

(d) Except as would not be reasonably expected to have a Company Material Adverse Effect, all employees and independent contractors who independently or jointly contributed to or otherwise participated in the authorship, invention, creation, improvement, modification or development of any material Intellectual Property Right for or on behalf of any Group Company have executed and delivered to a Group Company a written contract providing for (i) the non-disclosure by such Person of all Trade Secrets of the Group Companies disclosed to such Person by the Group Companies, and (ii) the assignment by such Person to a Group Company of all such Intellectual Property Rights authored, invented, created, improved, modified or developed, as applicable, by such Person in the course of their employment or other engagement with such Group Company.

(e) Except as would not reasonably be expected to have a Company Material Adverse Effect, each Group Company has taken commercially reasonable steps designed to safeguard and maintain the secrecy of any Trade Secrets owned by any Group Company and any other confidential information, including of a third party, currently or historically used by or otherwise under the custody or control of any Group Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, each Group Company has not disclosed any Trade Secrets to any other Person unless such disclosure was under an appropriate written non-disclosure Contract containing reasonable limitations on use, reproduction and disclosure. To the Company’s knowledge, since December 31, 2022, there has been no violation or unauthorized access to or disclosure of any Trade Secrets of any Group Company.

(f) Except as would not be expected to have a Company Material Adverse Effect, to the Company’s knowledge, the conduct and operation of the business of the Group Companies (i) does not infringe, misappropriate or otherwise violate, and (ii) since December 31, 2018, has not infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any other Person.

(g) Except as would not be expected to have a Company Material Adverse Effect, to the Group Companies’ knowledge, since December 31, 2018, no Person is or was infringing, misappropriating, or otherwise violating any Company Owned Intellectual Property or any Company Licensed Intellectual Property exclusively licensed to any Group Company. Since December 31, 2018, no Group Company has made or threatened any claim against any Person alleging any infringement, misappropriation or other violation of any Company Owned Intellectual Property.

(h) As of the date of this Agreement and except as would not reasonably be expected to have a Company Material Adverse Effect: (i) there is no Proceeding pending against any Group Company and there has been no such Proceeding since December 31, 2018 and (ii) no Group Company has received any written communications since December 31, 2018, in each case of (i) and (ii), (A) alleging that a Group Company infringed, misappropriated or otherwise violated any Intellectual Property Rights of any other Person, or (B) challenging the validity, enforceability, use or exclusive ownership of any Company Owned Intellectual Property, or (iii) inviting any Group Company to take a license under any Patent or consider the applicability of any Patents to any products or services of the Group Companies or to the conduct of the business of the Group Companies.

(i) To the Company’s knowledge, the Group Companies possess all source code, object code, and other documentation and materials necessary to compile (if subject to compilation) and operate the Group Companies’ proprietary Software that is owned or purported to be owned by the Group Companies (“Owned Software”). Except as provided at Section 3.13(j) of the Company Disclosure Schedules, the source code of the Group Companies’ Owned Software has not been delivered to or disclosed to any third party.

(j) Except as would not reasonably be expected to have a Company Material Adverse Effect, to the Company’s knowledge, the Group Companies (A) use all generative artificial intelligence technology (“Generative AI Tools”) in material compliance with applicable Laws and applicable terms governing such use (including each end user license agreement, terms of use, or other terms that govern the Group Companies’ use of Generative AI Tools), (B) have not made available any Personal Data or Trade Secrets of the Group Companies in any prompts or inputs into any Generative AI Tools, except in cases where the providers of such Generative AI Tools are subject to contractual obligations not to: (i) use such prompts or inputs to train the machine learning or algorithm of such Generative AI Tools; (ii) make such data, prompts or inputs available to any third party; and (iii) not to use such data, prompts or inputs for any purpose other than the generation of output to the user and for the benefit of the Group Company, (C) have not used Generative AI Tools to develop any Company Owned Intellectual Property, (D) have used and implemented commercially reasonable practices and procedures designed to ensure that any output generated by a Generative AI Tool has been tested for inaccuracy, and (E) ensure that any Software or other output created (in whole or in part) by the use of Generative AI Tools is subject to human review prior to use or publication, and Software output is subject to a code review process before such Software is used or implemented, including scans for security vulnerabilities.

Section 3.14 Labor and Employment Matters.

(a) The Group Companies are and since December 31, 2022 have been in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of individual independent contractors and exempt and non-exempt employees), immigration (including the completion of I-9s for all applicable employees and the proper confirmation of employee visas), harassment, discrimination and retaliation, disability rights or benefits, equal opportunity (including compliance with any affirmative action plan obligations), plant closures and layoffs (including WARN), workers’ compensation, labor relations, employee leave issues, affirmative action and affirmative action plan requirements and unemployment insurance.

(b) Section 3.14(b) of the Company Disclosure Schedules sets forth a list of any Contract (i) governing the terms of, or otherwise related to, the employment, engagement or services of any current director, manager, officer, employee, individual independent contractor or other individual service provider of a Group Company whose annual base salary (or, in the case of an individual independent contractor, annual base compensation) is in excess of $200,000, or (ii) providing for any Company Change of Control Payment.

(c) Since December 31, 2022, (i) none of the Group Companies (A) has or has had any material Liability for any arrears of or unpaid wages or other compensation for services to their current or former officers, directors, employees and individual independent contractors (including salaries, overtime, wage premiums, commissions, fees or bonuses) under applicable Law, Contract or Company policy, or any penalty, fines, Taxes, interest or other sums for failure to comply with any of the foregoing, or (B) has or has had any material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any current or former employees of any Group Company (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or by agreement to be withheld from wages, salaries and other payments to employees or individual independent contractors or other individual service providers of each Group Company, except as has not resulted in material Liability to the Group Companies, taken as a whole.

(d) Since December 31, 2022, there has been no “mass layoff”, “mass termination” or “plant closing” as defined by applicable Laws, including WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a result of the transactions contemplated by this Agreement.

(e) No Group Company is a party to or bound by any collective bargaining agreement or other agreement with any labor organization, labor union, works council or other employee representative or any other Contract with a labor union, labor organization, works council, employee delegate, representative or other employee collective group (each, a “CBA”) nor is there any duty on the part of any Group Company to bargain with any labor union, labor organization, works council, employee delegate, representative or other employee collective group. There are no CBAs or any other labor-related agreements or arrangements that pertain to any of the employees of the Group Companies, and no employees of the Group Companies are represented by any labor union, labor organization, works council, employee delegate, representative or employee collective group with respect to their employment with the Group Companies.

(f) Since December 31, 2022, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice complaints or charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against any Group Company. No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of any Group Company by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the knowledge of the Company, threatened to apply to be certified as the bargaining agent of any employees of any Group Company.

(g) To the Company’s knowledge, since December 31, 2022, (i) no labor union, works council, other labor organization, or group of employees of any Group Company has made a demand for recognition, and there are no representation proceedings presently pending, to the knowledge of the Company, or threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority and (ii) to the knowledge of the Company, there have been no labor organizing activities with respect to any employees of any Group Company. No trade union has applied to have any Group Company declared a common or related employer pursuant to the employment standards legislation or any similar legislation in any jurisdiction in which any Group Company carries on business.

(h) To the knowledge of the Company, no current or former employee or individual independent contractor of any Group Company is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other similar obligation: (i) owed to any Group Company; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the applicable Group Company.

(i) To the knowledge of the Company, no (i) current employee with aggregate annual compensation in excess of $200,000, nor (ii) any executive officer of the Company, intends to terminate his or her employment prior to the one (1) year anniversary of the Closing Date.

(j) No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other material workforce changes affecting employees of the Group Companies has occurred within the past twelve (12) months or is currently contemplated, planned or announced by the Group Companies.

(k) The Group Companies have promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations of which they are aware. With respect to each such allegation with potential merit, the Group Companies have taken prompt corrective action that is reasonably calculated to prevent further improper conduct. The Group Companies do not reasonably expect any material Liability with respect to any such allegations and are not aware of any allegations relating to officers, directors, employees, contractors, or agents of any Group Company, that, if known to the public, would bring such Group Company into material disrepute.

(l) No employee of any Group Company has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results by Law from the employment of an employee without an agreement as to notice or severance.

(m) No audit of a Group Company by a Governmental Entity is being conducted, or to the knowledge of the Company is pending, in respect of any foreign workers.

(n) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and no Group Company has been reassessed in any material respect under such legislation since December 31, 2022 and, to the knowledge of the Company, no audit of any Group Company is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no claims or potential claims which may materially adversely affect any Group Company’s accident cost experience in respect of its business.

Section 3.15 Insurance. Section 3.15 of the Company Disclosure Schedules sets forth a list of all material policies of fire, liability, workers’ compensation, property, casualty and other forms of insurance owned or held by any Group Company as of the date of this Agreement including (i) the names of the insurer, the principal insured and each named insured that is the Company or any Subsidiary, (ii) the policy number, (iii) the period of coverage, and (iv) the premium most recently charged. All such policies are in full force and effect, all premiums due and payable thereon as of the date of this Agreement have been paid in full as of the date of this Agreement, and true, complete and correct copies of all such policies have been made available to Crane Harbor. Neither the Company nor any Subsidiary is in material breach or default (including any such breach or default with respect to the payment of premiums, making of any claims or the giving of notice), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or material modification, under the policy. As of the date of this Agreement, no claim by any Group Company is pending under any such policies as to which coverage has been denied or disputed, or rights reserved to do so, by the underwriters thereof, except as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

Section 3.16 Tax Matters.

(a) Each Group Company has prepared and filed all income and other material Tax Returns required to have been filed by it, all such Tax Returns are true, complete and correct in all material respects and prepared in compliance in all material respects with all applicable Laws, and each Group Company has paid all income and other material Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return.

(b) Each Group Company has duly and timely withheld all material amounts of Taxes required by Law to be withheld by it (including Taxes and other amounts required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the account or benefit of any Person, including any employees, officers or directors and any non-resident Person), and has duly and timely remitted to the appropriate Tax Authority such amounts required to have been withheld, collected and paid.

(c) Each Group Company has duly and timely collected all amounts on account of any sales or transfer Taxes, including GST/HST, required by Law to be collected by it and has duly and timely remitted to the appropriate Tax Authority any such amounts required by Law to be remitted by it. All material input tax credits claimed by the Group Companies pursuant to the Excise Tax Act (Canada) have been properly, correctly calculated and documented in accordance with the requirements of the Excise Tax Act (Canada).

(d) Each Group Company that is required by Law to do so is duly registered under subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to GST/HST.

(e) No Group Company is currently the subject of a Tax Contest. No Group Company has been informed in writing of the commencement or anticipated commencement of any Tax audit or examination that has not been resolved or completed.

(f) No Group Company has consented to extend or waive the time in which any material Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business.

(g) No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of U.S., state, or local income Tax Law), private letter rulings, advanced tax rulings, advance pricing agreements, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to a Group Company which agreement or ruling would be effective after the Closing Date.

(h) No Group Company will be required to include any item in taxable income, or exclude any item of deduction, for any period ending after the Closing Date by reason of (i) a change in method of accounting for any period (or portion thereof) ending on or before the Closing Date, (ii) a use of an improper method of accounting for any period (or portion thereof) ending on or before the Closing Date, (iii) an installment sale or open transaction disposition made on or prior to the Closing Date, (iv) an election made pursuant to Section 965(h) of the Code (or any corresponding or similar provision of state, local or non-U.S. Law), (v) any prepaid amount received or deferred revenue accrued on or prior to the Closing Date outside of the ordinary course of business, (vi) a reserve taken in a taxation year ending on or before the Closing Date outside of the ordinary course of business, or (vii) any intercompany item under Treasury Regulation Section 1.1502-13 (or any corresponding or similar provision of state, local or non- U.S. Law) or excess loss account under Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or non-U.S. Law).

(i) The unpaid Taxes of the Group Companies (i) for all periods ending on or before the date of the Latest Balance Sheet do not, in the aggregate, materially exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Company Financial Statements and (ii) will not, in the aggregate, materially exceed that reserve as adjusted for operations and transactions through the Closing Date that occur in the ordinary course of business.

(j) No Group Company is or has been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of U.S. state or local Tax Law). No Group Company has entered into, participated or engaged in any transactions which are subject to the reporting requirements under section 237.3 of the Canadian Tax Act or the notification requirements under section 237.4 of the Canadian Tax Act, or the reporting or notification requirements under similar provisions of any other applicable provincial or territorial Law.

(k) No Group Company has made an “excessive eligible dividend election” as defined in subsection 89(1) of the Canadian Tax Act in respect of any dividend paid, or deemed by any provision of the Tax Act to have been paid, on any class of shares of its capital stock.

(l) No Group Company has made a capital dividend election under subsection 83(2) of the Canadian Tax Act in an amount which exceeds the amount in its capital dividend account at the time of such election.

(m) No Group Company has received any material refund of Taxes, Tax credit, deduction or subsidy under the Canadian Tax Act or similar provincial provisions to which it was not entitled.

(n) There are no Liens for Taxes on any assets of the Group Companies or any Equity Securities of any Group Company other than Permitted Liens.

(o) No Group Company was a “distributing corporation” or a “controlled corporation,” each within the meaning of Section 355(a)(1)(A) of the Code, in a distribution intended to qualify under Section 355 of the Code (i) within the past two (2) years or (ii) as part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions.

(p) No Group Company (i) has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was a Group Company or any of its current Affiliates) or (ii) has any Liability for the Taxes of any Person (other than another Group Company) under Section 160 of the Canadian Tax Act or Section 1.1502-6 of the Treasury Regulations (or any similar provision of U.S. state or local Law), or as a transferee or successor.

(q) No written claims have ever been made by any Tax Authority in a jurisdiction where a Group Company does not file Tax Returns that such Group Company is or may be subject to taxation by that jurisdiction, which claims have not been resolved or withdrawn.

(r) No Group Company is a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than a Contract entered into in the ordinary course of business the principal purpose of which does not relate to Taxes) and no Group Company is a party to any joint venture, partnership or other arrangement that is treated as a partnership for Canadian or U.S. federal income Tax purposes.

(s) Each Group Company is tax resident only in its jurisdiction of organization, incorporation or formation, as applicable.

(t) The Company was incorporated under the Canada Business Corporations Act and has continued and exists under pursuant to the OBCA, and is treated as a foreign corporation for United States federal income tax purposes.

(u) The Company has not been at any time during the five (5) year period ending on the Closing Date, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(v) No Group Company has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

(w) To the knowledge of the Company, there are no facts or circumstances that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment.

(x) Each Group Company has complied in all material respects with the transfer pricing provisions of applicable Tax Laws.

(y) At no time in the 60-month period ending on the Closing Date will the Company Shares have derived more than 50% of their value from one or any combination of the properties described in subparagraphs (d)(i) to (d)(iv) of the "taxable Canadian property" definition in subsection 248(1) of the Canadian Tax Act.

(z) There are no circumstances which have existed or exist and resulted in or shall result in, the application of any of sections 17, 79, 79.1 or 80 to 80.04, inclusive, of the Canadian Tax Act (or any similar provision under any applicable provincial Law) to any Group Company at any time on or prior to Closing. No Group Company has any material unpaid amounts prior to Closing that may be required to be included in income under Section 78 of the Canadian Tax Act at any time on or after Closing.

(aa) The Company is a “taxable Canadian corporation” as that term is defined in the Canadian Tax Act.

(bb) The Company is not a “passive foreign investment company” within the meaning of Section 1297(a) of the Code, and is not expected to be a “passive foreign investment company” within the meaning of Section 1297(a) of the Code for the taxable year of the Company that includes the Closing Date.

(cc) There are no Company Shares that were issued in connection with the performance of services and subject to vesting for which a valid and timely election under Section 83(b) of the Code was not made. The Company has delivered to Crane Harbor correct and complete copies of all election statements under Section 83(b) of the Code, together with evidence of timely filing of such election statements with the appropriate IRS service center with respect to any Company Share that was initially subject to a vesting arrangement issued by the Company to any of its employees, non-employee directors, consultants, or other service providers.

Section 3.17 Brokers. Except for fees (including the amounts due and payable assuming the Closing occurs) set forth on Section 3.17 of the Company Disclosure Schedules (which fees shall be the sole responsibility of the Company, except as otherwise provided in Section 10.7), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Affiliates for which any of the Group Companies has any obligation. The Company has provided true, complete and correct copies of all such Contracts between the Group Companies and the persons identified in Section 3.17 of the Company Disclosure Schedules.

Section 3.18 Real and Personal Property.

(a) Owned Real Property. No Group Company owns any real property or is obligated to acquire any real property other than real property acquired by a Group Company after the date of this Agreement that is either permitted pursuant to Section 6.1(b) or entered into in accordance with Section 6.1(b).

(b) Leased Real Property. Section 3.18(b) of the Company Disclosure Schedules sets forth a true, complete and correct list (including street addresses) of all real property leased and sub-leased by any of the Group Companies (the “Leased Real Property”) and all Real Property Leases pursuant to which any Group Company is a tenant or landlord as of the date of this Agreement. True, complete and correct copies of all such Real Property Leases, together with all amendments, have been made available to Crane Harbor. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any party to such Real Property Leases. No party, other than the Company or its Subsidiaries, as applicable, has any right to use or occupy the Leased Real Properties or any portion thereof. None of the Company nor any of its Subsidiaries has received written notice of any current or proposed condemnation proceeding or agreements for taking in lieu of condemnation with respect to any portion of the Leased Real Properties. None of the Company or any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. There are no contractual or legal restrictions that preclude or restrict the ability of the Company or Company Subsidiary to use any Leased Real Properties by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(c) Personal Property. Each Group Company is the beneficial owner of and has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, free of all Liens, except for Permitted Liens, all of the material assets and properties of the Group Companies reflected in the Company Financial Statements as owned by the Group Companies or thereafter acquired by the Group Companies, except for assets disposed of in the ordinary course of business.

Section 3.19 Transactions with Affiliates. Section 3.19 of the Company Disclosure Schedules sets forth all Contracts between (a) any Group Company, on the one hand, and (b) any officer, director, partner, member, manager, registered equityholder or Affiliate of any Group Company (other than, for the avoidance of doubt, any other Group Company) or any immediate family member of any of the foregoing Persons, on the other hand (each Person identified in this clause (b), a “Company Related Party”), other than (i) Contracts with respect to a Company Related Party’s employment with any of the Group Companies entered into in the ordinary course of business (including benefit plans, indemnification arrangements and other ordinary course compensation), (ii) the Company Shareholders Agreements and agreements related to the issuance or grant of Equity Securities, (iii) any Ancillary Document, and (iv) Contracts entered into after the date of this Agreement that are either permitted pursuant to Section 6.1(b) or entered into in accordance with Section 6.1(b). No Company Related Party (A) owns any interest in any material asset used in any Group Company’s business, (B) possesses, directly or indirectly, any material financial interest in, or is a director or executive officer of, any Person which is a supplier, customer, lender, partner, lessor, lessee or other material business relation of any Group Company, (C) has a beneficial interest in any Material Contract or (D) owes any material amount to, or is owed any material amount by, any Group Company (other than ordinary course accrued compensation, employee benefits, employee or director expense reimbursement or other transactions entered into after the date of this Agreement that are either permitted pursuant to Section 6.1(b) or entered into in accordance with Section 6.1(b)). All Contracts, arrangements, understandings, interests and other matters that are required to be disclosed pursuant to this Section 3.19 are referred to herein as “Company Related Party Transactions”. The Company and the Subsidiaries of the Company have not, in the past two (2) years, extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company or any of the Subsidiaries of the Company.

Section 3.20 Customers and Suppliers. Section 3.20 of the Company Disclosure Schedules sets forth a true, complete and correct list of (a) the top ten customers of the Group Companies (the “Material Customers”) based on the gross sales for the fiscal year ended on December 31, 2024, attributable thereto and (b) the top ten suppliers of the Group Companies for the fiscal year ended on December 31, 2024 (the “Material Vendors”). As of the date hereof, no Material Customer nor Material Vendor has (i) cancelled or otherwise terminated any contract with any Group Company prior to expiration of the contract term, (ii) returned, or to the Company’s knowledge, threatened to return, a substantial amount of products, goods and services purchased from, or sold to, any Group Company, or (iii) provided written, or to the Company’s knowledge, oral, notice to the Group Companies that such Material Customer or Material Vendor, as applicable, intends to cease being a customer or supplier, as applicable, or materially reduce the amount of or change the terms with respect to goods or services such Material Customer purchases from the Group Companies or such Material Vendor supplies to the Group Companies.

Section 3.21 Data Privacy and Security.

(a) Except as would not reasonably be expected to have a Company Material Adverse Effect, each Group Company has, at all times since December 31, 2022, complied with all applicable: (A) Privacy Laws, (B) Group Company’s written policies and notices regarding Personal Data, and (C) Group Company’s legally binding obligations with respect to Personal Data under any Contracts or industry standards to which the relevant Group Company purports to adhere (including, as applicable, the Payment Card Industry Data Security Standard) (clauses (A), (B), and (C) collectively, “Group Company Privacy Requirements”).

(b) Except as would not reasonably be expected to have a Company Material Adverse Effect, each Group Company has, at all times since December 31, 2022, implemented and maintained commercially reasonable (taking into account the sensitivity of the Personal Data) administrative, technical and organizational safeguards designed to protect the confidentiality, integrity and availability of the Personal Data in its possession, custody, or under its control against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction or disclosure and designed to detect any of the foregoing. To the knowledge of the Company, any third party who has Processed Personal Data for and on behalf of the Group Companies since December 31, 2022, has not done so in material violation of applicable Privacy Laws.

(c) Except as would not reasonably be expected to have a Company Material Adverse Effect, since December 31, 2022, (i) to the knowledge of the Company, there have been no Security Incidents involving any Personal Data in the possession, custody, or control of the Group Companies or Processed by at the direction of and on behalf of the Group Companies that would in each instance require notification to any Person or Governmental Entity pursuant to any applicable Group Company Privacy Requirements (“Group Company Security Incident”); and (ii) the Group Companies have not provided and, to the Company’s knowledge, have not been legally required under applicable Group Company Privacy Requirements to provide any notices to any Person or Governmental Entity in connection with any such Group Company Security Incident. Since December 31, 2022, the Group Companies have not received any written notice of any material threatened, pending, or actual investigations or inquiries from any Governmental Entity or written notice of other material threatened, pending, or actual claims by any Person by or before any Governmental Entity, in each case related to the Group Companies’ violation of any applicable Group Company Privacy Requirements, nor, to the Company’s knowledge, has any Group Company been charged with the violation of, or alleged to have violated, any applicable Privacy Laws.

(d) No Group Company is subject to any applicable Group Company Privacy Requirements that, following and because of the Closing, would prohibit the relevant Group Company from Processing any Personal Data in substantially the same manner in which the relevant Group Company Processed such Personal Data immediately prior to the Closing. To the knowledge of the Company, the Transactions contemplated by this Agreement will not violate such applicable Group Company Privacy Requirements.

(e) Each Group Company owns or has a license to use the relevant Company IT Systems as reasonably necessary to operate the business of the relevant Group Company as currently conducted. To the Company’s knowledge, the relevant Group Companies have taken commercially reasonable precautions designed to protect, as applicable, the confidentiality, integrity and security of the material Company IT Systems, including commercially reasonable disaster recovery and business continuity arrangements. As of the date hereof, all Company IT Systems are to the knowledge of the Company, (i) free from any “Trojan horse”, material “virus”, “ransomware”, or other material malicious code, material defect, material bug, or material programming, material design or material documentation error and (ii) in reasonably good working condition to effectively perform all material information technology operations necessary for the operation of the business (except for ordinary wear and tear). To the Company’s knowledge, since December 31, 2022 there have not been any material failures or breakdowns of any Company IT Systems.

(f) Except as would not reasonably be expected to have a Company Material Adverse Effect, to the Company’s knowledge, the Company Owned Intellectual Property and the Company Licensed Intellectual Property are sufficient for the operation of the business as currently conducted by the Group Companies; provided, however that the foregoing shall not be deemed to be a representation or warranty regarding (i) non-infringement, misappropriation or violation of any Intellectual Property Rights of any other Person, or (ii) ownership of or licenses to the relevant Company IT Systems that are reasonable necessary to operate the business of the Group Companies as currently conducted, which matters are addressed in Sections 3.13(f) and 3.21(e) respectively.

Section 3.22 Compliance with Sanctions Laws, Anti-Corruption Laws and Anti-Money Laundering Laws.

(a) For the past five years prior to the date of this Agreement, neither the Group Companies nor any of their directors or officers, nor, to the Company’s knowledge, any of their employees, agents, or other third- party representatives acting for or on behalf of any of the foregoing is or has been a Sanctioned Person or otherwise is engaging or has engaged in dealings with a Sanctioned Person.

(b) For the past five years prior to the date of this Agreement, the Group Companies have not violated in any material respect any Sanctions Laws, Anti-Corruption Laws, Ex-Im Laws, or Anti-Money Laundering Laws.

(c) For the past five years prior to the date of this Agreement, neither the Group Companies nor any of their directors or officers nor, to the Company’s knowledge, any of their employees, agents, or any third- party representatives acting for or on behalf of any of the foregoing has, in contravention of any applicable Anti- Corruption Laws, directly or indirectly, (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments, or any thing of value, to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate which was not in compliance with applicable Law, or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment or any thing of value under any applicable Anti-Corruption Laws.

(d) For the past five years prior to the date of this Agreement, none of the Group Companies has, to the Company’s knowledge, been the subject of any allegation, voluntary disclosure, investigation, prosecution or enforcement action related to any Sanctions Laws, Anti-Corruption Laws, Ex-Im Laws, or Anti-Money Laundering Laws.

Section 3.23 CFIUS Foreign Person Status.

Except for Company Shareholders who are “excepted investors” within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), no “foreign persons” who are Company Shareholders at Closing will be afforded any of the following within the meaning of the DPA immediately following Closing: (a) access to any “material nonpublic technical information” in the possession of the Company or Newco; (b) membership or observer rights on the board of directors or equivalent governing body of the Company or Newco or the right to nominate an individual to a position on the board of directors or equivalent governing body of the Company or Newco; (c) any “involvement,” other than through the voting of shares, in the Company’s or Newco’s “substantive decisionmaking” regarding (i) the use, development, acquisition, or release of “critical technology”; (ii) the use, development, acquisition, safekeeping, or release of “sensitive personal data” of U.S. citizens maintained or collected by the Company or Newco; or (iii) the management, operation, manufacture or supply of “covered investment critical infrastructure”; or (d) “control” of the Company or Newco.

Section 3.24 Outbound Investment Security Program Status.

The Group Companies, neither collectively nor individually, are a “covered foreign person” within the meaning of 31 C.F.R. Part 850, as implemented or revised from time to time.

Section 3.25 Information Supplied. None of the information supplied or to be supplied by or on behalf of the Group Companies in writing expressly for inclusion or incorporation by reference prior to the Closing in the Registration Statement or Proxy Statement will, when the Registration Statement is declared effective or when the Proxy Statement is mailed to the Pre-Closing Crane Harbor Holders or at the time of the Crane Harbor Shareholders Meeting, and in the case of any amendment thereto, at the time of such amendment, contains any Misrepresentation; provided, however, that the Company makes no representation with respect to any forward looking statements, or information derived from third party sources which the Company believes to be accurate, supplied by or on behalf of the Group Companies for inclusion in, or relating to information to be included in the Registration Statement and Proxy Statement.

Section 3.26 Board Approval.

The board of directors of the Company (including any required committee or subgroup of such board), by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Transactions are in the best interests of the Company and the Company Shareholders and resolved to recommend, among other things, that the Company Shareholders vote in favor of the Company Arrangement Resolution.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES RELATING TO NEWCO

Newco hereby represents and warrants to the Company and Crane Harbor as of the date hereof and as of the Closing as follows:

Section 4.1 Organization and Qualification.

(a) Newco is a corporation, duly organized, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Business Corporations Act (Ontario). Newco has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted, except where the failure to have such power or authority would not have a material adverse effect.

(b) True, complete and correct copies of the Governing Documents of Newco have been made available to Crane Harbor and the Company prior to the date of this Agreement as in effect as of the date of this Agreement. The articles of amendment of Newco to be implemented prior to Closing are appended at Exhibit F and the by-laws of Newco to be implemented prior to Closing are appended at Exhibit G. The Governing Documents of Newco are in full force and effect, and Newco is not in breach or violation of any provision set forth in its Governing Documents. There are no other shareholder agreements or other agreement or resolution between Newco and its sole shareholder (in their capacity as shareholder of Newco).

(c) Newco is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a material adverse effect.

Section 4.2 Capitalization of Newco.

(a) The authorized capital of Newco consists of an unlimited number of Multiple Voting Shares, an unlimited number of Subordinate Voting Shares and an unlimited number of preferred shares issuable in series. Except for the one (1) Multiple Voting Share issued to Christian Weedbrook (the “Weedbrook Share”), there are no other shares in the capital of Newco issued and outstanding or any other outstanding Equity Securities of Newco. The Weedbrook Share is duly authorized and validly issued, fully paid and non-assessable. The Newco Shares issuable pursuant to the Transactions have been or will prior to Closing be validly authorized and will, upon issuance in accordance with this Agreement, be validly issued as fully paid and non-assessable shares in the capital of Newco.

(b) The Weedbrook Share (i) was not issued in violation of the Governing Documents of Newco, (ii) was not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights or similar rights of any Person granted by Newco, and (iii) have been offered, sold and issued in compliance with applicable Law, including applicable Securities Laws. There are no voting trusts, proxies or other Contracts to which Newco is a party with respect to the voting or transfer of the Newco Shares.

(c) There are no outstanding (i) equity appreciation, phantom equity or profit participation rights or (ii) options, restricted stock, restricted stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require Newco to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of Newco.

(d) Newco does not own or hold (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and Newco is not a partner or a member of any partnership, limited liability company or joint venture.

Section 4.3 Authority. Newco has the requisite power and authority to execute and deliver this Agreement and each Ancillary Document to which each is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution and delivery of this Agreement, the Ancillary Documents to which Newco is or will be a party and the consummation of the Transactions have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by all necessary corporate action on the part of Newco. This Agreement and each Ancillary Document to which Newco is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by Newco and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of Newco (assuming that this Agreement and the Ancillary Documents to which Newco is or will be a party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against Newco in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

Section 4.4 Consents and Requisite Governmental Approvals; No Violations.

(a) No consent, approval, authorization or permit of, or designation, declaration or filing with or notification to, or expiration or termination of any waiting period by, any Governmental Entity is required on the part of Newco with respect to Newco’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which Newco is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act or under any Foreign Antitrust Laws, (ii) the filing with the SEC of (A) the Registration Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) filings in connection with Canadian Securities Laws, (iv) receipt of the Interim Order and Final Order from the Court, the filing of any documents required by or in connection with obtaining the Final Order or the Interim Order, and filings required pursuant to the Plan of Arrangement, (v) pursuant to funding agreements with Governmental Entities, or (vi) any other consents, approvals, authorizations, permits, designations, declarations, waivers, notifications or filings, the absence of which would not have a material adverse effect.

(b) Neither the execution, delivery or performance by Newco of this Agreement nor the Ancillary Documents to which Newco is or will be a party and, subject to the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by this Section 4.4 nor the consummation by Newco of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Governing Documents of Newco, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any material contract to which Newco is a party or (B) any material permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which Newco or any of its properties or assets are bound, or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the assets or properties of Newco, except, in the case of clauses (ii) through (iv) above, as would not have a material adverse effect or prevent, materially delay or materially impair the ability of Newco to timely consummate the Transactions.

Section 4.5 PIPE Investment.

(a) As of the date of this Agreement, other than the Subscription Agreements, there are no other agreements, side letters or arrangements between Newco and any PIPE Investor relating to any Subscription Agreement that could materially and adversely affect the obligation of such PIPE Investor to subscribe for Subordinate Voting Shares in accordance with the terms and conditions of such PIPE Investor’s Subscription Agreement. As of the date of this Agreement, assuming the due authorization, execution and delivery by each other party thereto, all of the Subscription Agreements are in full force and effect and are legal, valid and binding obligations of the Newco, enforceable in accordance with its terms. As of the date of this Agreement, to the knowledge of Newco, no Subscription Agreement has been withdrawn, terminated or amended in writing in any respect. As of the date of this Agreement, Newco is not and, with the giving of notice, the lapse of time or both, would not be in default under any Subscription Agreement.

(b) As of the date of this Agreement, no fees, consideration or other discounts are payable or have been agreed to by Newco (including, from and after the Closing) to any PIPE Investor in respect of the PIPE Financing, except as set forth in the Subscription Agreements.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES RELATING TO THE CRANE HARBOR PARTIES

(a) Subject to Section 10.9, except as set forth on the Crane Harbor Disclosure Schedules, or (b) except as set forth in any Crane Harbor SEC Reports (excluding any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature), Crane Harbor hereby represents and warrants to the Company as of the date hereof and as of the Closing as follows:

Section 5.1 Organization and Qualification.

(a) The Crane Harbor Group Companies are each an exempted company, duly incorporated, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of incorporation. The Crane Harbor Group Companies have the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted, except, in the case of Crane Harbor, where the failure to have such power or authority would not have a Crane Harbor Material Adverse Effect.

(b) True, complete and correct copies of the Governing Documents of each Crane Harbor Group Company and the Crane Harbor Registration Rights Agreement have been made available to the Company prior to the date of this Agreement, in each case, as amended and in effect as of the date of this Agreement. The Governing Documents of each Crane Harbor Group Company are in full force and effect, and no Crane Harbor Group Company is in breach or violation of any provision set forth in their Governing Documents or in material breach of the Crane Harbor Registration Rights Agreement. Each Crane Harbor Group Company has conducted its business in compliance with its Governing Documents, except for such failures, individually or in the aggregate, which have not had, and would not reasonably be expected to have, a Crane Harbor Material Adverse Effect. There are no other shareholder agreements or other agreement or resolutions among Crane Harbor and any of its shareholders (in their capacity as shareholders of the Company) to which the Crane Harbor or any Subsidiary is a party.

(c) The Crane Harbor Group Companies are duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a Crane Harbor Material Adverse Effect.

Section 5.2 Capitalization.

(a) Section 5.2(a) of the Crane Harbor Disclosure Schedules sets forth a true, complete and correct statement of the number and class or series (as applicable) of the issued and outstanding Crane Harbor Shares and the Crane Harbor Share Rights as of the date hereof. All outstanding Equity Securities of the Crane Harbor Group Companies (except to the extent such concepts are not applicable under the applicable Law of the Crane Harbor Group Companies’ jurisdiction of incorporation or other applicable Law) as of the date hereof and as of immediately prior to the consummation of the Crane Harbor Continuance are or will be duly authorized and validly issued, fully paid and non-assessable. Except for the Crane Harbor Shares and Crane Harbor Share Rights set forth on Section 5.2(a) of the Crane Harbor Disclosure Schedules (taking into account, for the avoidance of doubt, any changes or adjustments to the Crane Harbor Shares and the Crane Harbor Share Rights as a result of, or to give effect to, the Crane Harbor Continuance), as of the date hereof, there are and shall be no other outstanding Equity Securities of the Crane Harbor Group Companies.

(b) The outstanding Equity Securities of the Crane Harbor Group Companies (i) were not issued in violation of the Governing Documents of the Crane Harbor Group Companies, (ii) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights or similar rights of any Person granted by the Crane Harbor Group Companies and (iii) have been offered, sold and issued in compliance with applicable Law, including applicable Securities Laws. Except as set forth on Section 5.2(b) of the Crane Harbor Disclosure Schedules, there are no voting trusts, proxies or other Contracts to which the Crane Harbor Group Companies are parties with respect to the voting or transfer of Crane Harbor’s Equity Securities.

(c) Other than the Crane Harbor Share Rights and Crane Harbor Shareholder Redemptions, there are no outstanding (i) equity appreciation, phantom equity or profit participation rights or (ii) options, restricted stock, restricted stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Crane Harbor Group Companies to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Crane Harbor Group Companies.

(d) The Crane Harbor Group Companies do not own or hold (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and the Crane Harbor Group Companies are not partners or members of any partnership, limited liability company or joint venture.

(e) The Crane Harbor Group Companies do not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other Person.

Section 5.3 Authority. The Crane Harbor Group Companies have the requisite power and authority to execute and deliver this Agreement and each Ancillary Document to which each is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions. Subject to the receipt of the Crane Harbor Shareholder Approval, the execution and delivery of this Agreement, the Ancillary Documents to which the Crane Harbor Group Companies are or will be a party and the consummation of the Transactions have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by all necessary corporate action on the part of the Crane Harbor Group Companies. This Agreement and each Ancillary Document to which the Crane Harbor Group Companies are or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by the Crane Harbor Group Companies and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of the Crane Harbor Group Companies (assuming that this Agreement and the Ancillary Documents to which the Crane Harbor Group Companies are or will be a party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against the Crane Harbor Group Companies in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

Section 5.4 Board Approval; Vote Required. The Crane Harbor Board (including any required committee or subgroup of such board), by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has (a) determined that the Transactions are in the best interests of Crane Harbor and its shareholders and declared it advisable, to enter into this Agreement and the Ancillary Documents to which Crane Harbor and to consummate the Transactions, (b) approved the execution, delivery and performance by Crane Harbor of this Agreement, the Ancillary Documents to which Crane Harbor is or will be a party and the Transactions (including the Crane Harbor Continuance and the Transactions), and (c) resolved to recommend, among other things, the holders of Crane Harbor Shares vote in favor of the approval of this Agreement and the transactions contemplated by this Agreement (including the Crane Harbor Continuance and the Transactions), and directed that this Agreement and the Transactions be submitted for consideration by the Crane Harbor Shareholders at the Crane Harbor Shareholders Meeting. The Crane Harbor Shareholder Approval is the only vote of the holders of any class or series of capital stock of Crane Harbor necessary to approve the Transactions.

Section 5.5 Consents and Requisite Governmental Approvals; No Violations.

(a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Crane Harbor Group Companies with respect to the Crane Harbor Group Companies’ execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the Crane Harbor Group Companies are or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act or under any Foreign Antitrust Laws, (ii) compliance with any applicable requirements of Securities Laws, (iii) such filings with and approvals of Nasdaq to permit the Crane Harbor Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iv) such filings with and approvals of the TSX to permit the Crane Harbor Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on the TSX, (v) such filings and approvals required in connection with the Crane Harbor Continuance, (vi) the Crane Harbor Shareholder Approval, or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Crane Harbor Material Adverse Effect.

(b) Neither the execution, delivery or performance by the Crane Harbor Group Companies of this Agreement nor the Ancillary Documents to which the Crane Harbor Group Companies are or will be a party nor the consummation by the Crane Harbor Group Companies of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Crane Harbor Group Companies’ Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a Crane Harbor Group Company is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Crane Harbor Group Companies or any of its properties or assets are bound, or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the assets or properties of the Crane Harbor Group Companies, except in the case of clauses (ii) through (iv) above, as would not have a Crane Harbor Material Adverse Effect or prevent, materially delay or materially impair the ability of the Crane Harbor Group Companies to timely consummate the Transactions.

(c) The Crane Harbor Group Companies are each a trade agreement investor within the meaning of the Investment Canada Act.

Section 5.6 SEC Filings. Crane Harbor has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, including all of the statements, forms, reports and documents filed or furnished by it in connection with and subsequent to its initial public offering, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Crane Harbor SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Crane Harbor SEC Reports”). Each of the Crane Harbor SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Crane Harbor SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sarbanes-Oxley Act and any rules and regulations promulgated thereunder) applicable to the Crane Harbor SEC Reports or the Additional Crane Harbor SEC Reports (for purposes of the Additional Crane Harbor SEC Reports, assuming that the representation and warranty set forth in Section 3.25 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Crane Harbor SEC Reports did not contain any Misrepresentation (for purposes of the Additional Crane Harbor SEC Reports, assuming that the representation and warranty set forth in Section 3.25 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Crane Harbor SEC Reports. To the knowledge of Crane Harbor, none of the Crane Harbor SEC Reports or the Additional Crane Harbor SEC Reports is subject to ongoing SEC review or investigation.

Section 5.7 Internal Controls; Listing; Financial Statements.

(a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Crane Harbor’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Crane Harbor has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Crane Harbor’s financial reporting and the preparation of Crane Harbor’s financial statements for external purposes in accordance with GAAP and (ii) Crane Harbor has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Crane Harbor is made known to Crane Harbor’s principal executive officer and principal financial officer by others within Crane Harbor.

(b) Crane Harbor has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(c) Since its initial public offering, Crane Harbor has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Crane Harbor Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of Crane Harbor, threatened against Crane Harbor by Nasdaq or the SEC with respect to any intention by such entity to deregister Crane Harbor Class A Shares or prohibit or terminate the listing of Crane Harbor Class A Shares on Nasdaq. Crane Harbor has not taken any action that is designed to terminate the registration of Crane Harbor Class A Shares under the Exchange Act.

(d) The Crane Harbor SEC Reports contain true and complete copies of the applicable Crane Harbor Financial Statements. The Crane Harbor Financial Statements (i) fairly present in all material respects the financial position of Crane Harbor as at the respective dates thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Crane Harbor Financial Statements, were audited in accordance with the standards of the PCAOB, and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).

(e) Crane Harbor has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Crane Harbor’s assets. Crane Harbor maintains and, for all periods covered by the Crane Harbor Financial Statements, has maintained books and records of Crane Harbor in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Crane Harbor in all material respects.

(f) Since its incorporation, Crane Harbor has not received any written complaint, allegation, assertion or claim that there is (i) to Crane Harbor’s knowledge, “significant deficiency” in the internal controls over financial reporting of Crane Harbor to Crane Harbor’s knowledge, (ii) to Crane Harbor’s knowledge, a “material weakness” in the internal controls over financial reporting of Crane Harbor, or (iii) fraud or corporate misappropriation, whether or not material, that involves management or other employees of Crane Harbor who have a significant role in the internal controls over financial reporting of Crane Harbor.

Section 5.8 Trust Account. As of the date hereof, Crane Harbor has an amount in cash in the Trust Account equal to at least $223,843,371. The funds held in the Trust Account are (a) invested in United States government treasury obligations, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to, and in accordance with, that certain Investment Management Trust Agreement, dated as of April 24, 2025 (the “Trust Agreement”), between Crane Harbor and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). The Trust Agreement has not been amended or modified and is valid and in full force and effect and is enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Crane Harbor SEC Reports or the Additional Crane Harbor SEC Reports to be inaccurate in any material respect or, to Crane Harbor’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing Crane Harbor Holders who shall have elected to redeem their Crane Harbor Class A Shares pursuant to the Governing Documents of Crane Harbor or (iii) if Crane Harbor fails to complete a business combination within the allotted time period set forth in the Governing Documents of Crane Harbor and liquidates the Trust Account, subject to the terms of the Trust Agreement, Crane Harbor (in limited amounts to permit Crane Harbor to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Crane Harbor) and then the Pre-Closing Crane Harbor Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of Crane Harbor and the Trust Agreement. Crane Harbor has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of Crane Harbor, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since its incorporation, Crane Harbor has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing Crane Harbor Holders who have elected to redeem their Crane Harbor Class A Shares pursuant to the Governing Documents of Crane Harbor, each in accordance with the terms of and as set forth in the Trust Agreement, Crane Harbor shall have no further obligation under either the Trust Agreement or the Governing Documents of Crane Harbor to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms. As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein or in any Ancillary Document and the compliance by the Company with its obligations hereunder, Crane Harbor has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Crane Harbor on the Closing Date.

Section 5.9 Listing. The issued and outstanding Crane Harbor Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “CHACU” The issued and outstanding Crane Harbor Class A Shares and Crane Harbor Share Rights are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbols “CHAC” and “CHACR,” respectively. As of the date hereof, Crane Harbor has no reason to believe that the Crane Harbor Class A Shares will not continue to be listed on the Nasdaq following the Closing. There is no Proceeding pending or, to the knowledge of Crane Harbor, threatened in writing against Crane Harbor by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Crane Harbor Shares, the Crane Harbor Class A Shares or the Crane Harbor Share Rights or terminate the listing of Crane Harbor on the Nasdaq. None of Crane Harbor or any of its Affiliates has taken any action in an attempt to terminate the registration of the Crane Harbor Shares, the Crane Harbor Class A Shares or the Crane Harbor Share Rights under the Exchange Act. Crane Harbor is not in violation of any of the rules and regulations or applicable continuing listing requirements of the Nasdaq.

Section 5.10 Contracts. Section 5.10 of the Crane Harbor Disclosure Schedules lists all material Contracts to which Crane Harbor is a party or by which Crane Harbor or any of its assets or properties is bound, including without limitation any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by Crane Harbor, any Contract relating to Indebtedness of Crane Harbor, any Contract with any Person with whom Crane Harbor does not deal at arm’s length within the meaning of the Canadian Tax Act, any Contract requiring Crane Harbor to guarantee the Liabilities of any Person and any Contract regarding any material indemnification obligations incurred or provided by Crane Harbor, and full and accurate copies of all such Contracts have been provided to the Company, including any Contract providing for any Crane Harbor Change of Control Payment of the type described in clause (a) of the definition thereof. (a) Each Contract required to be listed in Section 5.10 of the Crane Harbor Disclosure Schedules is valid and binding on Crane Harbor and, to the knowledge of Crane Harbor, the counterparty thereto, and is in full force and effect, (b) Crane Harbor and, to the knowledge of Crane Harbor, the counterparties thereto are not in material breach of, or material default under, any such Contract, (c) to Crane Harbor’s knowledge, no event or omission has occurred that, through the passage of time or the giving of notice, or both, would constitute a default in any material respect thereunder or cause the acceleration of Crane Harbor’s obligations thereunder or result in the creation of any Lien, other than Permitted Liens, (d) Crane Harbor has delivered or made available to the Company true, complete and accurate copies of such Contracts, including all material amendments, schedules, ancillary documents, annexes, exhibits or certificates related thereto, and (e) as of the date hereof, Crane Harbor has not received written, or, to Crane Harbor’s knowledge, oral notice of termination, cancellation or non-renewal of any such Contract.

Section 5.11 Absence of Changes. Since the IPO to the date of this Agreement, no Crane Harbor Material Adverse Effect has occurred and except as otherwise reflected in the Crane Harbor Financial Statements or as expressly contemplated or permitted by this Agreement, Crane Harbor has conducted its business in the ordinary course and in a manner consistent with past practice in all material respects.

Section 5.12 Litigation. There is (and since Crane Harbor’s incorporation, there has been) no Proceeding pending or, to Crane Harbor’s knowledge, threatened by or against Crane Harbor that, if adversely decided or resolved, would reasonably be expected to be, individually or in the aggregate, material to Crane Harbor, taken as a whole or that would prevent, materially delay or materially impair the ability of Crane Harbor to timely consummate the Transactions. None of Crane Harbor nor any of its properties or assets is subject to any material Order (including any Order that would prevent, materially delay or materially impair the ability of Crane Harbor to timely consummate the Transactions). As of the date of this Agreement, there are no material Proceedings by Crane Harbor pending against any other Person.

Section 5.13 Compliance with Applicable Law. Crane Harbor (a) conducts, and since its incorporation has conducted, its business in accordance with all Laws and Orders applicable to Crane Harbor and is not in violation of any such Law or Order, and (b) has not received any written communications from a Governmental Entity that alleges that Crane Harbor is not in compliance with any such Law or Order, except in the case of each of clauses (a) and (b), as is not and would not reasonably be expected to be, individually or in the aggregate, material to Crane Harbor, taken as a whole.

Section 5.14 Compliance with Sanctions Laws, Anti-Corruption Laws and Anti-Money Laundering Laws.

(a) Since its incorporation, neither Crane Harbor nor any of its directors or officers, nor, to Crane Harbor’s knowledge, any of its employees, agents, or other third-party representatives acting for or on behalf of any of the foregoing, is or has been a Sanctioned Person or otherwise is engaging or has engaged in dealings with a Sanctioned Person.

(b) Since its incorporation, Crane Harbor has not violated in any material respect any Sanctions Laws, Anti-Corruption Laws, Ex-Im Laws or Anti-Money Laundering Laws.

(c) Since its incorporation, neither Crane Harbor nor any of its directors or officers, nor, to Crane Harbor’s knowledge, any of its employees, agents, or any third-party representatives acting for or on behalf of any of the foregoing has, in contravention of any Anti-Corruption Laws, directly or indirectly, (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments, or anything of value, to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate which was not in compliance with applicable Law, or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment or any thing of value under any Anti-Corruption Laws.

(d) Since its incorporation, Crane Harbor has not, to Crane Harbor’s knowledge, been the subject of any allegation, voluntary disclosure, investigation, prosecution or enforcement action related to any Sanctions Laws, Anti-Corruption Laws, Ex-Im Laws or Anti-Money Laundering Laws.

Section 5.15 Employees. Other than as set forth in Section 5.15 of the Crane Harbor Disclosure Schedules, Crane Harbor has never employed any employees or retained any contractors. Other than reimbursement of any out-of-pocket expenses incurred by Crane Harbor’s officers and directors in connection with activities on Crane Harbor’s behalf in an aggregate amount not in excess of the amount of cash held by Crane Harbor outside of the Trust Account, Crane Harbor has no unsatisfied liabilities with respect to any employee. Crane Harbor does not currently maintain or have any liability under any employment or employee benefit plan, program, agreement, policy or arrangement, and neither the execution and delivery of this Agreement nor the Ancillary Documents nor the consummation of the Transactions will (a) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of Crane Harbor, or (b) result in the acceleration of the time of payment or vesting of any such benefits. The Transactions shall not be the direct or indirect cause of any amount paid or payable by Crane Harbor being classified as an “excess parachute payment” under Section 280G of the Code.

Section 5.16 Not an Investment Company. Crane Harbor is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company” within the meaning of the Investment Company Act, and the rules and regulations promulgated thereunder.

Section 5.17 Business Activities; Assets. Since its incorporation, Crane Harbor has not conducted any business activities other than activities (a) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (b) directed toward the accomplishment of a business combination, including those incident or related to or incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, or (c) those that are administrative, ministerial or otherwise immaterial in nature. Except as set forth in Crane Harbor’s Governing Documents, there is no Contract binding upon Crane Harbor or to which Crane Harbor is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of it or its Subsidiaries, any acquisition of property by it or its Subsidiaries or the conduct of business by it or its Subsidiaries (including, in each case, following the Closing). Crane Harbor does not own any real property. Crane Harbor does not own any material property or assets, other than its interest in the Trust Account. All property and assets owned by Crane Harbor are owned free and clear of any Lien.

Section 5.18 No Undisclosed Liabilities. Except for Liabilities (a) set forth in Section 5.18 of the Crane Harbor Disclosure Schedules, (b) incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby (including, for the avoidance of doubt, the Crane Harbor Expenses and any Liabilities arising out of, or related to, any Proceeding related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, including any shareholder demand or other shareholder Proceedings (including derivative claims) arising out of, or related to, any of the foregoing), (c) set forth or disclosed in the Crane Harbor Financial Statements included in the Crane Harbor SEC Reports, (d) that have arisen since the date of the most recent balance sheet included in the Crane Harbor SEC Reports in the ordinary course of business (and not as a result of a breach of any Contract by Crane Harbor), (e) that are incurred with the consent of the Company or (f) that would not reasonably be expected to be, individually or in the aggregate, material to Crane Harbor, Crane Harbor does not have any Liabilities that would be required to be included in a balance sheet prepared in accordance with GAAP or disclosed in the notes thereto. Immediately prior to the Closing, Crane Harbor shall have no Indebtedness outstanding.

Section 5.19 Tax Matters.

(a) Crane Harbor has prepared and filed all income and other material Tax Returns required to have been filed by it, all such Tax Returns are true, complete and correct in all material respects and prepared in compliance in all material respects with all applicable Laws, and Crane Harbor has paid all material income and other Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return.

(b) Crane Harbor has duly and timely withheld all material amounts of Taxes required by Law to be withheld by it (including Taxes and other amounts required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the account or benefit of any Person, including any employees, officers or directors and any non-resident Person), and has duly and timely remitted to the appropriate Tax Authority all such amounts required to have been withheld, collected and paid.

(c) Crane Harbor has duly and timely collected all amounts on account of any sales or transfer tax required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it.

(d) Crane Harbor is not currently the subject of a Tax Contest. Crane Harbor has not been informed in writing of the commencement or anticipated commencement of any Tax audit or examination that has not been resolved or completed.

(e) Crane Harbor has not consented to extend or waive the time in which any material Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business.

(f) No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of U.S., state, or local income Tax Law), private letter rulings, advanced tax rulings, advance pricing agreements, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to Crane Harbor which agreement or ruling would be effective after the Closing Date.

(g) Crane Harbor will not be required to include any item in taxable income, or exclude any item of deduction, for any period ending after the Closing Date by reason of (i) a change in method of accounting for any period (or portion thereof) ending on or before the Closing Date, (ii) a use of an improper method of accounting for any period (or portion thereof) ending on or before the Closing Date, (iii) an installment sale or open transaction disposition made on or prior to the Closing Date, (iv) an election made pursuant to Section 965(h) of the Code (or any corresponding or similar provision of state, local or non-U.S. Law), (v) any prepaid amount received or deferred revenue accrued on or prior to the Closing Date outside of the ordinary course of business or (vi) any intercompany item under Treasury Regulation Section 1.1502-13 (or any corresponding or similar provision of state, local or non- U.S. Law) or excess loss account under Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or non-U.S. Law).

(h) Crane Harbor is not and has not been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of U.S. state or local or non-U.S. income Tax Law). Crane Harbor has not entered into, participated or engaged in any transactions which are subject to the reporting requirements under section 237.3 of the Canadian Tax Act or the notification requirements under section 237.4 of the Canadian Tax Act, or the reporting or notification requirements, under similar provisions of any other applicable provincial or territorial Law.

(i) Crane Harbor has not received any material refund of Taxes, Tax credit, deduction or subsidy to which it was not entitled.

(j) There are no Liens for Taxes on any assets of Crane Harbor other than Permitted Liens.

(k) Crane Harbor was not a “distributing corporation” or a “controlled corporation,” each within the meaning of Section 355(a)(1)(A) of the Code, in a distribution intended to qualify under Section 355 of the Code (i) within the past two (2) years or (ii) as part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions.

(l) Crane Harbor is tax resident only in its jurisdiction of organization, incorporation or formation, as applicable.

(m) Crane Harbor is, and has been since its formation, (i) organized under the laws of the Cayman Islands and (ii) treated as a foreign corporation for United States federal income tax purposes.

(n) Crane Harbor has not been at any time during the five (5) year period ending on the Closing Date, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(o) No written claims have ever been made by any Tax Authority in a jurisdiction where Crane Harbor does not file Tax Returns that Crane Harbor is or may be subject to taxation by that jurisdiction, which claims have not been resolved or withdrawn.

(p) Crane Harbor does not have a permanent establishment (within the meaning of an applicable Tax treaty) nor otherwise have an office or fixed place of business in a country other than the country in which it is organized.

(q) Crane Harbor (i) has not been a member of an affiliated group filing a consolidated, combined or unitary United States federal, state, local or foreign income Tax Return (other than a group the common parent of which was Crane Harbor or any of its current Affiliates) and (ii) does not have any Liability for the Taxes of any Person under Section 160 of the Canadian Tax Act or Section 1.1502-6 of the Treasury Regulations (or any similar provision of U.S. state or local or non-U.S. Law), or as a transferee or successor.

(r) Crane Harbor has complied in all material respects with the transfer pricing provisions of applicable Tax Laws.

(s) Crane Harbor is not a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than a Contract entered into in the ordinary course of business the principal purpose of which does not relate to Taxes) and Crane Harbor is not a party to any joint venture, partnership or other arrangement that is treated as a partnership for Canadian or U.S. federal income Tax purposes.

(t) There are no circumstances or situations existing, or that have existed, which have resulted, or which could result in the application of sections 78 or 80 to 80.04 of the Canadian Tax Act or any equivalent provincial provision to Crane Harbor at any time prior to the Closing.

(u) After the Crane Harbor Continuance Date, Crane Harbor will be a “taxable Canadian corporation” for purposes of the Canadian Tax Act.

(v) To the knowledge of Crane Harbor, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment.

(w) There are no Crane Harbor Shares that were issued in connection with the performance of services and subject to vesting for which a valid and timely election under Section 83(b) of the Code was not made. Crane Harbor has delivered to the Company correct and complete copies of all election statements under Section 83(b) of the Code, together with evidence of timely filing of such election statements with the appropriate IRS service center with respect to any Crane Harbor Share that was initially subject to a vesting arrangement issued by Crane Harbor to any of its employees, non-employee directors, consultants, or other service providers.

Section 5.20 Brokers. Except for fees (including the amounts due and payable assuming the Closing occurs) set forth on Section 5.20 of the Crane Harbor Disclosure Schedules (which fees shall be the sole responsibility of Crane Harbor), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Crane Harbor or any of its Affiliates for which Crane Harbor has any obligation.

Section 5.21 Transactions with Affiliates. Section 5.21 of the Crane Harbor Disclosure Schedules sets forth all Contracts between (a) Crane Harbor, on the one hand, and (b) any officer, director, partner, member, manager, registered equityholder (including the Sponsor) or Affiliate of either Crane Harbor or the Sponsor, on the other hand (each Person identified in this clause (b), a “Crane Harbor Related Party”), other than (i) Contracts with respect to a Crane Harbor Related Party’s employment with, or the provision of services to, Crane Harbor entered into in the ordinary course of business (including benefit plans, indemnification arrangements and other ordinary course compensation), (ii) Contracts with respect to a Pre-Closing Crane Harbor Holder’s or a holder of Crane Harbor Share Rights’ status as a holder of Crane Harbor Shares or Crane Harbor Share Rights, as applicable, (iii) any Ancillary Document, and (iv) Contracts entered into after the date of this Agreement that are either permitted pursuant to Section 6.1(b) or entered into in accordance with Section 6.1(b). No Crane Harbor Related Party (A) owns any interest in any material asset used in Crane Harbor’s business, (B) possesses, directly or indirectly, any material financial interest in, or is a director or executive officer of, any Person which is a material client, supplier, lender, partner, lessor or lessee or other material business relation of Crane Harbor or (C) owes any material amount to, or is owed any material amount by, Crane Harbor. All Contracts, arrangements, understandings, interests and other matters that are required to be disclosed pursuant to this Section 5.21 are referred to herein as “Crane Harbor Related Party Transactions”.

Section 5.22 Information Supplied. None of the information supplied or to be supplied by or on behalf of Crane Harbor in writing expressly for inclusion or incorporation by reference prior to the Closing in the Registration Statement and Proxy Statement will, when the Registration Statement is declared effective or when the Proxy Statement and Canadian Prospectus is mailed to the Pre-Closing Crane Harbor Holders or at the time of the Crane Harbor Shareholders Meeting and when the Canadian Prospectus is filed, and in the case of any amendment thereto, at the time of such amendment, contain any Misrepresentation; provided, however, that Crane Harbor makes no representation with respect to any forward looking statements or information derived from third party sources which Crane Harbor believes to be accurate supplied by Crane Harbor for inclusion in, or relating to information to be included in the Registration Statement or Proxy Statement or Canadian Prospectus.

Section 5.23 Data Privacy and Security. Except as would not reasonably be expected to have a Crane Harbor Material Adverse Effect, (i) Crane Harbor has, at all times since December 31, 2022, complied with all applicable Privacy Laws and (ii) to the knowledge of Crane Harbor, there have been no Security Incidents involving Personal Data in the possession, custody, or control of Crane Harbor, or processed by third parties on Crane Harbor’s behalf. Crane Harbor has taken commercially reasonable precautions designed to protect, as applicable, the confidentiality, integrity and security of the material Crane Harbor IT Systems. All Crane Harbor IT Systems are, to the knowledge of Crane Harbor, (i) free from any “Trojan horse”, material “virus”, “ransomware”, or other material malicious code, material defect, material bug, or material programming, material design or material documentation error and (ii) in reasonably good working condition to effectively perform all material information technology operations necessary for the operation of the business (except for ordinary wear and tear).

Section 5.24 CFIUS Foreign Person Status.

Crane Harbor (i) is not a “foreign person” within the meaning of the DPA and (ii) is not “controlled” by a foreign person within the meaning of the DPA, and Crane Harbor, the Sponsor, and the direct and indirect investors of either of the foregoing do not permit and will not permit any foreign person– whether affiliated as a limited partner or otherwise – to obtain through it any of the following within the meaning of the DPA with respect to the Company and Newco: (a) access to any “material nonpublic technical information” in the possession of the Company or Newco; (b) membership or observer rights on the board of directors of the Company or Newco or equivalent governing body of the Company or Newco or the right to nominate an individual to a position on the board of directors of the Company or Newco or equivalent governing body of the Company or Newco; (c) any “involvement,” other than through the voting of shares, in the “substantive decisionmaking” of the Company or Newco regarding (i) the use, development, acquisition, or release of “critical technology”; (ii) the use, development, acquisition, safekeeping, or release of “sensitive personal data” of U.S. citizens maintained or collected by the Company or Newco; or (iii) the management, operation, manufacture or supply of “covered investment critical infrastructure”; or (d) “control” of the Company or Newco.

Section 5.25 Data Security Program Status. Crane Harbor is not a “covered person,” as defined in Executive Order 14117 and rules issued thereunder, including 28 C.F.R. Part 202, as amended from time to time.

Section 5.26 Outbound Investment Security Program Status. Crane Harbor is not a “person of a country of concern” within the meaning of 31 C.F.R. Part 850, as implemented or revised from time to time.

ARTICLE 6

COVENANTS

Section 6.1 Conduct of Business of the Company, Newco and Crane Harbor.

(a) From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with its terms, each of the Company, Newco and Crane Harbor shall, and shall cause their respective Subsidiaries (as applicable) to, except (w) as expressly contemplated by this Agreement, any Ancillary Document, or the Pre-Closing Reorganization, (x) as required by applicable Law or any Governmental Entity, (y) in the case of the Company only, as set forth on Section 6.1 of the Company Disclosure Schedules, or (z) as consented to in writing by, in the case of the Group Companies and Newco, Crane Harbor and in the case of Crane Harbor, the Company (it being agreed that any request for a consent shall not be unreasonably withheld, conditioned or delayed), (i) operate their respective business (including, in the case of the Company, that of the Group Companies) in the ordinary course and consistent with past practice and (ii) use commercially reasonable efforts to maintain and preserve intact their respective business organization, assets, properties and material business relations (including, in the case of the Company, those of the Group Companies), taken as a whole.

(b) Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement, in accordance with its terms, each of the Company, Newco and Crane Harbor shall, and shall cause their respective Subsidiaries (as applicable) to, except (v) as expressly contemplated by this Agreement, any Ancillary Document or the Pre-Closing Reorganization, (w) as required by applicable Law or any Governmental Entity, (x) in the case of the Company, as set forth on Section 6.1(b) of the Company Disclosure Schedules, (y) in the case of Crane Harbor, as set forth on Section 6.1(b) of the Crane Harbor Disclosure Schedules, or (z) as consented to in writing by, in the case of the Group Companies, Crane Harbor and in the case of Crane Harbor, the Company (it being agreed that any request for a consent shall not be unreasonably withheld, conditioned or delayed) not to do any of the following:

(i) declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any Equity Securities of any Group Company or repurchase any outstanding Equity Securities of any Subsidiary, other than, in the case of the Company only, (A) dividends or distributions, declared, set aside or paid by any of the Company’s Subsidiaries to the Company or any Subsidiary that is, directly or indirectly, wholly owned by the Company, and (B) the withholding of shares of the applicable class of capital stock of the Company in connection with the payment of Taxes or the exercise price upon the exercise or conversion of any Company Equity Awards or Company Warrants outstanding on the date of this Agreement in accordance with the terms of the applicable Company Equity Plan and the underlying grant, award or similar agreement;

(ii) (A) merge, consolidate, combine or amalgamate with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof;

(iii) adopt any amendments, supplements, restatements or modifications to any (A) Governing Documents, (B) in the case of the Company, the Company Shareholders Agreements, or, other than amendments of solely an administrative nature which will not impact the terms of any Rollover Equity Award, any Company Equity Plan, or (C) in the case of Crane Harbor, the Trust Agreement or the Share Rights Agreement; (iv) (A) sell, assign, abandon, let lapse, lease, license or otherwise dispose of any material assets or properties, other than (x) inventory or obsolete equipment in the ordinary course of business, (y) non-exclusive licenses to Intellectual Property Rights granted in the ordinary course of business, or (z) any non- material Intellectual Property Rights abandoned or allowed to lapse in the ordinary course of business to the extent commercially reasonable in the Company’s business judgment, (B) create, subject to or incur any Lien on any material assets or properties (other than Permitted Liens), or (C) disclose any material Trade Secrets of the Group Companies (other than pursuant to a written confidentiality agreement entered into in the ordinary course of business with reasonable protections of such Trade Secrets) or any source code;

(v) (A) transfer, issue, sell or grant (1) any Equity Securities of itself or any Subsidiary or (2) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating itself or any Subsidiary to issue, deliver or sell any Equity Securities of itself or any Subsidiary, other than, in the case of the Company only, the issuance of shares of the applicable class of capital stock of the Company upon the exercise, vesting or conversion of any Company Equity Awards or Company Preferred Shares outstanding on the date of this Agreement in accordance with the terms of the applicable Company Equity Plan and the underlying grant, award or similar agreement (provided, however, that, prior to the Company Required Approval having been obtained, the Company shall be prohibited from accelerating to an earlier date the vesting of any Company Equity Awards under the terms of the applicable Company Equity Plan), (B) in the case of the Company only, consent to the transfer of any Company Shares, or (C) transfer or otherwise directly or indirectly dispose of, agree or consent to the transfer of, or subject to a Lien (other than a Permitted Lien), (1) any Equity Securities of any Subsidiary or (2) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating itself or any Subsidiary to issue, deliver or sell any Equity Securities of any of its Subsidiaries;

(vi) incur, create or assume any Indebtedness, other than, in the case of the Company only, ordinary course trade payables;

(vii) make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person, other than, (A) in the case of the Company only, intercompany loans or capital contributions between the Company and any of its wholly owned Subsidiaries and (B) the reimbursement of expenses of employees in the ordinary course of business;

(viii) in the case of the Group Companies only, except as required under the terms of any Employee Benefit Plan or Contract of any Group Company that is set forth in Section 3.11(a) of the Company Disclosure Schedules, (A) establish, amend, modify, adopt, enter into or terminate any Employee Benefit Plan or any other benefit or compensation plan, policy, program, agreement, arrangement or Contract that would be an Employee Benefit Plan if in effect as of the date of this Agreement, other than amendments of health or welfare benefit plans

(ix) in connection with the annual renewal and reenrollment of such plans in the ordinary course of business and consistent with past practice that would not increase the aggregate cost to the Group Companies of maintaining all Employee Benefit Plans that are health or welfare plans by more than 5% in the aggregate for all such amendments, (B) make, promise or grant any salary, bonus, benefit, incentive or any other compensation increase or decrease payable to any employee at a “Director” level or above, or (C) take any action to accelerate any payment, right to payment, or benefit, or the funding of any payment, right to payment or benefit, payable or to become payable to any current or former director, manager, officer, employee, individual independent contractor or other individual service provider;

(x) waive or release any noncompetition, non-solicitation, no-hire, nondisclosure, noninterference, non-disparagement or other restrictive covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other individual service provider;

(xi) modify, extend, or enter into any CBA, or recognize or certify any labor union, labor organization, works council, or group of employees of any Group Company as the bargaining representative for any employees of any Group Company.

(xii) implement any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions that could implicate WARN;

(xiii) in the case of the Company only, in any calendar year (A) increase the total number of employees of the Group Companies by more than 10% on a net basis, taking into account all employees hired during such calendar year and all employees who separate from employment for any reason during such calendar year; or (B) terminate (other than for cause), the employment of a number of employees of the Group Companies that exceeds 10% of the total number of employees of the Group Companies as of the first day of such calendar year;

(xiv) in the case of Crane Harbor only, hire any employees or retain any contractors or establish, amend, modify, adopt, enter into or terminate any employee benefit plan, program, agreement, policy or arrangement;

(xv) make, change or revoke any material election concerning Taxes, amend any Tax Return that is reasonably likely to result in a material increase to a Tax liability, enter into any material Tax closing agreement, settle or compromise any material Tax Contest, or consent to any extension or waiver of the limitation period applicable to or relating to any material Tax Contest, other than any such extension or waiver that is an extension of time to file a Tax Return obtained in the ordinary course of business;

(xvi) enter into any settlement, conciliation or similar Contract other than, in the case of the Company only, any settlement, conciliation or similar Contract the performance of which would involve the payment by the Group Companies of less than $500,000 in the aggregate, or that imposes, or by its terms will impose at any point in the future, any material, non-monetary obligations on any Group Company (or Crane Harbor or any of its Affiliates after the Closing), in the case of the Company, or on Crane Harbor, in the case of Crane Harbor;

(xvii) waive, release or assign, compromise or settle any Proceeding, other than, in the case of the Company only, the settlement of any proceeding involving only the payment of money (not covered by insurance) by any Group Company of any amount not exceeding $500,000 in the aggregate;

(xviii) authorize or incur any capital expenditures or commitments other than, in the case of the Company only, capital expenditures or commitments not exceeding $1,000,000 individually;

(xix) authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction;

(xx) change any method of accounting in any material respect, other than changes that are made in accordance with GAAP;

(xxi) enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement;

(xxii) make or promise any Company Change of Control Payment or Crane Harbor Change of Control Payment, other than, in the case of the Company only, those set forth on Section 1.1 of the Company Disclosure Schedules;

(xxiii) (A) in the case of the Company only, (1) amend, modify or terminate any Material Contract (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such Material Contract pursuant to its terms), (2) waive any material benefit or right under any Material Contract, or (3) other than in the ordinary course of business, enter into any Contract that would constitute a Material Contract, and (B) in the case of Crane Harbor only, (1) amend, modify or terminate any material Contract (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such material Contract pursuant to its terms), (2) waive any material benefit or right under any material Contract, or (3) other than in the ordinary course of business, enter into any Contract; (xxiv) in the case of the Company only, fail to maintain in full force and effect in all material respects, or fail to replace or renew, the material insurance policies of the Company and its Subsidiaries to the extent commercially reasonable in the Company’s business judgment in light of prevailing conditions in the insurance market; or

(xxv) agree to take any of the actions set forth in this Section 6.1(b).

Notwithstanding anything in this Section 6.1 or this Agreement to the contrary, nothing set forth in this Agreement shall give any Party, directly or indirectly, the right to control or direct the operations of any other Party or its respective Affiliates prior to the Closing.

Section 6.2 Efforts to Consummate.

(a) Subject to the terms and conditions herein provided, each of the Parties shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the transactions contemplated by this Agreement (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article 7 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement, (ii) using reasonable best efforts to obtain the PIPE Financing on the terms and subject to the conditions set forth in the Subscription Agreements, and (iii) the Company taking, or causing to be taken, all actions necessary or advisable to cause the agreements set forth on Section 6.2(a) of the Company Disclosure Schedules to be terminated effective as of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including the other Group Companies and, from and after the Closing Date, Crane Harbor)). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any Consents of any Governmental Entities or other Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement or the Ancillary Documents. The Company shall bear the costs incurred in connection with obtaining such Consents; provided, however, that (x) each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents and (y) each Party shall bear 50% of the HSR Act filing fee and any filing or similar fees with respect to any Foreign Antitrust Laws. Each Party shall (A) make any appropriate filings pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly (and in any event within twenty (20) Business Days) following the date of this Agreement, (B) make any appropriate filings or take, or cause to be taken, any required actions pursuant to any Foreign Antitrust Laws with respect to the transactions contemplated by this Agreement promptly following the date of this Agreement, and (C) respond as promptly as reasonably practicable to any requests by any Governmental Entity for additional information and documentary material that may be requested pursuant to the HSR Act or under any Foreign Antitrust Laws. Crane Harbor shall promptly inform the Company of any substantive communication between Crane Harbor, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform Crane Harbor of any substantive communication between the Company or Newco, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any of the transactions contemplated by this Agreement or any Ancillary Document. Without limiting the foregoing, (x) the Parties agree to request early termination of the applicable waiting period under the HSR Act, and (y) each Party and their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or under any applicable Foreign Antitrust Laws or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of Crane Harbor and the Company. Nothing in this Section 6.2 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures with respect to any other Party or any of its Affiliates, except with the other Party’s prior written consent.

(b) From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, Crane Harbor, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Crane Harbor) or Crane Harbor (in the case of the Company and Newco), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written substantive communication to any Governmental Entity relating to the transactions contemplated by this Agreement or the Ancillary Documents. Any materials exchanged in connection with this Section 6.2 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns of legal counsel (including in-house counsel) of any Party, and to remove competitively sensitive material; provided, that such Party may, as it deems advisable and necessary, designate any materials provided to the other Party under this Section 6.2 as “outside counsel only.” Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with, in the case of Crane Harbor, the Company, or, in the case of the Company and Newco, Crane Harbor in advance and, to the extent reasonably practicable and not prohibited by such Governmental Entity, gives, in the case of Crane Harbor, the Company and Newco, or, in the case of the Company, Crane Harbor, the opportunity to attend and participate in such meeting or discussion.

(c) Notwithstanding anything to the contrary in the Agreement, in the event that this Section 6.2 conflicts with any other covenant or agreement in this Article 6 that is intended to specifically address any subject matter, then such other covenant or agreement shall govern and control solely to the extent of such conflict.

(d) From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, Crane Harbor, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder Proceedings (including derivative claims) relating to this Agreement, any Ancillary Document or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of Crane Harbor, Crane Harbor or any of its Representatives (in their capacity as a representative of Crane Harbor) or, in the case of the Company, any Group Company or any of their respective Representatives (in their capacity as a representative of a Group Company). Crane Harbor and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation, (iv) reasonably cooperate with each other, and (v) refrain from settling or compromising any Transaction Litigation without the prior written consent of, in the case of the Group Companies, Crane Harbor and in the case of Crane Harbor, the Company (such consent not to be unreasonably withheld, conditioned or delayed).

Section 6.3 Confidentiality and Access to Information.

(a) The Parties acknowledge and agree that as of the date hereof, and continuing through the Closing Date and terminating thereafter, the Parties and each of their respective Affiliates and Representatives remain bound to the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 6.3(a) or the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or in any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or therein shall govern and control to the extent of such conflict.

(b) From and after the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, each Party shall provide, or cause to be provided, to the other Party and its Representatives during normal business hours reasonable access to its and its Subsidiaries’ properties, directors, officers, books and records (in a manner so as to not interfere with normal business operations). Notwithstanding the foregoing, neither Party nor its Subsidiaries shall be required to provide to the other Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which such Party is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of such Party with respect to confidentiality, non-disclosure or privacy, or (D) jeopardize protections afforded to such Party or its Subsidiaries under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the so affected Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and Crane Harbor, any Crane Harbor Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that, each Party shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. For the avoidance of doubt, this Section 6.3 shall not permit any Party to conduct invasive sampling or other invasive or intrusive environmental testing of any real property of another Party without the prior written consent of, in the case of the Group Companies, Crane Harbor and in the case of Crane Harbor, the Company (which may be withheld, conditioned or delayed by such Party in its sole discretion).

(c) For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, the Parties are permitted to disclose the Tax treatment of the transactions that are the subject of this Agreement to the extent necessary to prevent any such transaction from becoming, or from becoming part of a series of transactions that includes, a “reportable transaction” as defined in subsection 237.3(1) of the Canadian Tax Act and any comparable provision of provincial or foreign law. In addition, if at any time after the Closing Date, a Party determines, or becomes aware that an “advisor” (as is defined for purposes of section 237.3 or section 237.4 of the Canadian Tax Act) has determined, that the transactions contemplated by this Agreement are or would be subject to the reporting requirements under section 237.3 or the notification requirements under section 237.4 of the Canadian Tax Act (in this section, the “Disclosure Requirements”), that Party will promptly inform the other Party of its intent, or its advisor’s intent, to comply with the Disclosure Requirements and the Parties will cooperate in good faith to determine the applicability of such requirements. In the event that, following such cooperation, it is ultimately determined that any Party is required to file any applicable information return, notification and/or disclosure in accordance with the Disclosure Requirements (in this section, in each case, a “Mandatory Disclosure”), each Party required to file a Mandatory Disclosure (in this section, a “Disclosing Party”) shall submit to the other Party a draft of such Mandatory Disclosure at least 30 days before the date on which such Mandatory Disclosure is required by Law to be filed, and such other Party shall have the right to make reasonable comments or changes on such draft by communicating such comments or changes in writing to the Disclosing Party at least 15 days before the date on which such Mandatory Disclosure is required by Law to be filed. The Disclosing Party shall consider in good faith any such comments or changes proposed by the other Party and shall incorporate such comments or changes which the Disclosing Party determines are reasonable and in accordance with Law.

Section 6.4 Disclosed Personal Data

(a) The Parties acknowledge and agree that the Disclosed Personal Data is necessary for the Parties to determine whether to proceed with the Transactions contemplated by this Agreement and, if the determination is made to proceed with the Transactions, to complete them.

(b) Prior to the consummation of the Transactions contemplated by this Agreement, the Parties shall: (i) use or disclose any Disclosed Personal Data solely as required to (A) determine whether to proceed with the Transactions contemplated by this Agreement, (B) perform their obligations and exercise their rights under this Agreement related to the Transactions contemplated by this Agreement, (C) consummate the Transactions contemplated by this Agreement, or (D) comply with applicable Laws; (ii) not use or disclose any Disclosed Personal Data for any purpose except and only to the extent permitted or required by applicable Law; (iii) protect all Disclosed Personal Data using security safeguards appropriate to the sensitivity of the information; and (iv) within a reasonable period following (A) the consummation of the Transactions contemplated by this Agreement; (B) a decision by either or both Parties not to proceed with the Transactions contemplated by this Agreement; or (C) the Disclosed Personal Data is no longer necessary for the purposes set out in (i), destroy or return to the other Party all Disclosed Personal Data.

(c) Following the consummation of the Transactions contemplated by this Agreement, the Parties shall: (i) use or disclose the Disclosed Personal Data solely for the purposes for which the Disclosed Personal Data was collected, permitted to be used or disclosed prior to the consummation of the Transactions contemplated by this Agreement, unless consent is obtained or as otherwise permitted or required by applicable Law; (ii) protect all Disclosed Personal Data using security safeguards appropriate to the sensitivity of the information; and (iii) give effect to any withdrawal of consent required under any applicable Law.

Section 6.5 Public Announcements.

(a) Subject to Section 6.5(b), Section 2.4, Section 6.8 and Section 6.9, none of the Parties or any of their respective Representatives shall issue any press releases or make any public announcements with respect to this Agreement or the transactions contemplated hereby prior to the Closing without the prior written consent of, in the case of the Group Companies, Crane Harbor and in the case of Crane Harbor, the Company; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law, in which case the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing party is Crane Harbor, or Crane Harbor, if the disclosing party is the Company, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 6.4, (iii) subject to and in accordance with Section 6.2(b), to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the Transactions, or (iv) to their respective directors, officers, employees, direct and indirect current or prospective limited partners and investors or otherwise in the ordinary course of their respective businesses, in each case, so long as (A) such announcements or communications relate solely to the status and terms (including price terms) of this Agreement and the Transactions and (B) such recipients are subject to confidentiality obligations at least as restrictive as those set forth in the Confidentiality Agreement; provided, that the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third party Consent.

(b) The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the Company and Crane Harbor prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement on the day thereof. Promptly after the execution of this Agreement, Crane Harbor shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Crane Harbor shall consider such comments in good faith. The Company, on the one hand, and Crane Harbor, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Crane Harbor, as applicable) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), Crane Harbor shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Section 6.6 Tax Matters.

(a) Tax Treatment.

(i) For U.S. federal income tax purpose, the Parties intend that (A) the Crane Harbor Continuance shall constitute a transaction treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and (B) each of the Company Exchange and Crane Harbor Exchange, and other related transactions shall constitute a single integrated transaction intended to qualify as a tax-free exchange within the meaning of Section 351 of the Code or a “reorganization” within the meaning of Section 368(a) of the Code, (collectively, the “Intended Tax Treatment”), and each Party shall, and shall cause its respective Affiliates to, use reasonable best efforts to so qualify. The Parties shall file all U.S. Tax Returns consistent with, and take no position inconsistent with (whether in U.S. audits, U.S. Tax Returns or otherwise with respect to U.S. federal income tax matters), the treatment described in this Section 6.6(a)(i) unless required to do so pursuant to a “determination” that is final within the meaning of Section 1313(a) of the Code.

(ii) Crane Harbor, the Company and Newco hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). From the date hereof through the Closing, and following the Closing, the Parties shall not, and shall not permit or cause their respective Affiliates to, take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Transactions from qualifying for the Intended Tax Treatment.

(b) If, in connection with the preparation and filing of the Registration Statement and/or Proxy Statement, the SEC requests or requires that tax opinions be prepared and submitted with respect to the U.S. Tax treatment of (i) the Crane Harbor Continuance or Crane Harbor Exchange for the Pre-Closing Crane Harbor Holders or Crane Harbor, then Crane Harbor will procure Winston & Strawn LLP or other counsel to Crane Harbor (“Crane Harbor Tax Counsel”) to deliver such tax opinions or (ii) the Company Exchange for the Company Shareholders or the Company, then the Company will procure Cooley LLP or other counsel to the Company (“Company Tax Counsel”) to deliver such tax opinions and, in either case, Crane Harbor, the Company and Newco, as applicable, shall deliver to Crane Harbor Tax Counsel or Company Tax Counsel, as applicable, customary Tax representation letters reasonably satisfactory to Crane Harbor Tax Counsel or Company Tax Counsel, as applicable, at such time or times as may be reasonably requested by Crane Harbor Tax Counsel or Company Tax Counsel, as applicable, in connection with the delivery of any such tax opinions with respect to the Tax treatment of the Transactions.

(c) For Canadian income tax purposes, the Parties intend that (i) the Company Exchange be tax-deferred for each Company Shareholder under either section 85 of the Canadian Tax Act (to the extent a Company Shareholder files a joint election under subsection 85(1) of the Canadian Tax Act with Newco) or subsection 85.1(1) of the Canadian Tax Act (to the extent that (A) the application of subsection 85.1(1) of the Canadian Tax Act is not precluded for such Company Shareholder by virtue of subsection 85.1(2) of the Canadian Tax Act, (B) such Company Shareholder holds the Company Shares as capital property for the purposes of the Canadian Tax Act, and (C) such Company Shareholder does not include a gain or loss on the disposition of the Company Shares on the Company Exchange in such Company Shareholder’s return of income for the taxation year in which the Company Exchange occurred) and (ii) subsection 7(1.4) of the Canadian Tax Act apply to the exchange of certain Company Options as described in the Plan of Arrangement. The Parties shall file all Tax Returns consistent with, and take no position inconsistent with, the treatment described in this Section 6.6(c) unless required to do so by applicable Canadian income Tax Law.

(d) Crane Harbor, the Company or Newco, as applicable, shall promptly notify the other party in writing if, before the Closing Date, it determines that it is not reasonable for the Transactions to qualify for the Intended Tax Treatment. Following such notice, the Company or Newco may propose amendments to the terms of this Agreement that the Company or Newco believes could reasonably facilitate such qualification without adversely affecting the rights and commercial position of Crane Harbor, the Company, Newco, and their respective shareholders. In that case, Crane Harbor shall consider in good faith the proposed amendments and, if it determines in good faith that they would not result in unreasonable delay to Closing and would not adversely affect the rights or commercial position of Crane Harbor, the Company, Newco, and their respective shareholders, the Parties shall use reasonable best efforts to effect any such amendments.

(e) In the event that Crane Harbor or Newco determines after Closing that Crane Harbor or Newco is a PFIC for any taxable year, Crane Harbor of Newco, as applicable, shall use commercially reasonable efforts to provide sufficient information to Newco’s shareholders to make a timely “qualified electing fund” election within the meaning of Section 1295 of the Code with respect to Crane Harbor or Newco, as applicable.

Section 6.7 Exclusive Dealing.

(a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause Newco, the other Group Companies, its controlled Affiliates and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) discuss or negotiate with any Person a Company Acquisition Proposal (other than to inform such Person of the restrictions set forth in this Section 6.7); (iv) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (v) take meaningful steps in preparation for, or conduct, a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); or (vi) otherwise cooperate in any way with, or knowingly assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify Crane Harbor in writing promptly upon receipt of any Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep Crane Harbor reasonably informed on a current basis of any modifications to such offer or information. Notwithstanding anything to the contrary in this Section 6.7(a), this Agreement shall not prevent the Company or its board of directors from, prior to obtaining the Company Required Approval in respect of the Company Arrangement Resolution, disclosing to Company Shareholders the receipt, existence or terms of a bona fide Company Acquisition Proposal received after the date hereof that did not result from a material breach of this Section 6.7(a).

(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Crane Harbor shall not, and shall cause its Representatives and Affiliates not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Crane Harbor Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Crane Harbor Acquisition Proposal; (iii) discuss or negotiate with any Person a Crane Harbor Acquisition Proposal (other than to inform such Person of the restrictions set forth in this Section 6.7), (iv) enter into any Contract or other arrangement or understanding regarding a Crane Harbor Acquisition Proposal; (v) take meaningful steps in preparation for, or conduct, an offering of any securities of Crane Harbor (or any Affiliate or successor of Crane Harbor); or (vi) otherwise cooperate in any way with, or knowingly assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Crane Harbor agrees to (A) notify the Company promptly upon receipt of any Crane Harbor Acquisition Proposal by Crane Harbor, and to describe the material terms and conditions of any such Crane Harbor Acquisition Proposal in reasonable detail (including the identity of any person or entity making such Crane Harbor Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. Notwithstanding any other provision to the contrary contained in this Agreement, none of the provisions of this Section 6.7(b) (including without limitation any of the foregoing regarding exclusivity) shall in any way apply to or limit the activities of any non-controlled affiliate of Crane Harbor (each, a “Crane Harbor Non- Controlled Affiliate”), but only if Confidential Information (as defined in the Confidentiality Agreement) of the Company has not been, and is not, made available to any such Crane Harbor Non-Controlled Affiliate. Should any individual who is employed by a Crane Harbor Non-Controlled Affiliate receive Confidential Information (as defined in the Confidentiality Agreement) of the Company in his or her capacity as a director, officer or other representative of Crane Harbor, such individual will be bound by the terms of this Agreement applicable to Crane Harbor, but the activities of such Crane Harbor Non-Controlled Affiliate may continue without limitation as set forth herein and this Agreement shall not apply to such Crane Harbor Non-Controlled Affiliate so long as such Crane Harbor Non- Controlled Affiliate does not disclose or use any such Confidential Information (as defined in the Confidentiality Agreement) in connection with such activities and is not otherwise directed to take, or refrain from taking such actions, but such individuals.

Section 6.8 Preparation of Registration Statement and Proxy Statement.

(a) As promptly as reasonably practicable following the date of this Agreement, the Parties shall prepare and Newco shall file with the SEC, the Registration Statement which will be used to register the Newco Shares issuable pursuant to the Transactions, all in accordance with and as required by Newco’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC, Nasdaq and TSX. Each Party shall use its reasonable best efforts to (a) cause the Registration Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies and Newco, the provision of financial statements of, and any other information with respect to, the Group Companies and Newco for all periods, and in the form, required to be included in the Registration Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC and its staff; (c) have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. Each Party shall promptly furnish, or cause to be furnished, to the other Parties all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 6.8 or for including in any other statement, filing, notice or application made by or on behalf of Newco to the SEC, Nasdaq or TSX in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 6.6(b). Newco shall allow Crane Harbor and its counsel to review the Registration Statement and any amendment thereto a reasonable amount of time prior to filing the Registration Statement or any amendment or supplement thereto and shall consider for inclusion in the Registration Statement and/or any amendment or supplement thereto any reasonable comments proposed by Crane Harbor. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement, then (i) such Party shall promptly inform the other Parties thereof; (ii) the Parties shall prepare an amendment or supplement to the Registration Statement and (iii) Newco shall file such amendment or supplement with the SEC. Newco and Crane Harbor shall, as promptly as reasonably practicable, advise Company of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Newco Shares for offering or sale in any jurisdiction, and the Parties shall each use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to it or any of its Non-Party Affiliates or its or their respective Representatives, supplied by or on its behalf for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any Misrepresentation.

(b) As promptly as reasonably practicable following the date of this Agreement, the Parties shall prepare and Crane Harbor shall file with the SEC, the Proxy Statement which will be used for the Crane Harbor Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Crane Harbor’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq and TSX. Each Party shall use its reasonable best efforts to (a) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies and Newco, the provision of financial statements of, and any other information with respect to, the Group Companies and Newco for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC and its staff; (c) have the Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. Each Party shall promptly furnish, or cause to be furnished, to the other Parties all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 6.8 or for including in any other statement, filing, notice or application made by or on behalf of Crane Harbor to the SEC or Nasdaq or TSX in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 6.6(b). Crane Harbor shall allow Newco, the Company and their counsel to review the Proxy Statement and any amendment thereto a reasonable amount of time prior to filing the Proxy Statement or any amendment or supplement thereto and shall consider for inclusion in the Proxy Statement and/or any amendment or supplement thereto any reasonable comments proposed by the Company or Newco. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Proxy Statement, then (i) such Party shall promptly inform the other Parties thereof; (ii) the Parties shall prepare an amendment or supplement to the Proxy Statement; and (iii) Crane Harbor shall mail, if appropriate, such amendment or supplement to the Pre-Closing Crane Harbor Holders. Crane Harbor shall as promptly as reasonably practicable advise Company of the time of effectiveness of the Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Crane Harbor Shares for offering or sale in any jurisdiction, and the Parties shall each use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to it or any of its Non-Party Affiliates or its or their respective Representatives, supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any Misrepresentation.

(c) The Parties shall prepare, and Newco shall file with the Ontario Securities Commission, a preliminary Canadian Prospectus and a final Canadian Prospectus in sufficient time for Newco to become a reporting issuer in the Province of Ontario by the Closing Date. Each Party shall use its reasonable best efforts to cause each of the preliminary Canadian Prospectus and final Canadian Prospectus to comply as to form in all material respects with applicable Canadian securities Laws. The Company and Newco shall allow Crane Harbor and its counsel to review the Canadian Prospectus and any amendments thereto a reasonable amount of time prior to their respective filings and shall consider for inclusion in the Canadian Prospectus and/or any amendment or supplement thereto any reasonable comments proposed by Crane Harbor.

Section 6.9 Crane Harbor Shareholder Approval. As promptly as reasonably practicable following the time at which the Proxy Statement is declared effective under the Securities Act, Crane Harbor shall (a) duly give notice of and (b) use reasonable best efforts to duly convene and promptly hold a meeting of its shareholders (the “Crane Harbor Shareholders Meeting”) in accordance with the Governing Documents of Crane Harbor, for the purposes of obtaining the Crane Harbor Shareholder Approval and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to effect a Crane Harbor Shareholder Redemption. Crane Harbor shall, through unanimous approval of the Crane Harbor Board, recommend to its shareholders (the “Crane Harbor Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Transactions) (the “BCA Proposal”); (ii) the approval of the Crane Harbor Continuance and the adoption of the articles of continuance in the form attached hereto as Exhibit H (the “Crane Harbor Continuance Proposal”); (iii) the approval of the Plan of Arrangement (the “Plan of Arrangement Proposal”); (iv) the confirmation of the by-laws of Crane Harbor following the Crane Harbor Continuance, in the form attached hereto as Exhibit I (the “Crane Harbor By-laws Proposal”); (v) the approval and adoption of any other proposals the Parties agree are necessary or desirable to consummate the Transactions; and (vi) the adoption and approval of a proposal for the adjournment of the Crane Harbor Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (the “Adjournment Proposal”) (such proposals in clauses (i) through (iv) together, the “Transaction Proposals”); provided, that Crane Harbor may postpone or adjourn the Crane Harbor Shareholders Meeting, after reasonable consultation with the Company (and after taking into account the Company’s good faith input), (A) to solicit additional proxies for the purpose of obtaining the Crane Harbor Shareholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Crane Harbor has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Crane Harbor Holders prior to the Crane Harbor Shareholders Meeting, or (D) if the holders of Crane Harbor Class A Shares have elected to redeem a number of Crane Harbor Class A Shares as of such time that would reasonably be expected to result in the condition set forth in Section 7.3(d) not being satisfied; provided that, without the consent of the Company, in no event shall Crane Harbor adjourn the Crane Harbor Shareholders Meeting for more than ten (10) Business Days later than the original date of the Crane Harbor Shareholders Meeting or to a date that is beyond the Termination Date. The Crane Harbor Board Recommendation shall be included in the Registration Statement and Proxy Statement. The Crane Harbor Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Crane Harbor Board Recommendation (a “Change in Recommendation”); provided, that the Crane Harbor Board may make a Change in Recommendation if it determines in good faith after consultation with Crane Harbor’s outside legal counsel and financial advisors that a failure to make a Change in Recommendation would be inconsistent with its fiduciary obligations under applicable Law. Crane Harbor acknowledges that its obligations hereunder to furnish the Registration Statement and Proxy Statement, convene the Crane Harbor Shareholders Meeting and solicit the Crane Harbor Shareholder Approval as provided hereunder shall apply notwithstanding any withdrawal or modification of the Crane Harbor Board Recommendation in accordance with the terms hereof.

Section 6.10 Nasdaq Listing. Crane Harbor shall ensure that Crane Harbor remains listed as a public company on, and for the Crane Harbor Shares to be tradable over, Nasdaq and that, upon completion of the Crane Harbor Exchange, the Subordinate Voting Shares are listed and traded on Nasdaq. From the date hereof through the Closing, Crane Harbor shall promptly notify the Company of any communications or correspondence from the Nasdaq with respect to any potential suspension of listing or delisting action contemplated or threatened by the Nasdaq.

Section 6.11 TSX Listing. Each of Crane Harbor, the Company and Newco shall use its reasonable best efforts to cause: (a) Newco’s initial listing application with the TSX in connection with the transactions contemplated by this Agreement to have been approved; (b) Newco to satisfy all applicable initial and continuing listing requirements of the TSX; and (c) the Subordinate Voting Shares issuable in accordance with the Plan of Arrangement to be approved for listing on the TSX, subject to satisfaction of customary conditions, in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Closing. From the date hereof through the Closing, each Party shall notify the other Party of any communications or correspondence from the TSX with respect to the listing of Subordinate Voting Shares or other securities of Newco and compliance with the rules of the TSX.

Section 6.12 Trust Account. Upon satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article 7 and provision of notice thereof to the Trustee, (a) Crane Harbor shall make all appropriate arrangements to cause the Trustee to pay as and when due all amounts, if any, payable to the public Crane Harbor Shareholders pursuant to the Crane Harbor Shareholder Redemption prior to the Closing, (b) at the Closing, Crane Harbor shall (i) cause the documents, certificates and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (ii) make all appropriate arrangements to cause the Trustee to (A) pay the amounts due to the underwriters of Crane Harbor’s initial public offering for their deferred underwriting commissions as set forth in the Trust Agreement and (B) immediately thereafter, pay all remaining amounts then available in the Trust Account to Crane Harbor (or its successor, as applicable) in accordance with the Trust Agreement, and (c) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 6.13 Crane Harbor Indemnification; Directors’ and Officers’ Insurance.

(a) Each Party agrees that all rights to indemnification or exculpation now existing in favor of the directors and officers of Crane Harbor, as provided in the applicable Crane Harbor Governing Documents or otherwise in effect as of immediately prior to the Closing as disclosed in Section 6.13 of the Crane Harbor Disclosure Schedules, in either case, solely with respect to any matters occurring on or prior to the Closing shall survive the transactions contemplated by this Agreement and shall continue in full force and effect from and after the Closing for a period of six (6) years. To the maximum extent permitted by applicable Law, during such six (6)-year period, Crane Harbor shall advance, or cause to be advanced, expenses in connection with such indemnification as provided in the applicable Crane Harbor Governing Documents or other applicable agreements disclosed in Section 6.13 of the Crane Harbor Disclosure Schedules as in effect immediately prior to the Closing. The indemnification and liability limitation or exculpation provisions of Crane Harbor’s Governing Documents shall not, during such six (6)-year period, be amended, repealed or otherwise modified after the Closing in any manner that would materially and adversely affect the rights thereunder of individuals who, as of immediately prior to the Closing, or at any time prior to such time, were directors or officers of Crane Harbor (the “Crane Harbor D&O Persons”) entitled to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring on or prior to the Closing and relating to the fact that such Crane Harbor D&O Person was a director or officer of Crane Harbor immediately prior to the Closing, unless such amendment, repeal or other modification is required by applicable Law.

(b) Neither Crane Harbor nor the Company shall have any obligation under this Section 6.13 to any Crane Harbor D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Crane Harbor D&O Person in the manner contemplated hereby is prohibited by applicable Law.

(c) For a period of six (6) years after the Closing, Crane Harbor shall maintain, or cause to be maintained, without any lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policies of Crane Harbor as of the date of this Agreement with respect to matters occurring on or prior to the Closing. Such “tail” policy shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under Crane Harbor’s directors’ and officers’ liability insurance policies as of the date of this Agreement; provided that Crane Harbor shall not be obligated to pay a premium for such “tail” policy in excess of three hundred percent (300%) of the most recent annual premium paid by Crane Harbor prior to the date of this Agreement and, in such event, Crane Harbor shall purchase the maximum coverage available for three hundred percent (300%) of the most recent annual premium paid by Crane Harbor prior to the date of this Agreement.

(d) If Crane Harbor or any of its successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of Crane Harbor shall assume all of the obligations set forth in this Section 6.13.

(e) The Crane Harbor D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 6.13 are intended to be third-party beneficiaries of this Section 6.13. This Section 6.13 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of the Company.

Section 6.14 Company Indemnification; Directors’ and Officers’ Insurance.

(a) Each Party agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors and officers of the Group Companies, as provided in the Group Companies’ Governing Documents or otherwise in effect as of immediately prior to the Closing as disclosed in Section 6.14 of the Company Disclosure Schedules, in either case, solely with respect to any matters occurring on or prior to the Closing, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect from and after the Closing for a period of six (6) years and (ii) Crane Harbor will cause the applicable Group Companies to perform and discharge all obligations to provide such indemnity and exculpation during such six (6)-year period to the extent permitted by applicable Law. To the maximum extent permitted by applicable Law, during such six (6)-year period, Crane Harbor shall cause the applicable Group Companies to advance expenses in connection with such indemnification as provided in the Group Companies’ Governing Documents or other applicable agreements in effect as of immediately prior to the Closing as disclosed in Section 6.14 of the Company Disclosure Schedules. The indemnification and liability limitation or exculpation provisions of the Group Companies’ Governing Documents shall not, during such six (6)- year period, be amended, repealed or otherwise modified after the Closing in any manner that would materially and adversely affect the rights thereunder of individuals who, as of immediately prior to the Closing, or at any time prior to such time, were directors or officers of the Group Companies (the “Company D&O Persons”) entitled to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring on or prior to the Closing and relating to the fact that such Company D&O Person was a director or officer of any Group Company immediately prior to the Closing, unless such amendment, repeal or other modification is required by applicable Law.

(b) None of the Group Companies shall have any obligation under this Section 6.14 to any Company D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Company D&O Person in the manner contemplated hereby is prohibited by applicable Law.

(c) The Company shall purchase, at or prior to the Closing, and Crane Harbor shall maintain, or cause to be maintained, in effect for a period of six (6) years after the Closing Date, without any lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policies of the Group Companies as of the date of this Agreement with respect to matters occurring on or prior to the Closing. Such “tail” policy shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under the Group Companies’ directors’ and officers’ liability insurance policies as of the date of this Agreement; provided that none of the Company, Crane Harbor or any of their respective Affiliates shall pay a premium for such “tail” policy in excess of three hundred percent (300%) of the most recent annual premium paid by the Group Companies prior to the date of this Agreement and, in such event, the Company, Crane Harbor or one of their respective Affiliates shall purchase the maximum coverage available for three hundred percent (300%) of the most recent annual premium paid by the Group Companies prior to the date of this Agreement.

(d) If Crane Harbor or any of its successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of Crane Harbor shall assume all of the obligations set forth in this Section 6.14.

(e) The Company D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 6.14 are intended to be third-party beneficiaries of this Section 6.14. This Section 6.14 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of Crane Harbor.

Section 6.15 Resignations. Prior to the Closing, all of the directors and officers of Crane Harbor shall have executed written resignations effective as of the Closing in form and substance satisfactory to each Party.

Section 6.16 Post-Closing Governance.

(a) The Parties shall take all such action within its power as may be necessary or appropriate (i) such that effective immediately after the Closing, the board of directors of Newco (the “Initial Board”) shall be appointed or elected in accordance with, and such that, as of the Closing, the Initial Board shall comply with, applicable Nasdaq and TSX rules and (ii) to designate and appoint to the Initial Board (A) at least one Person designated by the Sponsor prior to the Closing, which Person shall be subject to the Company’s consent (such consent not to be unreasonably withheld, delayed or conditioned) and (B) the remaining Persons, all of whom will be designated by the Company prior to the Closing, which Persons shall be subject to Crane Harbor’s consent (such consent not to be unreasonably withheld, delayed or conditioned) and such number of whom will be independent under applicable Law and the relevant rules and regulations of Nasdaq and TSX, such that a majority of the members of the Initial Board will be independent under applicable Law and the relevant rules and regulations of Nasdaq and TSX.

(b) The officers of the Company immediately prior to the Closing shall be, as of the Closing, the officers of Newco and Crane Harbor until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

Section 6.17 Financials.

(a) The Company shall, as promptly as reasonably practicable, deliver to Crane Harbor (i) the Audited Company Financial Statements, (ii) the Unaudited Company Financial Statements, and (iii) any other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations, changes in shareholders’ equity and cash flows of the Group Companies and Newco that are required to be included in the Registration Statement and Proxy Statement. All such financial statements that are required to be included in the Registration Statement and Proxy Statement (w) will fairly present in all material respects the financial position of the Group Companies and Newco as of the date thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments and the absence of footnotes), (x) will be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year- end audit adjustments and the absence of footnotes), (y) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and contain an unqualified report of the auditor of the Company and Newco and (z) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).

(b) The Company and Newco shall use its reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of any member of such Group Company, Newco and Crane Harbor in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement and Proxy Statement, the Canadian Prospectus and any other filings to be made by Crane Harbor with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Document and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC or the Ontario Securities Commission.

Section 6.18 Newco Equity Incentive Plan. Prior to the effectiveness of the Registration Statement, the Newco board of directors shall approve and adopt an equity incentive plan in a form mutually agreed by the Parties (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company, Newco or Crane Harbor, as applicable) (the “Newco Equity Incentive Plan”), in the manner prescribed under applicable Laws, effective as of the Closing Date, reserving an amount of Newco Shares for grant thereunder equal to fifteen percent (15%) of the Newco Shares issued and outstanding from time to time. The Rollover Equity Awards corresponding to the Company Equity Awards shall not reduce the number of Newco Shares reserved for issuance thereunder.

Section 6.19 Crane Harbor Continuance. On the Crane Harbor Continuance Date (which must occur after the receipt of the Interim Order but before the Final Order Submission), Crane Harbor shall cause the Crane Harbor Continuance to occur in accordance with Section 180 of the OBCA and Part XII of the Cayman Islands Companies Law (2020 Revision). In connection with the Crane Harbor Continuance, (i) each Crane Harbor Class A Share and each Crane Harbor Class B Share that is issued and outstanding immediately prior to the Crane Harbor Continuance shall become one Crane Harbor New Class A Share or Crane Harbor New Class B Share, respectively, and (ii) each Crane Harbor Share Right that is outstanding immediately prior to the Crane Harbor Continuance shall, from and after the Crane Harbor Continuance, represent the right to receive 1/10th of one Crane Harbor New Class A Share, subject to adjustment, on the terms and subject to the conditions set forth in the Share Rights Agreement. Crane Harbor shall in good faith consult with the Company and Newco (including sharing draft documents and other relevant information with and considering reasonable comments provided by the Company and Newco) in setting the amount of stated capital of the issued and outstanding shares of Crane Harbor immediately after the consummation of the Crane Harbor Continuance.

Section 6.20 Subscription Agreements.

(a) Newco shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the Subscription Agreements in any manner other than (a) as expressly provided for by the terms of the Subscription Agreements or (b) to reflect any permitted assignments or transfers of the Subscription Agreements by the PIPE Investors pursuant to the Subscription Agreements, without the prior written consent of the Company and Crane Harbor (in each case, such consent not to be unreasonably withheld, conditioned or delayed; provided that the Parties acknowledge that any proposed amendment, modification or waiver of the Subscription Agreements that affects the offering price of the Newco Shares pursuant to the Subscription Agreements, that reduces the PIPE Financing Amount or that adds additional conditions to the obligations of the PIPE Investors to consummate the transactions contemplated by the Subscription Agreements may be rejected by the Company in its sole discretion). Newco and Crane Harbor shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein. Without limiting the generality of the foregoing, Newco shall give the Company, Crane Harbor and the Financial Advisors (as defined below) prompt (and, in any event within three (3) Business Days) written notice: (i) of any proposed amendment to any Subscription Agreement; (ii) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Newco; and (iii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement. If any Subscription Agreement expires or is terminated, withdrawn or repudiated by any party thereto prior to the Closing, such that the aggregate amount of the PIPE Financing as of the Closing is expected to be below $220,000,000, Newco shall use its commercially reasonable efforts, prior to the Closing, to procure one or more investors to enter into Subscription Agreements with Newco for the PIPE Financing in form and substance reasonably satisfactory to the Company and Newco and on the same terms and in an amount at least equal to the amount of the PIPE Financing under the Subscription Agreement(s) that have expired or been terminated, withdrawn or repudiated.

(b) From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, the Company, Newco and Crane Harbor shall, and shall use their commercially reasonable efforts to cause their respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the Parties mutually agree to seek in connection with the Transactions (including the PIPE Financing), including: (i) by providing such information and assistance as another Party or its Representatives may reasonably request; (ii) granting such access to another Party and its Representatives as may be reasonably necessary for their due diligence; (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, and due diligence sessions with respect to such financing efforts; and (iv) using its commercially reasonable efforts to deliver or, cause its Representatives to deliver, all documents that may be reasonably required by any financial advisor to the Company, Newco or Crane Harbor (the “Financial Advisors”), in form and substance reasonably satisfactory to the Financial Advisors to facilitate the PIPE Financing or the consummation of the Transactions. All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Newco or Crane Harbor or their respective Representatives.

ARTICLE 7

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT

Section 7.1 Conditions to the Obligations of the Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by such Party of the following conditions:

(a) the Company Required Approval of the Company Arrangement Resolution shall have been approved at the Company Shareholders Meeting in accordance with the Interim Order and applicable Law and a certified copy of such Company Arrangement Resolution shall have been delivered to Crane Harbor;

(b) the Final Order shall have been granted in form and substance satisfactory to the Parties, acting reasonably, and the Final Order shall not have been set aside or modified in a manner unacceptable to the Parties, acting reasonably, on appeal or otherwise;

(c) each applicable waiting period or Consent under the HSR Act and under each Foreign Antitrust Law set forth on Section 7.1 of the Crane Harbor Disclosure Schedules relating to the transactions contemplated by this Agreement or any Ancillary Document, and any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement or any Ancillary Document, shall have expired, been terminated or obtained (or deemed, by applicable Law, to have been obtained), as applicable;

(d) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraints or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect;

(e) the Registration Statement and Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement or Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;

(f) the Subordinate Voting Shares, including the Subordinate Voting Shares to be issued pursuant to the Transactions, shall have been accepted for listing on Nasdaq, or another national securities exchange mutually agreed to by the Parties in writing, as of the Closing Date;

(g) the Ontario Securities Commission shall have issued a receipt for the final Canadian Prospectus;

(h) the Crane Harbor Shareholder Approval shall have been obtained; (i) after giving effect to the transactions contemplated hereby (including the PIPE Financing), Newco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), immediately after the Closing;

(j) the Subordinate Voting Shares to be issued pursuant to the Transactions shall have been approved for listing on the TSX;

(k) the Pre-Closing Reorganization shall have been completed; and

(l) the Crane Harbor Shareholder Redemption and the Crane Harbor Continuance shall have occurred.

Section 7.2 Other Conditions to the Obligations of Crane Harbor. The obligations of Crane Harbor to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Crane Harbor of the following further conditions:

(a) (i) the Company Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), and (ii) the representations and warranties of the Company set forth in Article 3 (other than the Company Fundamental Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, has not had, and would not reasonably be expected to result in, a Company Material Adverse Effect;

(b) the Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the Company under this Agreement at or prior to the Closing;

(c) since the date of this Agreement, no Company Material Adverse Effect has occurred that is continuing;

(d) the Transaction Support Agreements shall continue to be in full force and effect; and

(e) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to Crane Harbor the following documents:

(i) a certificate duly executed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) are satisfied, in a form and substance reasonably satisfactory to Crane Harbor; and

(ii) the Investor and Registration Rights Agreement duly executed by the applicable Company Shareholders.

Section 7.3 Other Conditions to the Obligations of the Company and Newco. The obligations of the Company and Newco to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company and Newco of the following further conditions:

(a) (i) the Crane Harbor Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 5.2(a) shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), (iii) the representations and warranties of Crane Harbor contained in Article 5 (other than the Crane Harbor Fundamental Representations and the representations and warranties of Crane Harbor set forth in Section 5.2(a) of this Agreement) shall be true and correct (without giving effect to any limitation as to “materiality” or “Crane Harbor Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct has not had, and would not reasonably be expected to result in, a Crane Harbor Material Adverse Effect; (b) Crane Harbor shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing;

(c) since the date of this Agreement, no Crane Harbor Material Adverse Effect has occurred that is continuing;

(d) the Aggregate Transaction Proceeds shall be equal to or greater than $150,000,000 (the “Minimum Cash Condition”);

(e) the Sponsor Letter Agreement shall continue to be in full force and effect;

(f) at or prior to the Closing, Crane Harbor shall have delivered, or caused to be delivered, the following documents to the Company:

(i) a certificate duly executed by an authorized officer of Crane Harbor, dated as of the Closing Date, to the effect that the conditions specified in Section 7.3(a), Section 7.3(b) and Section 7.3(c) are satisfied in a form and substance reasonably satisfactory to the Company; and

(ii) the Investors and Registration Rights Agreement duly executed by Crane Harbor and the Sponsor.

Section 7.4 Frustration of Closing Conditions. The Company and Newco may not rely on the failure of any condition set forth in this Article 7 to be satisfied if such failure was proximately caused by the Company’s failure to use reasonable best efforts to cause the Closing to occur, as required by Section 6.2 or a breach of this Agreement. Crane Harbor may not rely on the failure of any condition set forth in this Article 7 to be satisfied if such failure was proximately caused by Crane Harbor’s failure to use reasonable best efforts to cause the Closing to occur, as required by Section 6.2 or a breach of this Agreement.

ARTICLE 8

TERMINATION

Section 8.1 Termination. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Closing, notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the Company, Newco or Crane Harbor, as follows:

(a) by mutual written consent of the Parties;

(b) by Crane Harbor, if any of the representations or warranties set forth in Article 3 shall not be true and correct or if the Company has failed to perform any covenant or agreement set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section7.2(a) or Section 7.2(b) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to the Company by Crane Harbor, and (ii) the Termination Date; provided, however, that Crane Harbor is not then in breach of this Agreement so as to prevent the condition to Closing set forth in either Section 7.3(a) or Section 7.3(b) from being satisfied; (c) by the Company, if any of the representations or warranties set forth in Article 5 shall not be true and correct or if Crane Harbor has failed to perform any covenant or agreement set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 7.3(a) or Section 7.3(b) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to Crane Harbor by the Company and (ii) the Termination Date; provided, however, the Company is not then in breach of this Agreement so as to prevent the condition to Closing set forth in Section 7.2(a) or Section 7.2(b) from being satisfied;

(d) by either Crane Harbor or the Company, if the transactions contemplated by this Agreement shall not have been consummated on or prior to August 3, 2026 (the “Termination Date”); provided, that (i) the Termination Date shall be automatically extended for three months in the event the Court refuses to issue a Final Order in respect of the Plan of Arrangement (for any reason or no reason other than as a result of a material breach of Crane Harbor’s covenants or obligations under this Agreement or the Crane Harbor Shareholder Approval having not been obtained), (ii) the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to Crane Harbor if Crane Harbor’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (iii) the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to the Company if the Company’s or any Group Company’s breach of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date;

(e) by either Crane Harbor or the Company, if any Governmental Entity shall have issued an Order permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement and such Order shall have become final and nonappealable, except that, for greater certainty, this termination right shall not apply as a result of the refusal (for any reason or no reason) of the Court to issue a Final Order in respect of the Plan of Arrangement;

(f) by either Crane Harbor or the Company if the Crane Harbor Shareholders Meeting has been held (including any adjournment or postponement thereof), has concluded, Crane Harbor’s shareholders have duly voted and the Crane Harbor Shareholder Approval was not obtained;

(g) by either Crane Harbor or the Company, if the Company Required Approval in respect of the Company Arrangement Resolution shall not have been obtained at the Company Shareholders Meeting in accordance with the Interim Order and applicable Law; or

(h) by the Company prior to receipt of the Crane Harbor Shareholder Approval, in the event of a Change in Recommendation.

Section 8.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this entire Agreement shall forthwith become void (and there shall be no Liability or obligation on the part of the Parties and their respective Non-Party Affiliates) with the exception of (a) Section 6.3(a), this Section 8.2, Article 10 and any corresponding definitions set forth in Article 1 (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties and (b) the Confidentiality Agreement, which shall survive such termination and remain valid and binding obligations of the Parties thereto in accordance with its terms. Notwithstanding the foregoing or anything to the contrary herein, the termination of this Agreement pursuant to Section 8.1 shall not affect any Liability on the part of any Party for any willful or material breach of any covenant or agreement set forth in this Agreement or fraud (involving scienter) prior to such termination.

ARTICLE 9

ALTERNATE TRANSACTION

Section 9.1 Alternate Transaction. In the event that the Court refuses to issue a Final Order in respect of the Plan of Arrangement (for any reason or no reason other than (i) as a result of (A) Crane Harbor having not performed and complied in all material respects with the covenants and agreements required to be performed by or complied with by Crane Harbor under this Agreement or (B) the Sponsor having not performed and complied in all material respects with the covenants and agreements required to be performed by or complied with by the Sponsor under the Sponsor Letter Agreement, or (ii) the Crane Harbor Shareholder Approval having not been obtained), the Parties agree:

(a) to take all actions reasonably required, and execute and deliver all related documentation (which documentation shall, in all material respects, be consistent with the terms and conditions of this Agreement (except that it will not include as a condition to closing the condition contemplated by Section 7.1(b)) and shall not impose any Liability on any securityholder of the Company in addition to those imposed under any Ancillary Document to which such securityholder is a party had the Transactions been completed other than pursuant to this Article 9) as may be mutually agreed by the Parties, each acting reasonably, in order to complete the Transactions by way of merger, amalgamation, share exchange or other form of transaction or series of transactions with Crane Harbor, the Company and the Company’s securityholders in respect of which the Supporting Company Shareholders exercise the drag-along right set out under Section 5 of the Fourth Amended and Restated Voting Agreement, by and among the Company and the Shareholders (as defined therein), dated as of April 20, 2022, in accordance with the Transaction Support Agreements; and

(b) notwithstanding Section 9.1(a), no Party shall be required to comply with Section 9.1(a) if such Party in good faith, and after consultation with the other Parties, determines that such compliance would result in a material adverse Tax treatment, with respect to the Company, to the Company Shareholders (in their capacity as such) and with respect to the other Parties hereto, to each such Party’s direct or indirect owners, in each case, as compared to the Tax treatment that is expected to result from the Transactions contemplated in this Agreement (other than under Section 9.1(a)).

ARTICLE 10

MISCELLANEOUS

Section 10.1 Non-Survival. The representations, warranties, agreements and covenants in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement shall terminate at the Closing, except for (a) those covenants and agreements that by their terms expressly contemplate performance in whole or in part after the Closing and (b) this Article 10 and any corresponding definitions set forth in Article 1, in each case of (a) and (b), which shall survive the Closing.

Section 10.2 Acknowledgements.

(a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective, stockholders, shareholders, partners, members and Representatives) that: (i) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Party (and its Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Party (and its Subsidiaries) for purposes of conducting such investigation; (ii) the representations and warranties set forth in Article 3 (the “Company Representations”) constitute the sole and exclusive representations and warranties of the Company (and its Subsidiaries) in connection with the Transactions; (iii) the representations and warranties set forth in Article 4 (the “Newco Representations”) constitute the sole and exclusive representations and warranties of Newco in connection with the Transactions (iv) the representations and warranties set forth in Article 5 (the “Crane Harbor Representations”) constitute the sole and exclusive representations and warranties of Crane Harbor (and its Subsidiaries); (v) except for the Company Representations by the Company, the Newco Representations by Newco, and the Crane Harbor Representations by Crane Harbor, no Party or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of such Party or its Subsidiaries or the transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (x) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to either Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of either Party (or either Party’s Subsidiaries), and (y) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of either Party (or its Subsidiaries), or the quality, quantity or condition of either Party’s or its Subsidiaries’ assets) are specifically disclaimed by the Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of either Party or its Subsidiaries); (vi) Representatives of Crane Harbor, Newco or the Company have not made, and are not making, any representation or warranty whatsoever to either Party or its Affiliates and shall not be liable in respect of the accuracy or completeness of any information provided to either Party or its Affiliates; and (vii) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the Company Representations by the Company, the Newco Representations by Newco and the Crane Harbor Representations by Crane Harbor. The foregoing does not limit any rights of any Party pursuant to any other Ancillary Document against any other Party pursuant to such Ancillary Document to which it is a party or an express third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, Crane Harbor understands and agrees that any assets, properties and business of the Newco, the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except for (x) the Newco Representations by Newco and (y) the Company Representations by the Company, or as provided in any certificate delivered in accordance with Section 7.2(e)(i), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 10.2 shall relieve either Party of liability in the case of actual and intentional fraud committed by such Party.

(b) Effective upon Closing, except with respect to those covenants and agreements contained herein that by their terms expressly apply at or after the Closing, each of the Parties waives, on its own behalf and on behalf of its respective Affiliates and Representatives, to the fullest extent permitted under applicable Law, any and all rights, actions and causes of action it may have against the other Party or their respective Subsidiaries and any of their respective current or former Affiliates or Representatives relating to the operation of any Party or its Subsidiaries or their respective businesses or relating to the subject matter of this Agreement, the Schedules, or the Exhibits to this Agreement, whether arising under or based upon any federal, state, local or foreign statute, Law, ordinance, rule or regulation or otherwise. Each Party acknowledges and agrees that it will not assert, institute or maintain any Proceeding, suit, investigation, or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal or equitable theory under which such liability or obligation may be sought to be imposed, that makes any claim contrary to the agreements and covenants set forth in this Section 10.2. Notwithstanding anything herein to the contrary, nothing in this Section 10.2(b) shall preclude either Party from seeking any remedy for actual and intentional fraud by a Party solely and exclusively with respect to the making of any representation or warranty by it in Article 3 or Article 5 (as applicable). Each Party shall have the right to enforce this Section 10.2 on behalf of any Person that would be benefitted or protected by this Section 10.2 if they were a party hereto. The foregoing agreements, acknowledgements, disclaimers and waivers are irrevocable. For the avoidance of doubt, nothing in this Section 10.2 shall limit, modify, restrict or operate as a waiver with respect to, any rights any Party may have under any written agreement entered into in connection with the transactions that are contemplated by this Agreement, including any other Ancillary Document.

Section 10.3 Entire Agreement; Assignment. This Agreement (together with the Ancillary Documents including any exhibits and schedules attached hereto or thereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement may not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Party. Any attempted assignment of this Agreement not in accordance with the terms of this Section 10.3 shall be void.

Section 10.4 Amendment. This Agreement may be amended or modified only by a written agreement executed and delivered by the Parties. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 10.4 shall be void, ab initio.

Section 10.5 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the respective Parties at the following addresses:

c/o Crane Harbor Acquisition Corp.
1845 Walnut Street, Suite 1111
Philadelphia, PA 19103
Attention: William Fradin, President and CEO
E-mail: fradin@hepcollc.com

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

Winston & Strawn LLP
800 Capitol Street, Suite 2400
Attention: Michael J. Blankenship
Email: mblankenship@winston.com

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

Bennett Jones LLP
4500 Bankers Hall East, 855 2nd Street SW
Calgary, AB
Canada T2P 4K7
Attn: Harinder Basra
Email: basrah@bennettjones.com

If to the Company or Newco, to:

Xanadu Quantum Technologies Inc.
777 Bay Street, Suite 2902
Toronto, Ontario M5G 2C8
Attn: Christian Weedbrook
Email: christian@xanadu.ai

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

Osler, Hoskin & Harcourt LLP 100 King Street West Suite 6200 Toronto, Ontario M5X 1B8 Attn: Chad Bayne; James R. Brown; or to such other address as the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

Email: cbayne@osler.com; jbrown@osler.com

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

Cooley LLP
3 Embarcadero Center
20th Floor
San Francisco, CA 94111-4004
Attn: Kevin Rooney; Garth Osterman; Kristin VanderPas; Peter Byrne
Email: krooney@cooley.com; gosterman@cooley.com; kvanderpas@cooley.com; pbyrne@cooley.com

Section 10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts executed in and to be performed in that State, except to the extent mandatorily governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, including the provisions relating to the Arrangement and the Plan of Arrangement (except that the Cayman Islands Act shall also apply to the Crane Harbor Continuance).

Section 10.7 Fees and Expenses. Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement, the Ancillary Documents and the Transactions, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses; provided that, for the avoidance of doubt, (a) if this Agreement is terminated in accordance with its terms, the Company shall pay, or cause to be paid, all Unpaid Company Expenses and Crane Harbor shall pay, or cause to be paid, all Unpaid Crane Harbor Expenses and (b) if the Closing occurs, Newco shall pay, or cause to be paid, all Unpaid Crane Harbor Expenses and all Unpaid Company Expenses.

Section 10.8 Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set forth in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No Party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and Exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) unless otherwise indicated, references to “$” or “dollar” or “US$” shall be references to United States dollars; (f) the word “or” is disjunctive but not necessarily exclusive; (g) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Crane Harbor, any documents or other materials posted to the electronic data room located at www.docsend.com under the name “Crane Harbor <> Xanadu” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Section 10.9 Exhibits and Schedules. All Exhibits and Schedules, or documents expressly incorporated into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. The Schedules shall be arranged in sections and subsections corresponding to the numbered and lettered Sections and subsections set forth in this Agreement. Any item disclosed in the Company Disclosure Schedules or in the Crane Harbor Disclosure Schedules corresponding to any Section or subsection of Article 3 (in the case of the Company Disclosure Schedules) or Article 5 (in the case of the Crane Harbor Disclosure Schedules) shall be deemed to have been disclosed with respect to every other section and subsection of Article 3 (in the case of the Company Disclosure Schedules) or Article 5 (in the case of the Crane Harbor Disclosure Schedules), as applicable, where the relevance of such disclosure to such other Section or subsection is reasonably apparent on the face of the disclosure. The information and disclosures set forth in the Schedules that correspond to the section or subsections of Article 3, Article 4, or Article 5 may not be limited to matters required to be disclosed in the Schedules, and any such additional information or disclosure is for informational purposes only and does not necessarily include other matters of a similar nature.

Section 10.10 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors and permitted assigns and, except as provided in Section 6.13, Section 6.14 and the subsequent sentence of this Section 10.10, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. Each of the Non-Party Affiliates shall be an express third-party beneficiary of Section 10.14 and this Section 10.10 (to the extent related to the foregoing).

Section 10.11 Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 10.12 Counterparts; Electronic Signatures. This Agreement and each Ancillary Document (including any of the closing deliverables contemplated hereby) may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Document (including any of the closing deliverables contemplated hereby) by e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement or any such Ancillary Document.

Section 10.13 Knowledge of Company; Knowledge of Crane Harbor.

(a) For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge after reasonable inquiry of the individuals set forth on Section 10.13(a) of the Company Disclosure Schedules.

(b) For all purposes of this Agreement, the phrase “to Crane Harbor’s knowledge” and “to the knowledge of Crane Harbor” and any derivations thereof shall mean as of the applicable date, the actual knowledge after reasonable inquiry of the individuals set forth on Section 10.13(b) of the Crane Harbor Disclosure Schedules.

For the avoidance of doubt, none of the individuals set forth on Section 10.13(a) of the Company Disclosure Schedules, or Section 10.13(b) of the Crane Harbor Disclosure Schedules shall have any personal Liability or obligations regarding such knowledge.

Section 10.14 No Recourse. This Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and none of the Representatives of Crane Harbor (including the Sponsor), Newco or the Company (including directors, officers, employees and shareholders) shall have any Liability arising out of or relating to this Agreement or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein.

Section 10.15 Extension; Waiver. At any time prior to the Closing (and in the case of Crane Harbor, prior to receipt of the Crane Harbor Shareholder Approval), (a) the Company may (i) extend the time for the performance of any of the obligations or other acts of Crane Harbor set forth herein, (ii) waive any inaccuracies in the representations and warranties of Crane Harbor set forth herein or in any document delivered by Crane Harbor or (iii) waive compliance by Crane Harbor with any of the agreements or conditions set forth herein and (b) Crane Harbor may (i) extend the time for the performance of any of the obligations or other acts of the Company or Newco set forth herein, (ii) waive any inaccuracies in the representations and warranties of the Company or Newco set forth herein or in any document delivered by the Company or Newco or (iii) waive compliance by the Company or Newco with any of the agreements or conditions set forth herein. Any such extension or waiver shall be valid if set forth in a written instrument signed by the Party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of such rights.

Section 10.16 WAIVER OF JURY TRIAL.

THE PARTIES EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY DOCUMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR THERETO OR ANY FINANCING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.16.

Section 10.17 Submission to Jurisdiction. Except as it relates to the Arrangement and the Plan of Arrangement, each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any other state or federal court located in the State of Delaware), for the purposes of any Proceeding (a) arising under this Agreement or under any Ancillary Document or (b) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any Ancillary Document or any of the transactions contemplated hereby or any of the transactions contemplated thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Proceeding against such Party (i) arising under this Agreement or under any Ancillary Document or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any Ancillary Document or any of the transactions contemplated hereby, (A) any claim that such Party is not personally subject to the jurisdiction of the courts as described in this Section 10.17 for any reason, (B) that such Party or such Party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Proceeding in any such court is brought against such Party in an inconvenient forum, (y) the venue of such Proceeding against such Party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against such Party in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail or internationally recognized courier service to such party’s respective address set forth in Section 10.5 shall be effective service of process for any such Proceeding.

Section 10.18 Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 10.19 Trust Account Waiver. Reference is made to the final prospectus of Crane Harbor, filed with the SEC (File No. 333-284852) on April 25, 2025 (the “Prospectus”). The Company and Newco acknowledge and agree and understand that Crane Harbor has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Crane Harbor’s public shareholders (including overallotment shares acquired by Crane Harbor’s underwriters, the “Public Shareholders”), and Crane Harbor may disburse monies from the Trust Account only in the express circumstances described in the Prospectus. For and in consideration of Crane Harbor entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Newco hereby agrees on behalf of itself and its Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Company and Newco, nor any of its Representatives does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Crane Harbor or any of its Representatives, on the one hand, and, the Company, Newco or any of its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). The Company and Newco, each on its own behalf and on behalf of its controlled Affiliates and Representatives, as applicable, hereby irrevocably waives any Trust Account Released Claims that it or any of its Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with Crane Harbor or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with Crane Harbor or its Affiliates).

* * * * * [Signature Page to Business Combination Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Business Combination Agreement to be duly executed on its behalf as of the day and year first above written.

EXHIBIT A

XANADU QUANTUM TECHNOLOGIES INC.
(the “Corporation”)

RESOLUTIONS OF THE SHAREHOLDERS AND PREFERRED MAJORITY CONSENT

RECITALS:

Arrangement

Preferred Majority Consent

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

PREFERRED MAJORITY CONSENT:

GENERAL:

EXHIBIT B

PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE
BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1
INTERPRETATION

“Affected Securities” means, collectively, the Company Affected Securities and the Crane Harbor Affected Securities;

“Affected Securityholders” means, collectively, the Company Affected Securityholders and the Crane Harbor Affected Securityholders;

“Arrangement” means the arrangement under Section 182 of the OBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Business Combination Agreement or Article 7 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company, Newco and Crane Harbor, each acting reasonably;

“Arrangement Effective Time” means 12:01 A.M. (Toronto time) on the Effective Date or such other time as the Company, Newco and Crane Harbor may agree upon in writing;

“Articles of Arrangement” means, collectively, the Company Articles of Arrangement and the Crane Harbor Articles of Arrangement;

“Business Combination Agreement” means the business combination agreement made as of November 3, 2025 by and among the Company, Newco and Crane Harbor, including all exhibits and schedules annexed thereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York and Toronto, Ontario are open for the general transaction of business;

“Certificates of Arrangement” means, collectively, the Company Certificate of Arrangement and Crane Harbor Certificate of Arrangement;

“Company” means Xanadu Quantum Technologies Inc., a corporation continued under the OBCA;

“Company 2017 Equity Incentive Plan” means the 2017 Equity Incentive Plan of the Company, dated as of October 30, 2017, as amended from time to time;

“Company 2018 Equity Incentive Plan” means the 2018 Equity Incentive Plan of the Company, dated as of April 6, 2018, as amended from time to time;

“Company Affected Securities” means, collectively, the Company Shares, the Company Warrants and the Company Options;

“Company Affected Securityholders” means, collectively, the Company Shareholders, the Company Warrant Holders and the Company Optionholders;

“Company Arrangement Resolution” means the special resolution of the Company Shareholders approving the Plan of Arrangement which is to be considered at the Company Meeting or otherwise approved in writing by the requisite threshold; “Company Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement required under subsection 183(1) of the OBCA to be sent to the Director after the Final Order has been granted;

“Company Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Company Articles of Arrangement, giving effect to the Arrangement;

“Company Common Shareholders” means, at any time, the holders of Company Common Shares issued and outstanding at such time and “Company Common Shareholder” means any one of them;

“Company Common Shares” means, collectively, the Company Voting Common Shares and the Company Non-Voting Common Shares;

“Company Fully Diluted Shares” means the sum of (without duplication) (A) the aggregate number of Company Shares issued and outstanding immediately prior to the Arrangement Effective Time, including the aggregate Company Common Shares issuable upon conversion of any issued and outstanding Company Preferred Shares based on the then applicable conversion ratio; (B) the aggregate number of Company Common Shares issuable upon exercise or settlement of all issued and outstanding Company Options (whether vested or unvested, including Company Options exercised or settled prior to or in connection with the closing of the Arrangement; and (C) the aggregate number of Company Shares issuable upon the exercise of the Company Warrants;

“Company Meeting” means, if applicable, the special meeting of the Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Business Combination Agreement, which may be called and held in accordance with the Interim Order for the purpose of, among other things, considering and, if thought fit, approving the Company Arrangement Resolution or written resolution signed by the requisite threshold of Company Shareholders approving the Company Arrangement Resolution;

“Company Non-Voting Common Shareholders” means, at any time, the holders of Company Non-Voting Common Shares outstanding at such time and “Company Non-Voting Common Shareholder” means any one of them;

“Company Non-Voting Common Shares” means the series of Common Shares in the capital of the Company designated as Non-Voting Common Shares;

“Company Non-Voting Options” means the outstanding options (whether vested or unvested) to purchase Company Non-Voting Common Shares granted pursuant to a Company Plan;

“Company Optionholders” means, at any time, the holders of Company Options and “Company Optionholder” means any one of them;

“Company Options” means Company Non-Voting Options and Company Voting Options;

“Company Plans” means, collectively, the Company 2017 Equity Incentive Plan and the Company 2018 Equity Incentive Plan, and “Company Plan” means any one of them;

“Company Preferred Shareholders” means, at any time, the holders of Company Preferred Shares issued and outstanding at such time and “Company Preferred Shareholder” means any one of them;

“Company Preferred Shares” means the Preferred Shares in the capital of the Company, issuable in series, of which the first series is designated as “Series 1 Seed Preferred Shares”, the second series is designated as “Series 2 Seed Preferred Shares”, the third series is designated as “Series 3 Seed Preferred Shares”, the fourth series is designated as “Series A Preferred Shares”, the fifth series is designated as “Series B Preferred Shares” and the sixth series is designated as “Series C Preferred Shares”; “Company Shareholder Consideration” means the Newco Multiple Voting Shares and Newco Subordinate Voting Shares to be issued to Company Common Shareholders pursuant to the Arrangement and in accordance with and subject to the terms of this Plan of Arrangement;

“Company Shareholders” means, at any time, the holders of Company Common Shares, Company Preferred Shares or both, in each case issued and outstanding at such time and “Company Shareholder” means any one of them;

“Company Shares” means, collectively, the Company Common Shares and the Company Preferred Shares;

“Company Transmittal Letter” means the letter of transmittal to be provided by the Company to the Company Shareholders to provide a means for the delivery of any certificates representing Company Shares to the Exchange Agent and for instructions to be given by such Company Shareholder to the Exchange Agent for the delivery of the Company Shareholder Consideration;

“Company Voting Common Shareholders” means, at any time, the holders of Company Voting Common Shares outstanding at such time and “Company Voting Common Shareholder” means any one of them;

“Company Voting Common Shares” means the series of Common Shares in the capital of the Company designated as Voting Common Shares;

“Company Voting Options” means the outstanding options (whether vested or unvested) to purchase Company Voting Common Shares granted pursuant to a Company Plan;

“Company Warrant Holders” means, at any time, the holders of Company Warrants outstanding at such time and “Company Warrant Holder” means any one of them;

“Company Warrants” means, collectively, the SFTrust Warrants and the RBC Warrant;

“Court” means the Ontario Superior Court of Justice (Commercial List);

“Crane Harbor” means Crane Harbor Acquisition Corp. a corporation continued under the OBCA;

“Crane Harbor Affected Securities” means, collectively, the Crane Harbor Shares and the Crane Harbor Share Rights;

“Crane Harbor Affected Securityholders” means, collectively, the Crane Harbor Shareholders and the Crane Harbor Share Rights Holders;

“Crane Harbor Articles of Arrangement” means the articles of arrangement of Crane Harbor in respect of the Arrangement required under subsection 183(1) of the OBCA to be sent to the Director after the Final Order has been granted;

“Crane Harbor Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Crane Harbor Articles of Arrangement, giving effect to the Arrangement;

“Crane Harbor Class A Shares” means Crane Harbor’s Class A ordinary shares, $0.0001 par value;

“Crane Harbor Class B Shares” means Crane Harbor’s Class B ordinary shares, $0.0001 par value;

“Crane Harbor Consideration” means the Newco Subordinate Voting Shares to be issued to Crane Harbor Affected Securityholders pursuant to the Arrangement and in accordance with and subject to the terms of this Plan of Arrangement;

“Crane Harbor Share Rights” means outstanding rights issued by Crane Harbor to purchase Crane Harbor Class A Shares; “Crane Harbor Share Rights Holders” means, at any time, the holders of Crane Harbor Share Rights issued and outstanding at such time and “Crane Harbor Share Rights Holder” means any one of them;

“Crane Harbor Shareholders” means, at any time, the holders of Crane Harbor Shares issued and outstanding at such time and “Crane Harbor Shareholder” means any one of them;

“Crane Harbor Shareholders Meeting” means the special meeting of the Crane Harbor Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Business Combination Agreement, which may be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Plan of Arrangement;

“Crane Harbor Shares” means, collectively, the Crane Harbor Class A Shares and the Crane Harbor Class B Shares;

“Crane Harbor Transmittal Letter” means the letter of transmittal to be provided by Crane Harbor to the Crane Harbor Affected Securityholders to provide a means for the delivery of any certificates representing Crane Harbor Shares or Crane Harbor Share Rights, as applicable, to the Exchange Agent and for instructions to be given by such Crane Harbor Affected Securityholders to the Exchange Agent for the delivery of the Crane Harbor Consideration;

“Director” means the Director duly appointed under Section 278 of the OBCA;

“Dissent Rights” means the dissent rights in respect of the Arrangement described in Section 6.1;

“Dissenting Shareholder” means a registered holder of Company Common Shares or Company Preferred Shares who has validly exercised his, her or its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Common Shares and/or Company Preferred Shares in respect of which Dissent Rights are validly exercised by such registered holder of Company Common Shares or Company Preferred Shares;

“Effective Date” means the date shown on the Certificates of Arrangement upon which, the Arrangement becomes effective;

“Encumbrance” means any mortgage, pledge, assignment, charge, lien, security interest, adverse interest in property, other third-party interest or encumbrance of any kind whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

“Exchange Agent” means the Person appointed by Newco in accordance with the terms of the Business Combination Agreement;

“Exchange Ratio” means the quotient obtained by dividing (i) $3,000,000,000 by (ii) $10, and then dividing that result by (iii) the aggregate number of Company Fully Diluted Shares;

“Final Order” means the final order of the Court approving the Arrangement pursuant to subsection 182(5)(f) of the OBCA, as such order may be affirmed, amended or modified by any court of competent jurisdiction or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal;

“Governmental Entity” means any United States, Canadian or other (a) federal, state, provincial, territorial, local, municipal or other government, (b) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal) or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal (public or private), self-regulatory organization or stock exchange; “holder”, when used with reference to any securities of the Company, means the holder of such securities shown from time to time in the central securities register maintained by or on behalf of Company in respect of such securities;

“Interim Order” means the interim order of the Court contemplated by Section 2.2 of the Business Combination Agreement and made pursuant to Section 182(5) of the OBCA, in a form acceptable to each of the Company, Newco and Crane Harbor (each acting reasonably), as the same may be amended by the Court with the consent of the Company, Newco and Crane Harbor, each acting reasonably;

“Investors Rights Agreement” means the Fourth Amended and Restated Investors’ Rights Agreement, by and among the Company, the Founder (as defined therein) and the Investors (as defined therein), dated as of April 20, 2022, as amended, restated or replaced from time to time;

“Newco” means Xanadu Quantum Technologies Limited, a corporation incorporated under the laws of the Province of Ontario;

“Newco Arrangement MVS Option” has the meaning ascribed thereto in Section 3.1(f)(i) of this Plan of Arrangement;

“Newco Arrangement MVS Warrant” has the meaning ascribed thereto in Section 3.1(g)(i) of this Plan of Arrangement;

“Newco Arrangement Option” means any Newco Arrangement MVS Option or Newco Arrangement SVS Option;

“Newco Arrangement SVS Option” has the meaning ascribed thereto in Section 3.1(f)(i) of this Plan of Arrangement;

“Newco Arrangement SVS Warrant” has the meaning ascribed thereto in Section 3.1(g)(i) of this Plan of Arrangement;

“Newco Arrangement Warrant” means any Newco Arrangement MVS Warrant or Newco Arrangement SVS Warrant;

“Newco Multiple Voting Shares” means the Multiple Voting Shares in the capital of Newco;

“Newco Subordinate Voting Shares” means the Subordinate Voting Shares in the capital of Newco;

“OBCA” means the Business Corporations Act (Ontario) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

“Plan of Arrangement” means this plan of arrangement and any amendments, supplements, modifications or variations hereto made in accordance with this Plan of Arrangement, the applicable provisions of the Business Combination Agreement, or upon the direction of the Court in the Final Order with the consent of the Company, Newco and Crane Harbor, such consent not to be unreasonably withheld, conditioned or delayed;

“Plan of Arrangement Proposal” has the meaning ascribed thereto in Section 7.1 of this Plan of Arrangement;

“RBC Warrant” means the warrants to purchase Company Non-Voting Common Shares evidenced by the warrant certificate issued by the Company in favour of Royal Bank of Canada, dated as of May 23, 2023; “Right of First Refusal and Co-Sale Agreement” means the Fourth Amended and Restated First Refusal and Co-Sale Agreement, by and among the Company and the Shareholders (as defined therein), dated as of April 20, 2022, as amended, restated or replaced from time to time;

“SFTrust Warrants” means, collectively, (i) the warrants to purchase Company Voting Common Shares evidenced by the warrant certificate issued by the Company in favour of SFTrust Holdings, LLC dated as of January 15, 2018; (ii) the warrants to purchase Company Voting Common Shares evidenced by the warrant certificate issued by the Company in favour of SFTrust Holdings, LLC dated as of July 8, 2019; and (iii) the warrants to purchase Company Voting Common Shares evidenced by the warrant certificate issued by the Company in favour of SFTrust Holdings, LLC dated as of October 21, 2021;

“Shareholders Agreements” means, collectively, the Investors Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement;

“Subscription Agreement” means the subscription agreement entered into between certain investors and Newco;

“Tax” means (a) any U.S., Canadian or other non-U.S. federal, state, local, provincial or territorial income, gross receipts, franchise, estimated, alternative minimum, sales, use, transfer, value added, excise, stamp, customs, duties, ad valorem, real property, personal property (tangible and intangible), capital stock, social security, unemployment, payroll, wage, employment, severance, occupation, registration, environmental, communication, mortgage, profits, license, lease, service, GST/HST, withholding, premium, unclaimed property, escheat, turnover, windfall profits or other taxes, duties, fees, charges, imposts, or assessments of any kind whatever, whether computed on a separate or combined, unitary or consolidated basis or in any other manner, together with any interest, deficiencies, penalties, additions to tax, instalments of tax, or additional amounts imposed by any Governmental Entity with respect thereto, whether disputed or not, and (b) any liability for any amounts of the type described in clause (a) of another Person by operation of law (including under Treasury Regulations Section 1.1502-6 or analogous U.S. state or local or non-U.S. law), as a transferee or successor, or as a result of any Tax sharing, indemnification or similar agreement;

“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time; and

“Voting Agreement” the Fourth Amended and Restated Voting Agreement, by and among the Company and the Shareholders (as defined therein), dated as of April 20, 2022, as amended, restated or replaced from time to time.

ARTICLE 2
BUSINESS COMBINATION AGREEMENT

ARTICLE 3
ARRANGEMENT

(B) each Company Non-Voting Option outstanding immediately prior to the Arrangement Effective Time (whether vested or unvested and notwithstanding the terms of any Company Plan) will be exchanged for an option to purchase Newco Subordinate Voting Shares (each, a “Newco Arrangement SVS Option”). The Newco Arrangement SVS Option issued in exchange for such Company Non-Voting Option may be exercised solely for Newco Subordinate Voting Shares. The number of Newco Subordinate Voting Shares subject to the Newco Arrangement SVS Option will be equal to the product (rounded down to the nearest whole number on a per Company Non-Voting Option basis) of (x) the number of Company Non-Voting Common Shares subject to such Company Non-Voting Option immediately prior to the exchange herein and (y) the Exchange Ratio. The per share exercise price for the Newco Subordinate Voting Shares issuable upon exercise of such Newco Arrangement SVS Option will be equal to the quotient obtained by dividing (1) the exercise price per Company Non-Voting Common Share of such Company Non-Voting Option immediately prior to the exchange herein by (2) the Exchange Ratio, converting the resulting amount to its U.S. dollar equivalent based on the C$:US$ Bank of Canada daily exchange rate as of the Business Day immediately prior to the Arrangement Effective Time, and rounding the resulting exercise price up to the nearest whole cent;

(C) it is intended that the provisions of subsection 7(1.4) of the Tax Act (and any corresponding provision of provincial or territorial tax legislation) apply to the exchange of Company Options for Newco Arrangement Options described in Section 3.1(f)(i). Notwithstanding Section 3.1(f)(i), if it is determined in good faith that the excess of the aggregate fair market value of the Newco Multiple Voting Shares or the Newco Subordinate Voting Shares, as applicable, subject to a Newco Arrangement Option immediately after the exchange herein over the aggregate option exercise price for such shares pursuant to the Newco Arrangement Option (such excess referred to herein as the “In the Money Amount” of the Newco Arrangement Option) would otherwise exceed the excess of the aggregate fair market value of the Company Common Shares subject to the Company Option in exchange for which the Newco Arrangement Option was issued immediately before the exchange herein over the aggregate option exercise price for such shares pursuant to the Company Option (such excess referred to as the “In the Money Amount” of the Company Option), the exercise price under the Newco Arrangement Option will be increased (and will be deemed always to have been increased), only to the extent necessary, so that the In the Money Amount of the Newco Arrangement Option does not exceed the In the Money Amount of the Company Option in accordance with subsection 7(1.4) of the Tax Act; and (D) except as specifically provided above, following such time, each Newco Arrangement Option will, mutatis mutandis, continue to be governed by the terms of the applicable Company Plan and the terms of the stock option agreement by which the exchanged Company Option is evidenced, any restriction on the exercise of any Company Option so exchanged will continue in full force and effect and the term, exercisability, vesting schedule and other provisions that applied to the exchanged Company Option will otherwise remain unchanged as a result of the exchange of such Company Option; provided however that (x) Newco’s board of directors or a committee thereof will succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Newco Arrangement Option; and (y) each Newco Arrangement Option will be subject to administrative procedures consistent with those in effect under Newco’s equity compensation plan; and

(B) the RBC Warrant outstanding immediately prior to the Arrangement Effective Time will be exchanged for a warrant to purchase Newco Subordinate Voting Shares (the “Newco Arrangement SVS Warrant”). The Newco Arrangement SVS Warrant issued in exchange for the RBC Warrant may be exercised solely for Newco Subordinate Voting Shares. The number of Newco Subordinate Voting Shares subject to the Newco Arrangement SVS Warrant will be equal to the product (rounded down to the nearest whole number on a per RBC Warrant basis) of (x) the number of Company Non-Voting Common Shares subject to such RBC Warrant immediately prior to the exchange herein, and (y) the Exchange Ratio. The per share purchase price for the Newco Subordinate Voting Shares issuable upon exercise of such Newco Arrangement SVS Warrant will be equal to the quotient obtained by dividing (1) the purchase price per Company Non-Voting Common Share of such RBC Warrant immediately prior to the exchange herein by (2) the Exchange Ratio, converting the resulting amount to its U.S. dollar equivalent based on the C$:US$ Bank of Canada daily exchange rate as of the Business Day immediately prior to the Arrangement Effective Time, and rounding the resulting purchase price up to the nearest whole cent;

The transactions provided for in this Section 3.1 will be deemed to occur on the Effective Date notwithstanding that certain of the procedures related hereto are not completed until after the Effective Date (and provided that none of the foregoing will occur or will be deemed to occur unless all of the foregoing occur and, if they occur, all of the foregoing will be deemed to occur without further act or formality). All Company Voting Common Shares, Newco Multiple Voting Shares and Newco Subordinate Voting Shares issued pursuant to Section 3.1 shall be deemed to be duly authorized and validly issued as fully paid and non- assessable.

ARTICLE 4
CERTIFICATES AND PAYMENTS

ARTICLE 5
EFFECT OF THE ARRANGEMENT; WITHHOLDINGS; TAX ELECTION

ARTICLE 6
DISSENT RIGHTS

ARTICLE 7
AMENDMENTS

ARTICLE 8
FURTHER ASSURANCES

EXHIBIT C

FORM OF INDIVIDUAL SUBSCRIPTION AGREEMENT

November 3, 2025

Xanadu Quantum Technologies Limited
777 Bay Street, Suite 2902

Toronto, Ontario M5G 2C8

Ladies and Gentlemen:

In connection with the proposed business combination (the “Transaction”) among Crane Harbor Acquisition Corp., a Cayman Islands exempted company (“Crane Harbor”), Xanadu Quantum Technologies Limited, a company incorporated under the Business Corporations Act (Ontario) (“Newco” or the “Company”), and Xanadu Quantum Technologies, Inc., a corporation continued under the Business Corporations Act (Ontario) (the “Target”), in connection with that certain Business Combination Agreement by and among Crane Harbor, Newco and the Target, dated as of November 3, 2025 (as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), Newco is seeking commitments to purchase subordinate voting shares of Newco (the “Subordinate Voting Shares”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by Newco prior to or concurrently with the closing of the Transaction (the “Offering”) in accordance with the terms of the Transaction Agreement. In connection with the consummation of the transactions contemplated by the Transaction Agreement (the “Transaction Closing”), in accordance with the Transaction Agreement, among other matters, (i) Crane Harbor will be continued to the Province of Ontario, Canada and domesticate as an Ontario company existing under the Business Corporations Act (Ontario); (ii) Newco will acquire all of the outstanding shares of Crane Harbor and the Target and, as a result, each issued and outstanding share of Crane Harbor and the Target shall be exchanged for shares of Newco, resulting in Crane Harbor and the Target becoming wholly-owned subsidiaries of Newco; and (iii) the Subordinate Voting Shares of Newco will be listed for trading on each of the Nasdaq Global Market (“Nasdaq”) and the Toronto Stock Exchange. In connection with the Transaction, and in consideration of the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned subscriber (“Subscriber”), and Newco agree in this subscription agreement (this “Subscription Agreement”) as follows:

(a) Subscriber hereby irrevocably subscribes for and agrees to purchase from Newco, and Newco agrees to issue and sell to Subscriber upon payment of the Purchase Price, such number of Subordinate Voting Shares as is set forth on the signature page of this Subscription Agreement (the “Shares”) at the Purchase Price per Share and on the terms and subject to the conditions provided for herein. Subscriber acknowledges and agrees that Newco reserves the right to accept or reject the Subscriber’s subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance by Newco, and the same shall be deemed to be accepted by Newco only when this Subscription Agreement is signed by a duly authorized person by or on behalf of Newco. If this Subscription Agreement is rejected in whole, the Subscriber and each beneficial purchaser, if any, for whom the Subscriber is acting as agent or trustee, understands that any funds, certified cheques, or bank drafts delivered by the Subscriber representing the Purchase Price for the Shares will be promptly returned to the Subscriber without deduction. If this Subscription Agreement is accepted only in part, the Subscriber understands that a cheque representing the portion of the Purchase Price for that portion of its subscription for Shares that is not accepted will be promptly delivered to the Subscriber without deduction.

(a) The closing of the issuance and sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Transaction Closing. The Closing shall occur on the date of the Transaction Closing, at the time set forth in the plan of arrangement for the Transaction included as Exhibit B in the Transaction Agreement.

(b) Newco shall provide written notice (via email) to Subscriber (the “Closing Notice”) that Newco reasonably expects the Transaction Closing to occur on a date specified in the Closing Notice (the “Scheduled Closing Date”) that is not less than seven business days after the date of the Closing Notice, which Closing Notice shall contain Newco’s wire instructions for an escrow account (the “Escrow Account”) established by Newco with a third party escrow agent (the “Escrow Agent”) to be identified in the Closing Notice. At least two business days prior to the Scheduled Closing Date (unless otherwise agreed to in writing by Newco), Subscriber shall deliver to the Escrow Account the aggregate Purchase Price for the Shares subscribed (the “Aggregate Purchase Price”) by wire transfer of United States dollars in immediately available funds. The wire transfer shall identify Subscriber, and unless otherwise agreed by Newco and the Escrow Agent, the funds shall be wired from an account in Subscriber’s name. Upon the Closing, Newco shall provide instructions to the Escrow Agent to release the funds in the Escrow Account to Newco against the issuance of and delivery to Subscriber of the Shares or as Subscriber may direct, free and clear of any liens or other restrictions whatsoever (other than those arising under (i) state or federal securities laws, (ii) the applicable securities laws in each of the provinces and territories of Canada, and the respective regulations and rules under such laws together with applicable published rules, policy statements, blanket rulings and orders, instruments, rulings and notices of the regulatory authorities in such provinces and territories (“Canadian securities laws”), or (iii) those incurred by Subscriber), in book-entry form as set forth in Section 2(c) below.

(c) Promptly after the Closing, Newco shall deliver (or cause the delivery of) the Shares in book-entry form to Subscriber or as Subscriber may direct with applicable restrictive legends for the number of Shares as set forth on the signature page to Subscriber as indicated on the signature page or to a custodian designated by Subscriber, as applicable, as indicated below.

(d) The failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve any party of any of its obligations hereunder, and any such termination will occur solely pursuant to Section 8 below. If (i) this Subscription Agreement is terminated prior to the Closing or (ii) the Closing Date does not occur within five business days after the Scheduled Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by Newco and Subscriber, and in either case, and any funds have already been sent by Subscriber to the Escrow Account, Newco shall or shall instruct the Escrow Agent to promptly (but not later than, in the case of the preceding clause (i), two business days of such termination or, in the case of the preceding clause (ii), seven business days after the Scheduled Closing Date specified in the Closing Notice), return the funds delivered by Subscriber for payment of the Shares by wire transfer in immediately available funds to the account specified in writing by Subscriber (provided, that the failure of the Closing Date to occur within such five business day period and the return of the relevant funds shall not relieve Subscriber from its obligations under this Subscription Agreement for a subsequently rescheduled Closing Date determined by Newco in good faith).

(e) Newco shall add to the stated capital account maintained for the Subordinate Voting Shares in the capital of Newco, in accordance with the provisions of subsection 24(3) of the Business Corporations Act (Ontario), an amount equal to the full amount of any consideration received by Newco for the Shares (which amount shall not be greater than that permitted to be added pursuant to such Act).

(a) The Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:

(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred and be continuing and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose such restraint or prohibition;

(ii) no governmental authority of competent jurisdiction with respect to the sale of the Shares shall have enacted, rendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and

(iii) all material conditions precedent to the Transaction Closing set forth in the Transaction Agreement shall have been satisfied (as determined in good faith by the parties to the Transaction Agreement) or waived by the parties thereto in accordance with the requirements of the Transaction Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing) and the Transaction Closing shall be scheduled to occur substantially concurrently with or immediately following the Closing (subject to the terms and conditions of Section 2.7 of the Transaction Agreement).

(b) The obligations of Newco to consummate the Closing are also subject to the satisfaction or valid waiver by Newco of the additional conditions that, on the Closing Date:

(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date;

(ii) Subscriber shall have delivered the Purchase Price to the Escrow Agent in compliance with the terms of this Subscription Agreement; and

(iii) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

(c) The obligations of Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by Subscriber of the additional conditions that, on the Closing Date:

(i) all representations and warranties of Newco contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by Newco of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date;

(ii) no amendment, modification or waiver of the Transaction Agreement from and after the date hereof shall have occurred that reasonably would be expected to materially and adversely affect the economic benefits that the Subscriber reasonably would expect to receive under this Subscription Agreement without having received the Subscriber’s prior written consent;

(iii) Newco shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;

(iv) except where the failure to so obtain or make would not prevent Newco from consummating the transactions contemplated hereby, including the issuance and sale of the Shares to the Subscriber, all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including Nasdaq and the Toronto Stock Exchange and any stockholder approval required by applicable rules and regulations of Nasdaq and the Toronto Stock Exchange) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares) required to be made in connection with the issuance and sale of the Shares shall have been obtained or made, except for (i) the filing of a report with the applicable Canadian securities regulators on Form 45- 106F1, prepared and executed in accordance with NI 45-106 (defined below) within 10 days from the date of the distribution of the Shares, accompanied by any applicable prescribed fees; (ii) the filing of a report with the Ontario Securities Commission on Form 72-503F prepared and executed in accordance with OSC Rule 72-503 – Distributions Outside of Canada within 10 days from the date of the distribution of the Shares outside of Canada; and (iii) the delivery of a copy of the investor presentation of Newco (the “Investor Presentation”) and a form of this Agreement to the Ontario Securities Commission within 10 days from the date of distribution of the Shares in the Province of Ontario;

(v) there has not occurred any Material Adverse Effect (as defined in the Transaction Agreement) since the date of this Subscription Agreement that is continuing, which the parties to the Transaction Agreement have not waived; and

(vi) the Subordinate Voting Shares shall have been approved for listing on Nasdaq.

(a) Newco is a corporation, duly organized, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Business Corporations Act (Ontario). Newco has the requisite corporate power and authority to own, lease and operate its properties, if any, and carry on its businesses as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement and the Transaction Agreement, except where the failure to have such power or authority would not have a Material Adverse Effect on Newco.

(b) All corporate action required to be taken by Newco’s board of directors and shareholder(s) in order to authorize Newco to enter into this Subscription Agreement and the Transaction Agreement, and to issue the Shares at the Closing, and as of the Closing, will have been taken by Newco’s board of directors and shareholders. Each of this Subscription Agreement and the Transaction Agreement has been duly authorized, executed and delivered by Newco and is enforceable against Newco in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, (ii) principles of equity, whether considered at law or equity and (iii) except as rights to indemnity and contribution may be limited by applicable law.

(c) Upon Closing, the Shares will have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be free and clear of any liens or other restrictions whatsoever (other than any liens or restrictions created by Subscriber or imposed by applicable securities laws) in accordance with the terms of this Subscription Agreement, and will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under Newco’s organizational documents, applicable law or any contract or agreement to which Newco is a party.

(d) As of the date hereof, Newco’s authorized share capital is an unlimited number of common shares, of which, there is one common share outstanding. Prior to the Closing Date, Newco’s authorized capital will consist of an unlimited number of multiple voting shares, an unlimited number of Subordinate Voting Shares and an unlimited number of preferred shares, issuable in series, of which, prior to consummation of the transactions contemplated by this Subscription Agreement and the Transaction, one multiple voting share will be outstanding. All of Newco’s outstanding shares will, as of the Closing Date, be, duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Business Corporations Act (Ontario), the articles of incorporation, any by-laws, each as may be amended, of Newco or any contract or agreement to which Newco is a party. None of the outstanding Newco shares have been issued in violation of any applicable securities laws. Except as set forth above in this Subscription Agreement, the Transaction Agreement and the other agreements and arrangements referred to therein, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Newco any equity interests in Newco or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, there are no shareholders’ agreements, voting trusts or other agreements or understandings to which Newco is a party or by which it is bound relating to the voting of any securities of Newco other than as contemplated by the Transaction Agreement. There are no securities or instruments issued by or to which Newco, Target or their affiliates is a party containing anti- dilution or similar provisions that will be triggered, and not fully waived by the holder of such securities or instruments pursuant to a written agreement or consent, by the issuance of the Subscribed Shares.

(e) Assuming the accuracy of Subscriber’s representations and warranties in Section 6, the execution, delivery and performance of this Subscription Agreement and the Transaction Agreement and the consummation by Newco of the transactions that are the subject of this Subscription Agreement (including the issuance and sale of the Shares) and the Transaction Agreement in compliance herewith will be done in accordance with the rules of Nasdaq and the Toronto Stock Exchange and none of the foregoing will result in (i) a material breach or material violation of any of the terms or provisions of, or constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Newco or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which Newco or any of its subsidiaries is a party or by which Newco or any of its subsidiaries is bound or to which any of the property or assets of Newco is subject, which would have a Material Adverse Effect on Newco or materially affect the validity of the Shares or the legal authority or ability of Newco to perform in all material respects its obligations under this Subscription Agreement or the Transaction Agreement; (ii) any material violation of the provisions of the organizational documents of Newco; or (iii) any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Newco or any of its properties that would have a Material Adverse Effect on Newco. For purposes of this Subscription Agreement, a “Material Adverse Effect” with respect to any person means any fact, event, occurrence, change or effect that would reasonably be expected to have material adverse effect on the business, properties, financial condition, shareholders’ equity or results of operations of such person.

(f) Newco has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement, including for which Subscriber would be reasonably expected to become liable (it being understood that Subscriber will effectively bear its pro rata share of any such expense indirectly as a result of its investment in Newco).

(g) Newco is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(h) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 6, in connection with the offer, sale and delivery of the Shares in the manner contemplated by this Subscription Agreement, it is not necessary to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The Shares (i) were not offered to Subscriber by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws, or, if applicable, any Canadian securities laws.

(i) At the time of issuance, the Shares will not derive more than 50% of their respective fair market value directly or indirectly from one or any combination of (i) real or immovable property situated in Canada, (ii) Canadian resource properties (as defined in the Income Tax Act (Canada)) (the “ITA”), (iii) timber resource properties as defined in the ITA, or (iv) options in respect of, or interests in, or for civil law rights in, property described in any of preceding clauses (i) to (iii), whether or not the property exists.

(j) On or after the date hereof, Newco, Target or their affiliates may enter into other subscription agreements or similar agreements (collectively, “Other Subscription Agreements”) with any other subscribers (collectively, “Other Subscribers”) for Subordinate Voting Shares (or other securities). Other than the Other Subscription Agreements and the Transaction Agreement, Newco has not entered into any similar agreement with any Other Subscriber in connection with the Offering. The Other Subscription Agreements reflect the same Purchase Price and no Other Subscription Agreement includes terms and conditions that are materially more advantageous to any such Other Subscriber than Subscriber hereunder, unless Subscriber has been offered the substantially similar benefits, and such Other Subscription Agreements have not been amended, modified or waived in any material respect following the date of this Subscription Agreement unless Subscriber has been offered a substantially similar amendment; however, such provision shall not apply with respect to any sale of securities of Newco or securities exchangeable for securities of Newco to a governmental entity in connection with government funding.

(k) Except for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Newco or materially affect the validity of the Shares or the legal authority or ability of Newco to perform in all material respects its obligations under this Subscription Agreement or the Transaction Agreement, as of the date hereof, there is no (i) action, suit, claim or other proceeding by or before any governmental or other regulatory or self-regulatory agency, entity or body with authority or jurisdiction over Newco, pending, or, to the knowledge of Newco, threatened in writing against Newco, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against Newco.

(l) Newco is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement, including the issuance of the Shares (other than (i) filings required by the Securities Act or the rules of the SEC, (ii) filings required by applicable state securities laws or applicable Canadian securities laws, (iii) the filings required in accordance with Section 7, (iv) consents required for the consummation of the Transaction as contemplated by the Transaction Agreement, (v) those required by Nasdaq and the Toronto Stock Exchange, (vi) compliance with and filings pursuant to applicable antitrust or other competition laws, and (vii) pursuant to funding agreements with governmental entities, and (viii) consents or other approvals, waivers or authorizations required for the consummation of the transactions contemplated by this Subscription Agreement that Newco reasonably expects to receive on or prior to the Closing), in each case the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Newco.

(m) Newco understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by Subscriber.

(n) Except for such matters as have not had and would not reasonably be expected to have a Material Adverse Effect on Newco, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator with competent jurisdiction pending, or, to the knowledge of Newco, threatened in writing against Newco, or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator with competent jurisdiction outstanding against Newco.

(o) Neither Newco nor any person acting on their behalf has, directly or indirectly, at any time within the past thirty (30) calendar days, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by Newco as contemplated hereby or the other securities as contemplated by the Other Subscription Agreements or (ii) cause the offering of the Shares pursuant to this Subscription Agreement or the other securities pursuant to the Other Subscription Agreements to be integrated with any prior offerings by Newco for purposes of the Securities Act or, any applicable stockholder approval provisions. Neither Newco nor any person acting on its behalf (other than the Placement Agents (as defined below) and their respective persons acting on their behalf in such capacity), has offered or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably be expected to subject the offer, issuance or sale of the Shares or the other securities, as contemplated pursuant to this Subscription Agreement to the registration provisions of the Securities Act.

(p) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to Newco.

(q) Newco is in compliance with all applicable laws, except where such non-compliance would not be reasonably likely to have a Material Adverse Effect on Newco. Newco has not received any written communication from a governmental authority that alleges that Newco is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Newco.

(r) Upon consummation of the Transaction, the Subordinate Voting Shares will be registered pursuant to Section 12(b) of the Exchange Act and will be listed for trading on Nasdaq and the Toronto Stock Exchange. The Subordinate Voting Shares will be eligible for clearing through The Depository Trust Company, through its Deposit/Withdrawal At Custodian (DWAC) system, and Newco will be eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Subordinate Voting Shares. Newco’s transfer agent will be a participant in DTC’s Fast Automated Securities Transfer Program.

(s) Newco is not, and immediately after receipt of payment for the Securities and the other securities and consummation of the Transaction, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(t) Neither Newco nor any of its controlled affiliates (i) is, or will be at or immediately after the Closing, a person of a country of concern, as such term is defined in 31 C.F.R. § 850.221 (a “Covered Person”), (ii) directly or indirectly hold, or will hold at or immediately after the Closing, a board seat on, a voting or equity interest in, or any contractual power to direct or cause the direction of the management or policies of, any Covered Person, or (iii) is engaged, or has plans to engage, or will be engaged at or immediately after the Closing, directly or indirectly, in a “covered activity,” as such term is defined in 31 C.F.R. § 850.208.

(a) Subscriber is either a U.S. investor, a Canadian investor or non-U.S. investor (including a Canadian investor) as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i), (ii) or (iii) below:

(i) Applicable to U.S. investors: At the time Subscriber was offered the Shares, it was, and as of the date hereof, Subscriber is (x) an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) as indicated in the questionnaire attached as Exhibit A hereto, and (y) is not an underwriter (as defined in Section 2(a)(11) of the Securities Act) and is acquiring the Shares only for its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act.

(ii) Applicable to investors resident in or located in a province of Canada or subject to such securities laws (each, a “Canadian investor”): At the time Subscriber was offered the Shares, it was, and as of the date hereof, Subscriber is and as of the Closing Date, will be (x) an “accredited investor” as defined for the purposes of Section 2.3 of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) or Section 73.3 of the Securities Act (Ontario), as applicable as indicated in the questionnaire attached as Exhibit B hereto, or alternatively, purchasing the Shares in reliance on the “minimum amount exemption” contained in Section 2.10 of NI 45-106 (the “Minimum Amount Exemption”), (y) purchasing (or deemed to be purchasing) the Shares as principal and (z) not created, nor used, solely to purchase or hold securities as an accredited investor described in paragraph (m) of the definition of “accredited investor” in Section 1.1 of NI 45-106 or in order to rely on the Minimum Amount Exemption, as applicable. Each Canadian investor purchasing Shares in reliance on the Minimum Amount Exemption is deemed to have received notice of the legend in Exhibit B hereto.

(iii) Applicable to non-U.S. investors (including Canadian investors): Subscriber acknowledges and agrees that the sale of the Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). Subscriber is not a U.S. Person (as defined in Regulation S), it is acquiring the Shares in an offshore transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the Shares hereunder outside of the United States. Subscriber is not relying on any statements or representations made in connection with the transactions contemplated hereby other than the representations contained in this Subscription Agreement. Subscriber acknowledges and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.

(b) Subscriber acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act or applicable Canadian securities laws and that the Shares delivered at the Closing will not have been registered under the Securities Act or qualified by prospectus under applicable Canadian securities laws. Subscriber acknowledges and agrees that the Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act except (i) to Newco or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Shares delivered at the Closing shall contain a legend or restrictive notation to such effect. Subscriber acknowledges that the Shares will not immediately be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber acknowledges and agrees that the Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber in Canada or to a Canadian investor absent the qualification of such Shares by prospectus or an exemption from, or not being subject to, the prospectus requirements of applicable Canadian securities laws. Subscriber acknowledges and agrees that the Shares, until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. Subscriber acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. If certificates representing the Shares or direct registration statements are issued to Canadian investors, such certificates or statements will bear the following legend, and if the Shares are issued in book-entry form, the Subscriber acknowledges that: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE CLOSING DATE]”.

(c) Subscriber acknowledges and agrees that Subscriber is purchasing Shares directly from Newco. Subscriber further acknowledges that, other than those representations, warranties, covenants and agreements of Newco included in this Subscription Agreement, there have been no representations, warranties, covenants and agreements made to Subscriber by Newco, Crane Harbor, the Target, , or any of their respective officers or directors or other Representatives, or any other party to the Transaction, person or entity, expressly or by implication. Except for the representations, warranties and agreements of Newco expressly set forth in this Subscription Agreement, Subscriber is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of Newco, Crane Harbor and the Target, including all business, legal, regulatory, accounting, credit and tax matters; provided, that neither the due diligence investigation conducted by Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by Subscriber herein shall modify, amend or affect Subscriber’s right to rely on the truth, accuracy and completeness of Newco’s representations and warranties contained herein.

(d) Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, Subscriber acknowledges that, it has received and reviewed the following items (collectively, the “Disclosure Documents”): (i) the final prospectus of Crane Harbor, dated as of April 24, 2025 (File No. 333-284852) (the “IPO Prospectus”), (ii) each SEC Report filed by Crane Harbor with the SEC following the filing of the IPO Prospectus through the date of this Subscription Agreement, (iii) the Transaction Agreement, and (iv) the Investor Presentation. Subscriber understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following the Transaction Closing. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask Newco’s management questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. Subscriber has conducted its own investigation of Newco, Crane Harbor, the Target and the Shares and Subscriber has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares. Subscriber acknowledges that Subscriber shall be responsible for any of Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that none of Newco, Crane Harbor, the Target, or their respective affiliates or advisors have provided any tax advice or any other representations or guarantee regarding the tax consequence of the transactions contemplated by this Subscription Agreement. Subscriber acknowledges that it has reviewed the documents made available to Subscriber by Newco, Crane Harbor and the Target. Subscriber further acknowledges that the information contained in the Disclosure Documents is subject to change, and that any changes to the information contained in the Disclosure Documents, including any changes based on updated information or changes in terms of the Transaction, shall in no way affect Subscriber’s obligation to purchase the Shares hereunder, except as otherwise provided herein, and that, in purchasing the Shares, Subscriber is not relying upon any projections contained in the Investor Presentation.

(e) Subscriber became aware of the Offering of the Shares solely by means of direct contact between Subscriber and Newco, Crane Harbor or the Target, or a representative of Newco, Crane Harbor, or the Target, and the Shares were offered to Subscriber solely by direct contact between Subscriber and Newco, Crane Harbor or the Target, or a representative of the foregoing. Subscriber acknowledges that Newco represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) to Newco’s knowledge, are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, any state securities laws, or any Canadian securities laws. Subscriber has a substantive pre-existing relationship with Newco, Crane Harbor or the Target or one or more of their respective affiliates or advisors. Neither Subscriber, nor any of its directors, officers, employees, agents, shareholders or partners, has either directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the Offering.

(f) Subscriber acknowledges that (i) Crane Harbor, Newco or the Target and their respective Representatives hereafter may come into possession of, information regarding Crane Harbor, Newco or the Target that is material non-public information, including material facts and material changes which have not been generally disclosed, and is not known to Subscriber (“Excluded Information”), (ii) Subscriber has determined to enter into this Subscription Agreement to purchase the Shares notwithstanding Subscriber’s lack of knowledge of the Excluded Information, and (iii) none of Crane Harbor, Newco nor the Target shall have liability to Subscriber, and Subscriber hereby waives and releases any claims Subscriber may have against Crane Harbor, Newco and/or the Target, to the maximum extent permitted by law, with respect to the nondisclosure of the Excluded Information.

(g) Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Investor Presentation. Subscriber is able to fend for itself in the transactions contemplated herein and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber (i) is a sophisticated investor, experienced in investing in private placement transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (ii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Shares and participation in the Offering (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to Subscriber, (iii) do not and will not violate any law, rule, regulation, agreement or other obligation by which Subscriber is bound and (iv) are a fit, proper and suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Shares. The Subscriber acknowledges that each of Morgan Stanley & Co. LLC, CIBC World Markets Corp., Cohen & Company Capital Markets and JonesTrading Institutional Services LLC or their respective affiliates (each, a “Placement Agent” and collectively, the “Placement Agents”) is acting as a placement agent in connection with the purchase of Subordinate Voting Shares by certain Other Subscribers that qualify as “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) or institutional “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3), (7) or (9) of Regulation D under the Securities Act or under Canadian securities laws, a “permitted client” (as defined in Section 1.1 of National Instrument 31- 103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations) who are each an institutional “accredited investor” (as defined for the purposes of Section 2.3 of NI 45-106 or Section 73.3 of the Securities Act (Ontario)) or alternatively, are purchasing the Subordinate Voting Shares in reliance on the Minimum Amount Exemption. Subscriber further acknowledges that none of the Placement Agents or any of their respective affiliates is acting as placement agent to Subscriber and that no solicitation or recommendation of any type has been made by any Placement Agent to Subscriber. The Subscriber represents that: (i) it is able to sustain a complete loss on its investment in the Shares; (ii) has no need for liquidity with respect to its investment in the Shares; and (iii) has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Shares.

(h) Alone, or together with any professional advisor(s), Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in Newco. Subscriber acknowledges specifically that the possibility of total loss of the Aggregate Purchase Price exists.

(i) In making its decision to purchase the Shares, Subscriber has relied solely upon independent investigation made by Subscriber and the representations and warranties of Newco expressly set forth in Section 4 hereof. Subscriber acknowledges and agrees that Subscriber has (i) received, reviewed and understood the offering materials made available to Subscriber in connection with the Offering, (ii) had access to, and an adequate opportunity to review, financial and other information as Subscriber deems necessary in order to make an investment decision with respect to the Shares, (iii) had the opportunity to ask questions of and receive answers from Newco, and (iv) conducted and completed Subscriber’s own independent due diligence with respect to the Transaction.

(j) Subscriber understands and agrees that no federal, state, provincial or other agency has passed upon or endorsed the merits of the Offering or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Disclosure Documents.

(k) [Reserved.]

(l) The execution, delivery and performance by Subscriber of this Subscription Agreement will not constitute or result in a breach or default under or conflict with any law, statute, rule or regulation applicable to Subscriber, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Subscriber is a party or by which Subscriber is bound. The signature on this Subscription Agreement is genuine, and the signatory has legal competence and capacity to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms.

(m) The Subscriber is not (1) a “covered person” as described in Rule 506(d)(1) under the Securities Act, or (2) subject to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Subscriber has exercised reasonable care to determine whether it is subject to a Disqualification Event. The acquisition of Shares by Subscriber will not subject Newco to any Disqualification Event.

(n) Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to Newco.

(o) If a Canadian investor:

(i) Subscriber acknowledges that the securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the Disclosure Documents contain a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. Subscriber should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

(ii) The funds representing the aggregate subscription price for the Shares which will be advanced by Subscriber hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (for the purposes of this paragraph, the “PCMLTFA”); or equivalent legislation in any other jurisdictions and the Subscriber acknowledges that Newco may in the future be required by law to disclose the name of the Subscriber and other information relating to this Subscription Agreement and the subscription hereunder, on a confidential basis pursuant to the PCMLTFA, or other laws or regulations. To the best of Subscriber’s knowledge (a) none of the subscription funds provided by the Subscriber (i) have been or will be derived directly or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person (A) with whom Newco would be prohibited from dealing with under applicable money laundering, terrorist financing, economic sanctions, criminal or other similar laws or regulations, or (B) who has not been identified to Subscriber. Subscriber hereby covenants that it shall promptly notify Newco if the Subscriber discovers that any of the foregoing representations ceases to be true, and to provide Newco with appropriate information in connection therewith.

(iii) Subscriber acknowledges and represents that it is not a person identified on a list established under section 83.05 of the Criminal Code or in any regulations or orders made under (i) the United Nations Act (Canada), (ii) the Special Economic Measures Act (Canada), (iii) the Freezing Assets of Corrupt Foreign Officials Act (Canada), (iv) the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada), or other similar legislation or regulations enacting any economic or financial sanctions, laws, regulations, embargoes, or restrictive measures imposed, administered or enforced by Canada.

(iv) Subscriber acknowledges and consents to the fact that Newco is collecting the Subscriber’s personal information (as that term is defined under applicable privacy legislation, including, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time) for the purpose of completing this Subscription Agreement and the transactions contemplated hereby. Subscriber acknowledges and consents to Newco retaining such personal information for as long as permitted or required by law or business practices. The Subscriber further acknowledges and consents to the fact that Newco or its representatives may be required by securities laws, the rules and policies of any stock exchange or the rules of the Canadian Investment Regulatory Organization or otherwise by applicable law to provide regulatory authorities with any personal information provided under this Subscription Agreement. In addition to the foregoing, the Subscriber agrees and acknowledges that Newco may use and disclose the Subscriber’s personal information as follows: (A) for internal use with respect to managing the relationships between and contractual obligations of Newco and Subscriber; (B) for use and disclosure for income tax related purposes, including, without limitation, where required by law, disclosure to the Canada Revenue Agency (C) for disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trades and similar regulatory filings; (D) for disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; (E) for disclosure to professional advisers of Newco in connection with the performance of their professional services; (F) for disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the Subscriber’s prior written consent; (G) for disclosure to a court determining the rights of the parties under this Subscription Agreement; or (H) for use and disclosure as otherwise required or permitted by law.

(v) Subscriber authorizes the indirect collection of certain personal information by the applicable securities regularity authority or regulator of the local Canadian jurisdiction and confirms that Subscriber has been notified by Newco: (A) that Newco will be delivering such personal information to the applicable securities regulatory authority or regulator of the local Canadian jurisdiction, including Subscriber’s full name, residential address, telephone number, email address, the number of Shares subscribed for by the Subscriber, the aggregate subscription price for such Shares, the prospectus exemption relied on, whether the Subscriber is an “insider” of Newco or a “registrant”, each as defined under Canadian securities laws, and the date of distribution of the Shares; (B) that such personal information is being collected indirectly by the applicable securities regulatory authority or regulator under the authority granted to it under Canadian securities laws; (C) that such personal information is being collected for the purpose of the administration and enforcement of Canadian securities laws; and (D) the Subscriber may contact public officials of the provincial regulatory authorities with respect to questions about the security regulatory authority’s or regulator’s indirect collection of such information. The contact information is set out in Exhibit C hereto.

(p) Subscriber has, and on each date any portion of the Aggregate Purchase Price would be required to be funded to Newco pursuant to this Subscription Agreement will have, sufficient immediately available funds to pay the Aggregate Purchase Price.

(q) Other than with respect to its affiliates, Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of Newco (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

(r) Subscriber understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by Newco.

(s) Subscriber has had no contact with any Placement Agent with respect to the Shares.

(t) Subscriber acknowledges that it has no present plan or intention, and is not under any binding obligation, either on the date hereof or on the Closing, to sell, exchange or otherwise dispose of the Shares acquired pursuant to this Subscription Agreement, other than binding commitments it may have to transfer and/or pledge such Shares to a prime broker under and in accordance with its prime brokerage agreement with such broker.

(u) Subscriber acknowledges and agrees that it has not received any recommendation with respect to the Shares or the Transaction from the Placement Agents and thus will not be deemed to form a relationship with the Placement Agents in connection with its purchase of the Shares that would require the Placement Agents to treat Subscriber as a “retail customer” for purposes of Regulation Best Interest pursuant to Rule 11-1 of the Exchange Act, or a “retail investor” for purposes of Form CRS pursuant to Rule 17a-14 of the Exchange Act. Accordingly, Subscriber acknowledges and agrees that it is not entitled to the protections or disclosures required by Regulation Best Interest or Form CRS with respect to its purchase of the Shares.

(a) Newco agrees that, within 30 calendar days after the Transaction Closing (the “Filing Deadline”), it will file or confidentially submit with the SEC a registration statement registering the resale of the Shares (the “Registration Statement”), and shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, and, in any event, no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies Newco that it will “review” the Registration Statement) following the Filing Deadline and (ii) within 5 calendar days of receiving a notice from the SEC (orally or in writing, whichever is earlier) that such Registration Statement will not be "reviewed" or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, that if such day falls on a Saturday, Sunday or day on which banks are closed for business in Toronto, Ontario, or New York City, New York, the Effectiveness Deadline shall be extended to the next business day on which the SEC is open for business. Newco will use its commercially reasonable efforts to cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective and free of any material misstatement or omission with respect to the Shares until the earliest of (i) the date on which Subscriber ceases to hold the Shares covered by such Registration Statement, or (ii) on the first date on which Subscriber can sell all of its Shares (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act (“Rule 144”) without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for Newco to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). For as long as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, Newco shall use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to the Registration Statement or Rule 144 under the Securities Act (when Rule 144 under the Securities Act becomes available to Newco), as applicable, qualify the Shares for listing on the applicable stock exchange on which the Subordinate Voting Shares are then listed, and update or amend the Registration Statement as necessary to include the Shares. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 under the Exchange Act, of the Shares to Newco (or its successor) upon reasonable request to assist Newco in making the determination described above. Newco’s obligations to include the Shares in the Registration Statement are contingent upon Subscriber furnishing in writing such information regarding Subscriber, the securities of Newco held by Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by Newco to effect the registration of the Shares, and shall execute such documents in connection with such registration as Newco may reasonably request that are customary of a selling shareholder in similar situations, provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. If the SEC prevents Newco from including any or all of the Shares proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of Newco securities by the applicable shareholders or otherwise, (x) such Registration Statement shall register for resale such number of Newco securities which is equal to the maximum number of securities as is permitted by the SEC and (y) the number of Newco securities to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, Newco shall amend the Registration Statement or file a new Registration Statement (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 7. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by Newco to file the Registration Statement by the Filing Deadline shall not otherwise relieve Newco of its obligations to cause Newco to file the Registration Statement or effect the registration of the Shares set forth in this Section 7. For as long as Subscriber holds the Shares issued pursuant to this Subscription Agreement, Newco will use commercially reasonable efforts to (A) make and keep public information available, as those terms are understood and defined in Rule 144, (B) file in a timely manner all reports and other documents with the SEC required under the Exchange Act, as long as Newco remains subject to such requirements, and (C) provide all customary and reasonable cooperation necessary, in each case, to enable Subscriber to resell the Shares pursuant to the Registration Statement or Rule 144 (when Rule 144 becomes available to Subscriber), as applicable.

(b) Newco shall file with the Ontario Securities Commission preliminary and final non- offering prospectuses of Newco, and obtain receipts from the Ontario Securities Commission therefor, such that Newco shall become a “reporting issuer” (within the meaning of applicable Canadian securities laws) in the Province of Ontario before the Transaction Closing.

(c) Newco shall, at its sole expense, advise Subscriber as promptly as practicable, and in any event, within two business days: (i) when a Registration Statement or any amendment thereto has been filed with the SEC and when a Registration Statement or any post-effective amendment thereto has become effective; (ii) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by Newco of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein do not include any untrue statements of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, that Newco shall not be required to disclose the details of such event. Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times as Newco is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, Newco agrees that it shall, as soon as practicable, use its commercially reasonable efforts to prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d) Newco may delay filing or suspend the use of any such registration statement if it determines in good faith that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of Newco or would require premature disclosure of information that could materially adversely affect Newco (each such circumstance, a “Suspension Event”); provided, that Newco agrees that it may not delay or suspend the Registration Statement on more than two occasions or for more than 45 consecutive calendar days, or more than 90 total calendar days, in each case during any consecutive 12-month period and Newco shall use commercially reasonable efforts to make such registration statement available for the sale by Subscriber of such securities as soon as practicable thereafter. Upon receipt of any written notice from Newco of the happening of any Suspension Event during the period that the Registration Statement is effective, which notice shall be given no later than two business days from the date of such Suspension Event, or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that it will (i) immediately discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives (A) (x) copies of a supplemental or amended prospectus (which Newco agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment has become effective or (B) notice from Newco that it may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered by Newco except (A) for disclosure to Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as otherwise required by applicable law or subpoena. If so directed by Newco, Subscriber will deliver to Newco or destroy all copies of the prospectus covering the Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply to (i) the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or

(ii) copies stored electronically on archival servers as a result of automatic data back-up.

(e) Subscriber may deliver written notice (an “Opt-Out Notice”) to Newco requesting that Subscriber not receive notices from Newco otherwise required by Section 7; provided, however, that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) Newco shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to the Subscriber’s intended use of an effective Registration Statement, Subscriber will notify Newco in writing at least two business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 7(e)) and the related suspension period remains in effect, Newco will so notify Subscriber, within one (1) business day of Subscriber’s notification to Newco, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion of such Suspension Event immediately upon its availability.

(f) From and after the Closing, Newco agrees to indemnify and hold Subscriber, and each affiliate of Subscriber within the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which Subscriber effects or executes the resale of any Shares (collectively, the “Subscriber Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including any reasonable out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by Subscriber Indemnified Parties directly that are (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent insofar as the same are (A) caused by or contained in any information or affidavit so furnished in writing to Newco by Subscriber for use therein, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus in a timely manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a freewriting prospectus (as defined in Rule 405 under the Securities Act) that was not authorized in writing by Newco, or (D) in connection with any offers or sales effected by or on behalf of Subscriber in violation of this Subscription Agreement. Notwithstanding the forgoing, Newco’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Newco (which consent shall not be unreasonably withheld, delayed or conditioned). Newco shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 7 of which Newco is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party.

(g) To the extent the Subscriber is identified as a selling stockholder in the Registration Statement or any other registration statement which covers the Shares, Subscriber agrees to, severally and not jointly with any Other Subscriber in the Offering contemplated hereby or any other selling shareholders using the applicable registration statement, indemnify and hold Newco, and the officers, employees, directors, partners, members, attorneys and agents of Newco, each person, if any, who controls Newco within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Newco within the meaning of Rule 405 under the Securities Act (collectively, the “Newco Indemnified Parties”), harmless against any and all Losses incurred by Newco Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to Newco by Subscriber expressly for use therein. In no event shall the liability of Subscriber under this Section 7(g) be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Shares giving rise to such indemnification obligation. Notwithstanding the forgoing, Subscriber’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld, delayed or conditioned).

8. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of: (a) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; (b) such date and time as the Transaction Agreement is terminated in accordance with its terms; (c) if any of the conditions to Closing set forth in Section 3 are not satisfied or waived as of the Closing Date and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated as of the date of the Transaction Closing; or (d) written notice by either (x) Newco to Subscriber or (y) Subscriber to Newco if the transactions contemplated by this Subscription Agreement are not consummated on or prior to August 3, 2026; provided that (i) nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach, and (ii) the provisions of Sections 8 through 12 of this Subscription Agreement will survive any termination of this Subscription Agreement and continue indefinitely. Newco shall notify Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance with this Section 8, any monies paid by Subscriber to Newco for the Aggregate Purchase Price hereunder shall be promptly (and in any event within three (3) business days) returned to Subscriber, without any deduction for or on account of any tax withholding except as required by law, charges or set-off.

9. Trust Account Waiver. Subscriber hereby represents and warrants that it has read the IPO Prospectus and understands that Crane Harbor has established a trust account (the “Trust Account”) containing the proceeds of its IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Crane Harbor’s public shareholders (including overallotment shares acquired by Crane Harbor’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the IPO Prospectus, Crane Harbor may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their shares in connection with the consummation of Crane Harbor’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Shareholders if Crane Harbor fails to consummate a Business Combination within 24 months after the closing of the IPO, subject to extension by amendment to Crane Harbor’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to Crane Harbor after or concurrently with the consummation of a Business Combination. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) except for redemption and liquidation rights, if any, the Subscriber and its affiliates may have in respect of any Crane Harbor Class A Shares (as defined in the Transaction Agreement) held by it or the release of proceeds from the Trust Account upon consummation of the Transaction, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability, and Subscriber further waives its right to any distributions from the Trust Account with respect to the Shares in the event of Crane Harbor’s liquidation (collectively, the “Released Claims”). Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with Crane Harbor or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Newco and Crane Harbor to induce Newco to enter in this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Newco, Crane Harbor, the Target or any of their respective Representatives, which proceeding seeks, in whole or in part, monetary relief against Newco, Crane Harbor, the Target or any of their respective Representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event Subscriber or any of its affiliates commences any action or proceeding, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Newco, Crane Harbor, the Target or their respective Representatives, as applicable, shall be entitled to recover from Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event Newco, Crane Harbor, the Target or their respective Representatives, as applicable, prevails in such action or proceeding. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 9 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

(a) Newco shall use its reasonable best efforts to cause Crane Harbor, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement, to file with the SEC a Current Report on Form 8-K and disseminate a press release (collectively, the “Announcement Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, by the Other Subscription Agreements and by Transaction Agreement. Following the filing and dissemination of the Announcement Disclosure Document, no Subscriber shall be in possession of any material non-public information concerning Newco disclosed to Subscribers by Newco or any of their subsidiaries, or any of its officers, directors, employees, affiliates or agents in connection with the transactions contemplated by this Subscription Agreement, the Other Subscription Agreements or the Transaction Agreement. In addition, effective upon the issuance of such Announcement Disclosure Document, except as may otherwise be agreed with Subscriber, without Subscriber’s prior written consent (email being sufficient), Newco acknowledges and agrees not to provide material, non-public information to Subscriber and that any and all confidentiality or similar obligations under any agreement, whether written or oral, between Newco any of its subsidiaries or any of its officers, directors, agents, employees or affiliates on the one hand, and the Subscriber or any of its affiliates on the other hand, shall terminate and be of no further force or effect. Notwithstanding anything in this Subscription Agreement to the contrary, each of Newco, Crane Harbor or Target (i) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any press release, without the prior written consent of Subscriber and (ii) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any filing with the U.S. Securities and Exchange Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except (A) as required by the federal securities laws, rules or regulations and Canadian securities laws, including in connection with the filing of a Registration Statement pursuant to Section 7(a), and (B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the U.S. Securities and Exchange Commission or regulatory agency or under the regulations of the Nasdaq or Toronto Stock Exchange. Newco understands and confirms that Subscriber shall be relying on the foregoing covenant in effecting transactions in securities of Newco. If Newco provides material, non- public information or confidential information or proprietary information to Subscriber without Subscriber’s written consent, Newco shall promptly file such information with the SEC pursuant to a Current Report on Form 8-K and the Subscriber shall not be subject to any duty of confidentiality contained herein with respect to such information.

(b) Neither this Subscription Agreement nor any rights or obligations that may accrue to Subscriber hereunder (other than the Shares acquired hereunder, if any, subject to applicable securities laws) may be transferred or assigned by Subscriber without the prior written consent of Newco (which shall not be unreasonably withheld, conditioned or delayed), and any purported transfer or assignment without such consent shall be null and void ab initio; except, that Subscriber may assign, upon providing written notice to Newco, solely to an entity that is affiliated with Subscriber, the right to acquire the Shares hereunder; provided that any such assignment shall not relieve Subscriber from any of its obligations (or its representations and warranties) under this Subscription Agreement and upon the making of such assignment such assignee (i) shall be deemed to have made to Newco all of the representations and warranties of Subscriber contained herein (all of which shall be true and complete as of the date of such assignment and at the Closing) and (ii) shall have agreed to be bound by all of the agreements and other obligations of Subscriber hereunder pursuant to a binding agreement reasonably satisfactory to Newco (without relieving Subscriber from any such agreement or obligation).

(c) Newco may request from Subscriber such additional information as Newco may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Shares, and Subscriber shall provide such information to Newco promptly upon such request, it being understood by Subscriber that Newco may without any liability hereunder reject Subscriber’s subscription prior to the Closing Date in the event Subscriber fails to provide such additional information requested by Newco to evaluate Subscriber’s eligibility or Newco determines that Subscriber is not eligible. On or prior to the Closing Date, Newco and Subscriber shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.

(d) Subscriber acknowledges that Newco, Crane Harbor, the Target, and others will rely on the acknowledgments, understandings, agreements, representations and warranties of Subscriber contained in this Subscription Agreement as if they were made directly to them. Prior to the Closing, Subscriber agrees to promptly notify Newco if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate such that the conditions set forth in Sections 3(b)(i) and 3(b)(ii) would not be satisfied as of the Closing. Subscriber agrees that the purchase by Subscriber of Shares from Newco will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by Subscriber as of the time of such purchase. Each of Newco and the Subscriber acknowledges and agrees that the Target and Crane Harbor are third-party beneficiaries of the representations, warranties and covenants of Newco contained in Section 4 and the Subscriber contained in Section 6 of this Subscription Agreement, and that Crane Harbor and the Target are otherwise express third party beneficiaries of this Subscription Agreement, entitled to enforce the terms hereof against Subscriber as if they were an original party hereto. Except as expressly set forth herein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns. Prior to the Closing, Newco agrees to promptly notify the Subscriber if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate in a manner that would have or would reasonably be expected to have a Material Adverse Effect on Newco.

(e) Each of Newco, Crane Harbor, and the Target is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Subscriber shall not issue any press release or make any other similar public statement with respect to the transactions contemplated hereby without the prior written consent of Newco (such consent not to be unreasonably withheld or delayed).

(f) All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

(g) This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought; provided, however, that no modification or waiver by Newco of the provisions of this Subscription Agreement prior to the Transaction Closing shall be effective without the prior written consent of Newco (other than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement). No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or other exercise of any right, power or privilege hereunder.

(h) This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality agreement entered into by Newco and Subscriber in connection with the Offering).

(i) This Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(j) If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(k) This Subscription Agreement may be executed in two or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(l) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that Newco shall be entitled to specifically enforce Subscriber’s obligations to fund the subscription and the provisions of the Subscription Agreement, in each case, on the terms and subject to the conditions set forth herein. The parties hereto further acknowledge and agree: (x) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy; (y) not to assert that a remedy of specific enforcement pursuant to this Section 10(l) is unenforceable, invalid, contrary to applicable law or inequitable for any reason; and (z) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

(m) Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(n) Except where required to comply with applicable securities laws, without Subscriber’s prior written consent (which may be given via email), Newco will not use or disclose the name of Subscriber or its affiliates or advisors or any information relating to Subscriber or this Subscription Agreement, other than to Newco’s lawyers, independent accountants and to other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Without Subscriber’s prior written consent, Newco shall not use the name of Subscriber or any of its affiliates or advisors in any press release issued by Newco or Current Report on Form 8-K filed by Crane Harbor with the SEC in connection with the Transaction Agreement or the execution and delivery of this Subscription Agreement and the filing of any related documentation by Newco or Crane Harbor with the SEC and the Canadian Securities Administrators, except to the extent required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the SEC, the Canadian Securities Administrators or regulatory agency or under Nasdaq or Toronto Stock Exchange regulations.

(o) This Subscription Agreement, and all actions or matters based hereon, or arising out of, under or in connection herewith, or any transaction contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in New York County, New York (and any appellate courts thereof) in any action or proceeding arising out of or relating to this Subscription Agreement, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other proceeding relating to the transactions contemplated by this Subscription Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 10(p). Nothing in this Section 10(o) shall affect the right of any party to serve legal process in any other manner permitted by law. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, DISPUTE, CLAIM, LEGAL ACTION OR OTHER LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(p) All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by facsimile or email, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three business days after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Newco:

Xanadu Quantum Technologies Limited
c/o Xanadu Quantum Technologies Inc.

777 Bay Street, Suite 2902 Toronto, Ontario M5G 2C8 Attn: Christian Weedbrook Email: christian@xanadu.ai Osler, Hoskin & Harcourt LLP 100 King Street West

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

Suite 6200

Toronto, Ontario M5X 1B8

Attn: Chad Bayne; James R. Brown;

Email: cbayne@osler.com; jbrown@osler.com

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

Cooley LLP

3 Embarcadero Center
20th Floor

San Francisco, CA 94111-4004

Attn: Kevin Rooney; Garth Osterman; Kristin VanderPas; Peter Byrne
Email: krooney@cooley.com; gosterman@cooley.com; kvanderpas@cooley.com;
pbyrne@cooley.com 

Notice to Subscriber shall be given to the address underneath Subscriber’s name on the signature page hereto. 

(q) From and after the date hereof, Newco shall not, and shall cause each of its affiliates, representatives and agents to not, provide Subscriber or any of its affiliates, representatives or agents, with any material nonpublic information regarding Newco, any of its affiliates or any other person (“MNPI”) without the express prior written consent of such Subscriber. Newco hereby acknowledges and agrees that neither Subscriber nor any of its affiliates shall have any duty of trust or confidence with respect to, or duty not to trade on the basis of, any MNPI (i) provided by, or on behalf of, Newco, any of its affiliates or any of their respective officers, directors, employees, attorneys, agents or representatives or (ii) otherwise possessed (or continued to be possessed) by Subscriber (or any affiliate, agent or representative thereof) as a result of any breach or violation of any of the covenants set forth in this Agreement. Notwithstanding anything to the contrary herein, in the event that Newco believes that a notice or communication to Subscriber or any of its affiliates, attorneys, agents or representatives contains MNPI, Newco shall, prior to the delivery of such notice or communication, so indicate to Subscriber, and such indication shall provide Subscriber the means to refuse to receive such notice or communication, and in the absence of any such indication, such Subscriber, the other holders of the Shares and their respective affiliates, agents and representatives shall be allowed to presume that all matters relating to such notice or communication do not constitute MNPI.

(r) The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context, any pronoun used in this Subscription Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto” and “hereby” and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement (except Exhibit D hereto), the term: (w) “trading day” shall mean any day on which the Nasdaq and Toronto Stock Exchange are open for trading; (x) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York and Toronto, Ontario are required or are authorized to close for business (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day); (y) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt, any reference in this Subscription Agreement to an affiliate of Crane Harbor prior to the closing of a Business Combination will include Crane Harbor’s sponsor, Crane Harbor Sponsor, LLC, a Delaware limited liability company.

(s) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties may reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.

(t) In connection with any sale, assignment, transfer or other disposition of Newco Subordinate Voting Shares by Subscriber pursuant to Rule 144 or pursuant to any other exemption under the Securities Act and Canadian securities laws such that Newco Subordinate Voting Shares held by Subscriber become freely tradable and upon compliance by Subscriber with the requirements of this Subscription Agreement, if requested by Subscriber, Newco shall use commercially reasonable efforts to cause its transfer agent(s) to remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within three (3) trading days upon any such request therefor from Subscriber; provided, that Newco and the transfer agent(s) have timely received from Subscriber customary representations and other documentation reasonably acceptable to Newco and the transfer agent(s) in connection therewith. Subject to receipt from Subscriber by Newco and the transfer agent(s) of customary representations and other documentation reasonably acceptable in connection therewith, Subscriber may request that Newco remove any legend from the book-entry position evidencing its Shares following the earliest of such time as such Shares (i) have been or are about to be sold or transferred pursuant to an effective registration statement or (ii) have been or are about to be sold pursuant to Rule 144; however, the legend required by applicable Canadian securities law shall remain for the entirety of the applicable period. If restrictive legends are no longer required for such Shares pursuant to the foregoing, Newco shall, in accordance with the provisions of this section and as soon as reasonably practicable and in any case within three trading days of any request therefor from Subscriber accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the transfer agent(s) irrevocable instructions that the transfer agent(s) shall make a new, unlegended entry for such book entry Shares. If the Shares are eligible for resale under Rule 144(b)(1) or any successor provision without the requirement for Newco to be in compliance with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions applicable to the sale or transfer of such Shares, or pursuant to an effective registration statement, Newco will cause its transfer agent to promptly remove all restrictive legends, provided that Newco and the transfer agent(s) have timely received from Subscriber customary representations and other documentation reasonably acceptable to Newco and the transfer agent(s) in connection therewith. To the extent required by the transfer agent(s), Newco shall use commercially reasonable efforts to cause its legal counsel to deliver a customary opinion as soon as reasonably practicable and in any case within three trading days of the delivery of all reasonably necessary representations and other documentation from Subscriber as reasonably requested by the transfer agent. Newco shall be responsible for the fees of its transfer agent(s), the costs of any opinions of its counsel, and all DTC fees associated with such transactions.

11. Independent Nature of Investment. The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under the Other Subscription Agreements. The decision of Subscriber to purchase Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of Newco, Crane Harbor, the Target or any of their respective subsidiaries which may have been made or given by any Other Subscriber or by any agent, employee or other representative of any Other Subscriber, and neither Subscriber nor any of its agents, employees or other representatives shall have any liability to any Other Subscriber (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber pursuant hereto or thereto, shall be deemed to constitute Subscriber and Other Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and Other Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights under this Subscription Agreement, and it shall not be necessary for any Other Subscriber to be joined as an additional party in any proceeding for such purpose.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date first indicated above.

[Subscriber Signature Page to Subscription Agreement]

EXHIBIT A

Accredited Investor Questionnaire

Capitalized terms used and not defined in this Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit A is attached.

The undersigned represents and warrants that the undersigned is an "accredited investor" (an "Accredited Investor") as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the "Securities Act"), for one or more of the reasons specified below (please check all boxes that apply):

The term "net worth" means the excess of total assets over total liabilities (including personal and real property, but excluding the estimated fair market value of Subscriber's primary home). For the purposes of calculating joint net worth with the person's spouse or spousal equivalent, joint net worth can be the aggregate net worth of Subscriber and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. There is no requirement that securities be purchased jointly. A spousal equivalent means a cohabitant occupying a relationship generally equivalent to a spouse.

In determining individual "income," Subscriber should add to Subscriber's individual taxable adjusted gross income (exclusive of any spousal or spousal equivalent income) any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

The SEC has designated the General Securities Representative license (Series 7), the Private Securities Offering Representative license (Series 82) and the Licensed Investment Adviser Representative (Series 65) as the initial certifications that qualify for accredited investor status.

If the "False" line is initialed, each person participating in the entity will be required to fill out a Subscription Agreement.

EXHIBIT B

CANADIAN ACCREDITED INVESTOR CERTIFICATE

The undersigned (the “Investor”) (or, as the case may be, the disclosed principal on behalf of whom the Investor is contracting for) is a resident of or otherwise subject to the securities legislation of any province of Canada and is an “accredited investor”, as such term is defined in National Instrument 45-106 or subsection 73.3 of the Securities Act (Ontario), because, at the time of the purchase and sale of securities of Xanadu Quantum Technologies Limited (the “Securities”) as set forth in the agreement to which this certificate is attached, the Investor falls within one or more of the following categories:

Please select at least one of the provisions listed below by selecting the corresponding letter and including it on the signature page below.

If you are relying on the exemption in category (j), (k) or (l), you must complete and deliver the risk acknowledgment form for individual accredited investors attached as Annex A to this Exhibit B:

*see relevant definitions below*

If (j) is selected, please check the range of net financial assets which you beneficially own, either alone or combined with your spouse:

[IF YOU SELECT THIS LETTER, YOU MUST COMPLETE THE RISK ACKNOWLEDGEMENT FORM FOR INDIVIDUAL ACCREDITED INVESTORS CONTAINED IN ANNEX A TO THIS EXHIBIT B.]

If (j.1) is selected, please check the range of net financial assets which you beneficially own, alone:

If (k) is selected, please check the range of net income before taxes which you alone or in combination with your spouse have earned in each of the two most recent calendar years, alone:

Please check the range of net income which your spouse has earned in each of the two most recent calendar (only if applicable):

[IF YOU SELECT THIS LETTER, YOU MUST COMPLETE THE RISK ACKNOWLEDGEMENT FORM FOR INDIVIDUAL ACCREDITED INVESTORS CONTAINED IN ANNEX A TO THIS EXHIBIT B.]

If (l) is selected, please check the range of net assets you have, either alone or combined with your spouse:

[IF YOU SELECT THIS LETTER, YOU MUST COMPLETE THE RISK ACKNOWLEDGEMENT FORM FOR INDIVIDUAL ACCREDITED INVESTORS CONTAINED IN ANNEX A TO THIS EXHIBIT B.]

All amounts are in Canadian dollars.

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

“bank” means a bank named in Schedule I or II of the Bank Act (Canada);

“Canadian financial institution” means

“company” means any corporation, incorporated association, incorporated syndicate or other incorporated organization;

“control person” has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Quebec where control person means any person that holds or is one of a combination of persons that holds

“director” means

“eligibility adviser” means

“entity” means a company, syndicate, partnership, trust or unincorporated organization;

“executive officer” means, for an issuer, an individual who is

“financial assets” means

“founder” means, in respect of an issuer, a person who,

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

“investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

“issuer” means a person or company who has outstanding, issues or proposes to issue, a security;

“person” includes

“related liabilities” means

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“spouse” means, an individual who,

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

For the purpose hereof, an issuer is an affiliate of another issuer if

“voting security” means any security other than a debt security of an issuer carrying a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

For the purpose hereof, a person (first person) is considered to control another person (second person) if

For the purpose hereof, for residents of Québec, “trade” refers to any of the following activities:

In NI 45-106 a trust company or trust corporation described in paragraph (p) above of the definition of “accredited investor” (other than in respect of a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada) is deemed to be purchasing as principal.

In NI 45-106 a person described in paragraph (q) above of the definition of “accredited investor” is deemed to be purchasing as principal.

The foregoing representation and warranty is true and accurate as of the date of this certificate and will be true and accurate at the time of the purchase and sale of the Securities. If any representation or warranty shall not be true and accurate at the time of the purchase and sale of the Securities, and/or at the time of issuance of any underlying securities to the Investor, the undersigned shall give immediate written notice of such fact to the Company.

The Investor acknowledges that the Securities are subject to restrictions on resale under applicable Canadian securities laws and that the Securities may not be sold other than pursuant to an exemption from the prospectus requirements under applicable Canadian securities laws other than pursuant to an exemption from such requirements. The Investor acknowledges and agrees not to trade the Securities other than in accordance with applicable Canadian securities laws. The Investor further acknowledges that any certificate or direct registration statement representing the Securities will bear the following legend (being, the “Canadian Legend”): “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE CLOSING DATE]. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX." and further that if such Securities are delivered by way of a direct registration or other electronic book-entry system, or if the Investor does not directly receive a certificate representing the Securities that the Investor has received notice of such legend. The Canadian Legend may be removed in connection with and subject to the terms of an available exemption from the applicable prospectus requirements under applicable Canadian securities laws, including, where applicable, under applicable outbound distribution requirements.

ANNEX A TO EXHIBIT B

FORM 45-106F9

Form For Individual Accredited Investors

All dollar amounts on this form are in Canadian dollars.

Form instructions:

EXHIBIT C

CANADIAN SECURITIES REGULATORY AUTHORITIES AND REGULATORS

EXHIBIT D

Canadian Rights of Action for Recission or Damages

Securities legislation in certain of the Canadian provinces provides purchasers of securities pursuant to an offering memorandum (such as the Newco Documents (defined below)) with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum and any amendment to it contains a “Misrepresentation”. Where used herein, “Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading in light of the circumstances in which it was made. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed by applicable securities legislation.

Ontario Purchasers

Section 130.1 of the Securities Act (Ontario) (the “OSA”) provides that every purchaser of securities pursuant to an offering memorandum shall have a statutory right of action for damages or rescission against the issuer and any selling security holder in the event that the offering memorandum contains a Misrepresentation. A purchaser that purchases securities offered by the offering memorandum during the period of distribution has, without regard to whether the purchaser relied upon the Misrepresentation, a right of action for damages or, alternatively, while still the owner of the securities, for rescission against the issuer and any selling security holder; provided that:

Section 138 of the OSA provides that no action shall be commenced to enforce these rights more than:

The Investor Presentation and this Subscription Agreement (collective, the “Newco Documents”) is being delivered in reliance on the exemption from the prospectus requirements contained under section 2.3 of NI 45-106 or section 73.3 of the OSA, as applicable (the “accredited investor exemption”). The rights referred to in section 130.1 of the OSA do not apply in respect of an offering memorandum (such as the Newco Documents) delivered to a prospective purchaser in connection with a distribution made in reliance on the accredited investor exemption if the prospective purchaser is:

Nova Scotia Purchasers

The right of action for damages or rescission described herein is conferred by section 138 of the Securities Act (Nova Scotia). Section 138 of the Securities Act (Nova Scotia) provides, in relevant part, that in the event that an offering memorandum (such as the Newco Documents), together with any amendment thereto, or any advertising or sales literature (as defined in the Securities Act (Nova Scotia)) contains a Misrepresentation, the purchaser will be deemed to have relied upon such Misrepresentation if it was a Misrepresentation at the time of purchase and has, subject to certain limitations and defences, a statutory right of action for damages against the issuer and, subject to certain additional defences, every director of the issuer at the date of the offering memorandum and every person who signed the offering memorandum or, alternatively, while still the owner of the securities purchased by the purchaser, may elect instead to exercise a statutory right of rescission against the issuer, in which case the purchaser shall have no right of action for damages against the issuer, directors of the issuer or persons who have signed the offering memorandum, provided that, among other limitations:

In addition, a person or company, other than the issuer, will not be liable if that person or company proves that:

Furthermore, no person or company, other than the issuer, will be liable with respect to any part of the offering memorandum or amendment to the offering memorandum not purporting (a) to be made on the authority of an expert or (b) to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation or (ii) believed that there had been a Misrepresentation.

If a Misrepresentation is contained in a record incorporated by reference into, or deemed incorporated by reference into, the offering memorandum or amendment to the offering memorandum, the Misrepresentation is deemed to be contained in the offering memorandum or an amendment to the offering memorandum.

New Brunswick Purchasers

Section 2.1 of Rule 45-802 of the Financial and Consumer Services Commission of New Brunswick provides that the statutory rights of action in rescission or damages referred to in Section 150 of the Securities Act (New Brunswick) apply to information relating to an offering memorandum (such as the Newco Documents), that is provided to a purchaser of securities in connection with a distribution made in reliance on the “accredited investor” prospectus exemption in Section 2.3 of NI 45-106. Section 150 of the Securities Act (New Brunswick) provides that where an offering memorandum (such as the Newco Documents) contains a Misrepresentation, a purchaser that purchases securities shall be deemed to have relied on the Misrepresentation if it was a Misrepresentation at the time of purchase and:

This statutory right of action is available to New Brunswick purchasers whether or not such purchaser relied on the Misrepresentation. However, there are various defences available to the issuer and the selling security holder(s). In particular, no person will be liable for a Misrepresentation if such person proves that the purchaser purchased the securities with knowledge of the Misrepresentation when the purchaser purchased the securities. Moreover, in an action for damages, the amount recoverable will not exceed the price at which the securities were offered under the offering memorandum and any defendant will not be liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the Misrepresentation.

If the purchaser intends to rely on the rights described in (a) or (b) above, such purchaser must do so within strict time limitations. The purchaser must commence its action to cancel the agreement within 180 days after the date of the transaction that gave rise to the cause of action. The purchaser must commence its action for damages within the earlier of:

Saskatchewan Purchasers

Section 138 of The Securities Act, 1988 (Saskatchewan), as amended (the “Saskatchewan Act”) provides that where an offering memorandum (such as the Newco Documents) or any amendment to it is sent or delivered to a purchaser and it contains a Misrepresentation, a purchaser that purchases a security covered by the offering memorandum or any amendment to it is deemed to have relied upon that Misrepresentation, if it was a Misrepresentation at the time of purchase, and has a right of action for rescission against the issuer or a selling security holder on whose behalf the distribution is made or has a right of action for damages against:

Such rights of rescission and damages are subject to certain limitations including the following:

In addition, no person or company, other than the issuer or selling security holder, will be liable if the person or company proves that:

Not all defences upon which we or others may rely are described herein. Please refer to the full text of the Saskatchewan Act for a complete listing.

Similar rights of action for damages and rescission are provided in section 138.1 of the Saskatchewan Act in respect of a Misrepresentation in advertising and sales literature disseminated in connection with an offering of securities.

Section 138.2 of the Saskatchewan Act also provides that where an individual makes a verbal statement to a prospective purchaser that contains a Misrepresentation relating to the security purchased and the verbal statement is made either before or contemporaneously with the purchase of the security, the purchaser is deemed to have relied on the Misrepresentation, if it was a Misrepresentation at the time of purchase, and has a right of action for damages against the individual who made the verbal statement.

Section 141(1) of the Saskatchewan Act provides a purchaser with the right to void the purchase agreement and to recover all money and other consideration paid by the purchaser for the securities if the securities are sold in contravention of the Saskatchewan Act, the regulations to the Saskatchewan Act or a decision of the Saskatchewan Financial Services Commission.

Section 141(2) of the Saskatchewan Act also provides a right of action for rescission or damages to a purchaser of securities to whom an offering memorandum or any amendment to it was not sent or delivered prior to or at the same time as the purchaser enters into an agreement to purchase the securities, as required by Section 80.1 of the Saskatchewan Act.

The rights of action for damages or rescission under the Saskatchewan Act are in addition to and do not derogate from any other right which a purchaser may have at law.

Section 147 of the Saskatchewan Act provides that no action shall be commenced to enforce any of the foregoing rights more than:

The Saskatchewan Act also provides a purchaser that has received an amended offering memorandum delivered in accordance with subsection 80.1(3) of the Saskatchewan Act has a right to withdraw from the agreement to purchase the securities by delivering a notice to the person who or company that is selling the securities, indicating the purchaser’s intention not to be bound by the purchase agreement, provided such notice is delivered by the purchaser within two business days of receiving the amended offering memorandum.

Newfoundland and Labrador Purchasers

Purchasers of the Shares resident in Newfoundland and Labrador will be entitled to a contractual right of action for damages or rescission in circumstances where the Newco Documents or any amendment hereto contains a Misrepresentation in the same manner and to the same extent as the statutory rights provided to purchasers resident in Ontario (described above).

Manitoba and Prince Edward Island Purchasers

In Manitoba, the Securities Act (Manitoba) and in Prince Edward Island, the Securities Act (Prince Edward Island) provides a statutory right of action for damages or rescission to purchasers resident in Manitoba and Prince Edward Island, respectively, in circumstances where the Newco Documents or an amendment hereto contains a Misrepresentation, which rights are similar, but not identical, to the rights available to Ontario purchasers.

The foregoing summary is subject to the express provisions of the OSA, the Securities Act (Nova Scotia), the Securities Act (New Brunswick), the Securities Act, 1988 (Saskatchewan), the Securities Act (Manitoba) and the Securities Act (Prince Edward Island), respectively, and the rules, regulations and other instruments thereunder, and reference is made to the complete text of such provisions. Such provisions may contain limitations and statutory defences on which the Issuer and others, if any, may rely.

The rights of action for damages or rescission discussed above are in addition to, and without derogation from, any other right or remedy which purchasers may have at law.

FORM OF SUBSCRIPTION AGREEMENT

November 3, 2025

Xanadu Quantum Technologies Limited
777 Bay Street, Suite 2902

Toronto, Ontario M5G 2C8

Ladies and Gentlemen:

In connection with the proposed business combination (the “Transaction”) among Crane Harbor Acquisition Corp., a Cayman Islands exempted company (“Crane Harbor”), Xanadu Quantum Technologies Limited, a company incorporated under the Business Corporations Act (Ontario) (“Newco” or the “Company”), and Xanadu Quantum Technologies, Inc., a corporation continued under the Business Corporations Act (Ontario) (the “Target”), in connection with that certain Business Combination Agreement by and among Crane Harbor, Newco and the Target, dated as of November 3, 2025 (as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), Newco is seeking commitments to purchase subordinate voting shares of Newco (the “Subordinate Voting Shares”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by Newco prior to or concurrently with the closing of the Transaction (the “Offering”) in accordance with the terms of the Transaction Agreement. In connection with the consummation of the transactions contemplated by the Transaction Agreement (the “Transaction Closing”), in accordance with the Transaction Agreement, among other matters, (i) Crane Harbor will be continued to the Province of Ontario, Canada and domesticate as an Ontario company existing under the Business Corporations Act (Ontario); (ii) Newco will acquire all of the outstanding shares of Crane Harbor and the Target and, as a result, each issued and outstanding share of Crane Harbor and the Target shall be exchanged for shares of Newco, resulting in Crane Harbor and the Target becoming wholly-owned subsidiaries of Newco; and (iii) the Subordinate Voting Shares of Newco will be listed for trading on each of the Nasdaq Global Market (“Nasdaq”) and the Toronto Stock Exchange. In connection with the Transaction, and in consideration of the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned subscriber (“Subscriber”), and Newco agree in this subscription agreement (this “Subscription Agreement”) as follows:

(b) Newco shall provide written notice (via email) to Subscriber (the “Closing Notice”) that Newco reasonably expects the Transaction Closing to occur on a date specified in the Closing Notice (the “Scheduled Closing Date”) that is not less than seven business days after the date of the Closing Notice, which Closing Notice shall contain Newco’s wire instructions for an escrow account (the “Escrow Account”) established by Newco with a third party escrow agent (the “Escrow Agent”) to be identified in the Closing Notice. At least two business days prior to the Scheduled Closing Date (unless otherwise agreed to in writing by Newco), Subscriber shall deliver to the Escrow Account the aggregate Purchase Price for the Shares subscribed (the “Aggregate Purchase Price”) by wire transfer of United States dollars in immediately available funds. The wire transfer shall identify Subscriber, and unless otherwise agreed by Newco and the Escrow Agent, the funds shall be wired from an account in Subscriber’s name. Upon the Closing, Newco shall provide instructions to the Escrow Agent to release the funds in the Escrow Account to Newco against the issuance of and delivery to Subscriber of the Shares or as Subscriber may direct, free and clear of any liens or other restrictions whatsoever (other than those arising under (i) state or federal securities laws, (ii) the applicable securities laws in each of the provinces and territories of Canada, and the respective regulations and rules under such laws together with applicable published rules, policy statements, blanket rulings and orders, instruments, rulings and notices of the regulatory authorities in such provinces and territories (“Canadian securities laws”), or (iii) those incurred by Subscriber), in book-entry form as set forth in Section 2(c) below.

(c) Promptly after the Closing, Newco shall deliver (or cause the delivery of) the Shares in book-entry form to Subscriber or as Subscriber may direct with applicable restrictive legends for the number of Shares as set forth on the signature page to Subscriber as indicated on the signature page or to a custodian designated by Subscriber, as applicable, as indicated below.

(d) The failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve any party of any of its obligations hereunder, and any such termination will occur solely pursuant to Section 8 below. If (i) this Subscription Agreement is terminated prior to the Closing or (ii) the Closing Date does not occur within five business days after the Scheduled Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by Newco and Subscriber, and in either case, and any funds have already been sent by Subscriber to the Escrow Account, Newco shall or shall instruct the Escrow Agent to promptly (but not later than, in the case of the preceding clause (i), two business days of such termination or, in the case of the preceding clause (ii), seven business days after the Scheduled Closing Date specified in the Closing Notice), return the funds delivered by Subscriber for payment of the Shares by wire transfer in immediately available funds to the account specified in writing by Subscriber (provided, that the failure of the Closing Date to occur within such five business day period and the return of the relevant funds shall not relieve Subscriber from its obligations under this Subscription Agreement for a subsequently rescheduled Closing Date determined by Newco in good faith).

(e) Newco shall add to the stated capital account maintained for the Subordinate Voting Shares in the capital of Newco, in accordance with the provisions of subsection 24(3) of the Business Corporations Act (Ontario), an amount equal to the full amount of any consideration received by Newco for the Shares (which amount shall not be greater than that permitted to be added pursuant to such Act).

3. Closing Conditions. In addition to the condition set forth in Section 2(a) above:

(a) The Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:

(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred and be continuing and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose such restraint or prohibition;

(ii) no governmental authority of competent jurisdiction with respect to the sale of the Shares shall have enacted, rendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and

(iii) all material conditions precedent to the Transaction Closing set forth in the Transaction Agreement shall have been satisfied (as determined in good faith by the parties to the Transaction Agreement) or waived by the parties thereto in accordance with the requirements of the Transaction Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing) and the Transaction Closing shall be scheduled to occur substantially concurrently with or immediately following the Closing (subject to the terms and conditions of Section 2.7 of the Transaction Agreement).

(b) The obligations of Newco to consummate the Closing are also subject to the satisfaction or valid waiver by Newco of the additional conditions that, on the Closing Date:

(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date;

(ii) Subscriber shall have delivered the Purchase Price to the Escrow Agent in compliance with the terms of this Subscription Agreement; and

(iii) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

(c) The obligations of Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by Subscriber of the additional conditions that, on the Closing Date:

(i) all representations and warranties of Newco contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by Newco of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date;

(ii) no amendment, modification or waiver of the Transaction Agreement from and after the date hereof shall have occurred that reasonably would be expected to materially and adversely affect the economic benefits that the Subscriber reasonably would expect to receive under this Subscription Agreement without having received the Subscriber’s prior written consent;

(iii) Newco shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;

(iv) except where the failure to so obtain or make would not prevent Newco from consummating the transactions contemplated hereby, including the issuance and sale of the Shares to the Subscriber, all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including Nasdaq and the Toronto Stock Exchange and any stockholder approval required by applicable rules and regulations of Nasdaq and the Toronto Stock Exchange) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares) required to be made in connection with the issuance and sale of the Shares shall have been obtained or made, except for (i) the filing of a report with the applicable Canadian securities regulators on Form 45- 106F1, prepared and executed in accordance with NI 45-106 (defined below) within 10 days from the date of the distribution of the Shares, accompanied by any applicable prescribed fees; (ii) the filing of a report with the Ontario Securities Commission on Form 72-503F prepared and executed in accordance with OSC Rule 72-503 – Distributions Outside of Canada within 10 days from the date of the distribution of the Shares outside of Canada; and (iii) the delivery of a copy of the investor presentation of Newco (the “Investor Presentation”) and a form of this Agreement to the Ontario Securities Commission within 10 days from the date of distribution of the Shares in the Province of Ontario;

(v) there has not occurred any Material Adverse Effect (as defined in the Transaction Agreement) since the date of this Subscription Agreement that is continuing, which the parties to the Transaction Agreement have not waived; and

(vi) the Subordinate Voting Shares shall have been approved for listing on Nasdaq.

4. Newco Representations and Warranties. Newco represents and warrants to each of Subscriber and the Placement Agents (as defined below) that:

(a) Newco is a corporation, duly organized, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Business Corporations Act (Ontario). Newco has the requisite corporate power and authority to own, lease and operate its properties, if any, and carry on its businesses as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement and the Transaction Agreement, except where the failure to have such power or authority would not have a Material Adverse Effect on Newco.

(b) All corporate action required to be taken by Newco’s board of directors and shareholder(s) in order to authorize Newco to enter into this Subscription Agreement and the Transaction Agreement, and to issue the Shares at the Closing, and as of the Closing, will have been taken by Newco’s board of directors and shareholders. Each of this Subscription Agreement and the Transaction Agreement has been duly authorized, executed and delivered by Newco and is enforceable against Newco in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, (ii) principles of equity, whether considered at law or equity and (iii) except as rights to indemnity and contribution may be limited by applicable law.

(c) Upon Closing, the Shares will have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be free and clear of any liens or other restrictions whatsoever (other than any liens or restrictions created by Subscriber or imposed by applicable securities laws) in accordance with the terms of this Subscription Agreement, and will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under Newco’s organizational documents, applicable law or any contract or agreement to which Newco is a party.

(d) As of the date hereof, Newco’s authorized share capital is an unlimited number of common shares, of which, there is one common share outstanding. Prior to the Closing Date, Newco’s authorized capital will consist of an unlimited number of multiple voting shares, an unlimited number of Subordinate Voting Shares and an unlimited number of preferred shares, issuable in series, of which, prior to consummation of the transactions contemplated by this Subscription Agreement and the Transaction, one multiple voting share will be outstanding. All of Newco’s outstanding shares will, as of the Closing Date, be, duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Business Corporations Act (Ontario), the articles of incorporation, any by-laws, each as may be amended, of Newco or any contract or agreement to which Newco is a party. None of the outstanding Newco shares have been issued in violation of any applicable securities laws. Except as set forth above in this Subscription Agreement, the Transaction Agreement and the other agreements and arrangements referred to therein, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Newco any equity interests in Newco or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, there are no shareholders’ agreements, voting trusts or other agreements or understandings to which Newco is a party or by which it is bound relating to the voting of any securities of Newco other than as contemplated by the Transaction Agreement. There are no securities or instruments issued by or to which Newco, Target or their affiliates is a party containing anti- dilution or similar provisions that will be triggered, and not fully waived by the holder of such securities or instruments pursuant to a written agreement or consent, by the issuance of the Subscribed Shares.

(e) Assuming the accuracy of Subscriber’s representations and warranties in Section 6, the execution, delivery and performance of this Subscription Agreement and the Transaction Agreement and the consummation by Newco of the transactions that are the subject of this Subscription Agreement (including the issuance and sale of the Shares) and the Transaction Agreement in compliance herewith will be done in accordance with the rules of Nasdaq and the Toronto Stock Exchange and none of the foregoing will result in (i) a material breach or material violation of any of the terms or provisions of, or constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Newco or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which Newco or any of its subsidiaries is a party or by which Newco or any of its subsidiaries is bound or to which any of the property or assets of Newco is subject, which would have a Material Adverse Effect on Newco or materially affect the validity of the Shares or the legal authority or ability of Newco to perform in all material respects its obligations under this Subscription Agreement or the Transaction Agreement; (ii) any material violation of the provisions of the organizational documents of Newco; or (iii) any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Newco or any of its properties that would have a Material Adverse Effect on Newco. For purposes of this Subscription Agreement, a “Material Adverse Effect” with respect to any person means any fact, event, occurrence, change or effect that would reasonably be expected to have material adverse effect on the business, properties, financial condition, shareholders’ equity or results of operations of such person.

(f) Other than with the Placement Agents, Newco has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement, including for which Subscriber would be reasonably expected to become liable (it being understood that Subscriber will effectively bear its pro rata share of any such expense indirectly as a result of its investment in Newco).

(g) Newco is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(h) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 6, in connection with the offer, sale and delivery of the Shares in the manner contemplated by this Subscription Agreement, it is not necessary to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The Shares (i) were not offered to Subscriber by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws, or, if applicable, any Canadian securities laws.

(i) At the time of issuance, the Shares will not derive more than 50% of their respective fair market value directly or indirectly from one or any combination of (i) real or immovable property situated in Canada, (ii) Canadian resource properties (as defined in the Income Tax Act (Canada)) (the “ITA”), (iii) timber resource properties as defined in the ITA, or (iv) options in respect of, or interests in, or for civil law rights in, property described in any of preceding clauses (i) to (iii), whether or not the property exists.

(j) On or after the date hereof, Newco, Target or their affiliates may enter into other subscription agreements or similar agreements (collectively, “Other Subscription Agreements”) with any other subscribers (collectively, “Other Subscribers”) for Subordinate Voting Shares (or other securities). Other than the Other Subscription Agreements and the Transaction Agreement, Newco has not entered into any similar agreement with any Other Subscriber in connection with the Offering. The Other Subscription Agreements reflect the same Purchase Price and no Other Subscription Agreement includes terms and conditions that are materially more advantageous to any such Other Subscriber than Subscriber hereunder, unless Subscriber has been offered the substantially similar benefits, and such Other Subscription Agreements have not been amended, modified or waived in any material respect following the date of this Subscription Agreement unless Subscriber has been offered a substantially similar amendment; however, such provision shall not apply with respect to any sale of securities of Newco or securities exchangeable for securities of Newco to a governmental entity in connection with government funding.

(k) Except for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Newco or materially affect the validity of the Shares or the legal authority or ability of Newco to perform in all material respects its obligations under this Subscription Agreement or the Transaction Agreement, as of the date hereof, there is no (i) action, suit, claim or other proceeding by or before any governmental or other regulatory or self-regulatory agency, entity or body with authority or jurisdiction over Newco, pending, or, to the knowledge of Newco, threatened in writing against Newco, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against Newco.

(l) Newco is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement, including the issuance of the Shares (other than (i) filings required by the Securities Act or the rules of the SEC, (ii) filings required by applicable state securities laws or applicable Canadian securities laws, (iii) the filings required in accordance with Section 7, (iv) consents required for the consummation of the Transaction as contemplated by the Transaction Agreement, (v) those required by Nasdaq and the Toronto Stock Exchange, (vi) compliance with and filings pursuant to applicable antitrust or other competition laws, and (vii) pursuant to funding agreements with governmental entities, and (viii) consents or other approvals, waivers or authorizations required for the consummation of the transactions contemplated by this Subscription Agreement that Newco reasonably expects to receive on or prior to the Closing), in each case the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Newco.

(m) Newco understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by Subscriber.

(n) Except for such matters as have not had and would not reasonably be expected to have a Material Adverse Effect on Newco, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator with competent jurisdiction pending, or, to the knowledge of Newco, threatened in writing against Newco, or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator with competent jurisdiction outstanding against Newco.

(o) Neither Newco nor any person acting on their behalf has, directly or indirectly, at any time within the past thirty (30) calendar days, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by Newco as contemplated hereby or the other securities as contemplated by the Other Subscription Agreements or (ii) cause the offering of the Shares pursuant to this Subscription Agreement or the other securities pursuant to the Other Subscription Agreements to be integrated with any prior offerings by Newco for purposes of the Securities Act or, any applicable stockholder approval provisions. Neither Newco nor any person acting on its behalf (other than the Placement Agents (as defined below) and their respective persons acting on their behalf in such capacity, has offered or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably be expected to subject the offer, issuance or sale of the Shares or the other securities, as contemplated pursuant to this Subscription Agreement to the registration provisions of the Securities Act.

(p) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to Newco.

(q) Newco is in compliance with all applicable laws, except where such non-compliance would not be reasonably likely to have a Material Adverse Effect on Newco. Newco has not received any written communication from a governmental authority that alleges that Newco is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Newco.

(r) Upon consummation of the Transaction, the Subordinate Voting Shares will be registered pursuant to Section 12(b) of the Exchange Act and will be listed for trading on Nasdaq and the Toronto Stock Exchange. The Subordinate Voting Shares will be eligible for clearing through The Depository Trust Company, through its Deposit/Withdrawal At Custodian (DWAC) system, and Newco will be eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Subordinate Voting Shares. Newco’s transfer agent will be a participant in DTC’s Fast Automated Securities Transfer Program.

(s) Newco is not, and immediately after receipt of payment for the Securities and the other securities and consummation of the Transaction, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(t) Neither Newco nor any of its controlled affiliates (i) is, or will be at or immediately after the Closing, a person of a country of concern, as such term is defined in 31 C.F.R. § 850.221 (a “Covered Person”), (ii) directly or indirectly hold, or will hold at or immediately after the Closing, a board seat on, a voting or equity interest in, or any contractual power to direct or cause the direction of the management or policies of, any Covered Person, or (iii) is engaged, or has plans to engage, or will be engaged at or immediately after the Closing, directly or indirectly, in a “covered activity,” as such term is defined in 31 C.F.R. § 850.208.

5. [Reserved].

6. Subscriber Representations, Warranties and Covenants. Subscriber represents and warrants to each of Newco and the Placement Agents as follows, and makes the following covenants:

(a) Subscriber is either a U.S. investor, a Canadian investor or non-U.S. investor (including a Canadian investor) as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i), (ii) or (iii) below:

(i) Applicable to U.S. investors: At the time Subscriber was offered the Shares, it was, and as of the date hereof, Subscriber is (x) a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7) or (9) of Regulation D under the Securities Act) as indicated in the questionnaire attached as Exhibit A hereto, and (y) is not an underwriter (as defined in Section 2(a)(11) of the Securities Act) and is acquiring the Shares only for its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber is not an entity formed for the specific purpose of acquiring the Shares. Subscriber understands that the offering meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J). Subscriber acknowledges that it is an institutional account as defined in FINRA Rule 4512(c). Accordingly, Subscriber understands that the offering meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

(ii) Applicable to investors resident in or located in a province of Canada or subject to such securities laws (each, a “Canadian investor”): At the time Subscriber was offered the Shares, it was, and as of the date hereof, Subscriber is and as of the Closing Date, will be (v) an “accredited investor” as defined for the purposes of Section 2.3 of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) or Section 73.3 of the Securities Act (Ontario), as applicable as indicated in the questionnaire attached as Exhibit B hereto, or alternatively, purchasing the Shares in reliance on the “minimum amount exemption” contained in Section 2.10 of NI 45-106 (the “Minimum Amount Exemption”), (w) purchasing (or deemed to be purchasing) the Shares as principal, (x) not created, nor used, solely to purchase or hold securities as an accredited investor described in paragraph (m) of the definition of “accredited investor” in Section 1.1 of NI 45-106 or in order to rely on the Minimum Amount Exemption, as applicable, (y) not an individual, and (z) is a “permitted client” as defined in Section 1.1 of National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations. Each Canadian investor purchasing Shares in reliance on the Minimum Amount Exemption is deemed to have received notice of the legend in Exhibit B hereto.

(iii) Applicable to non-U.S. investors (including Canadian investors): Subscriber acknowledges and agrees that the sale of the Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). Subscriber is not a U.S. Person (as defined in Regulation S), it is acquiring the Shares in an offshore transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the Shares hereunder outside of the United States. Subscriber is not relying on any statements or representations made in connection with the transactions contemplated hereby other than the representations contained in this Subscription Agreement. Subscriber acknowledges and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.

(b) Subscriber acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act or applicable Canadian securities laws and that the Shares delivered at the Closing will not have been registered under the Securities Act or qualified by prospectus under applicable Canadian securities laws. Subscriber acknowledges and agrees that the Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act except (i) to Newco or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Shares delivered at the Closing shall contain a legend or restrictive notation to such effect. Subscriber acknowledges that the Shares will not immediately be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber acknowledges and agrees that the Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber in Canada or to a Canadian investor absent the qualification of such Shares by prospectus or an exemption from, or not being subject to, the prospectus requirements of applicable Canadian securities laws. Subscriber acknowledges and agrees that the Shares, until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. Subscriber acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. If certificates representing the Shares or direct registration statements are issued to Canadian investors, such certificates or statements will bear the following legend, and if the Shares are issued in book-entry form, the Subscriber acknowledges that: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE CLOSING DATE]”.

(c) Subscriber acknowledges and agrees that Subscriber is purchasing Shares directly from Newco. Subscriber further acknowledges that, other than those representations, warranties, covenants and agreements of Newco included in this Subscription Agreement, there have been no representations, warranties, covenants and agreements made to Subscriber by Newco, Crane Harbor, the Target, the Placement Agents, or any of their respective officers or directors or other Representatives, or any other party to the Transaction, person or entity, expressly or by implication. Except for the representations, warranties and agreements of Newco expressly set forth in this Subscription Agreement, Subscriber is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of Newco, Crane Harbor and the Target, including all business, legal, regulatory, accounting, credit and tax matters; provided, that neither the due diligence investigation conducted by Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by Subscriber herein shall modify, amend or affect Subscriber’s right to rely on the truth, accuracy and completeness of Newco’s representations and warranties contained herein.

(d) Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, Subscriber acknowledges that, it has received and reviewed the following items (collectively, the “Disclosure Documents”): (i) the final prospectus of Crane Harbor, dated as of April 24, 2025 (File No. 333-284852) (the “IPO Prospectus”), (ii) each SEC Report filed by Crane Harbor with the SEC following the filing of the IPO Prospectus through the date of this Subscription Agreement, (iii) the Transaction Agreement, and (iv) the Investor Presentation. Subscriber understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following the Transaction Closing. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask Newco’s management questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. Subscriber has conducted its own investigation of Newco, Crane Harbor, the Target and the Shares and Subscriber has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares. Subscriber acknowledges that Subscriber shall be responsible for any of Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that none of Newco, Crane Harbor, the Target, the Placement Agents or their respective affiliates or advisors have provided any tax advice or any other representations or guarantee regarding the tax consequence of the transactions contemplated by this Subscription Agreement. Subscriber acknowledges that it has reviewed the documents made available to Subscriber by Newco, Crane Harbor and the Target. Subscriber further acknowledges that the information contained in the Disclosure Documents is subject to change, and that any changes to the information contained in the Disclosure Documents, including any changes based on updated information or changes in terms of the Transaction, shall in no way affect Subscriber’s obligation to purchase the Shares hereunder, except as otherwise provided herein, and that, in purchasing the Shares, Subscriber is not relying upon any projections contained in the Investor Presentation.

(e) Subscriber became aware of the Offering of the Shares solely by means of direct contact between Subscriber and Newco, Crane Harbor, the Target or the Placement Agents, or a representative of Newco, Crane Harbor, the Target or the Placement Agents, and the Shares were offered to Subscriber solely by direct contact between Subscriber and Newco, Crane Harbor, the Target or the Placement Agent, or a representative of the foregoing. Subscriber acknowledges that Newco represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) to Newco’s knowledge, are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, any state securities laws, or any Canadian securities laws. Subscriber has a substantive pre- existing relationship with Newco, Crane Harbor or the Target or one or more of their respective affiliates or advisors, including the Placement Agents. Neither Subscriber, nor any of its directors, officers, employees, agents, shareholders or partners, has either directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the Offering.

(f) Subscriber acknowledges that (i) the Placement Agents, Crane Harbor, Newco or the Target and their respective Representatives hereafter may come into possession of, information regarding Crane Harbor, Newco or the Target that is material non-public information, including material facts and material changes which have not been generally disclosed, and is not known to Subscriber (“Excluded Information”), (ii) Subscriber has determined to enter into this Subscription Agreement to purchase the Shares notwithstanding Subscriber’s lack of knowledge of the Excluded Information, and (iii) none of the Placement Agents, Crane Harbor, Newco nor the Target shall have liability to Subscriber, and Subscriber hereby waives and releases any claims Subscriber may have against Placement Agents, Crane Harbor, Newco and/or the Target, to the maximum extent permitted by law, with respect to the nondisclosure of the Excluded Information.

(g) Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Investor Presentation. Subscriber is able to fend for itself in the transactions contemplated herein and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber (i) is a sophisticated investor, experienced in investing in private placement transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (ii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Shares and participation in the Offering (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to Subscriber, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under Subscriber’s organizational or constituent documents or under any law, rule, regulation, agreement or other obligation by which Subscriber is bound and (v) are a fit, proper and suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Shares. The Subscriber will not look to Morgan Stanley & Co. LLC, CIBC World Markets Corp., Cohen & Company Capital Markets and JonesTrading Institutional Services LLC or any of their respective affiliates, in their capacity as placement agents (each, a “Placement Agent” and collectively, the “Placement Agents”), for all or part of any such loss or losses the Subscriber may suffer. The Subscriber represents that: (i) it is able to sustain a complete loss on its investment in the Shares; (ii) has no need for liquidity with respect to its investment in the Shares; and (iii) has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Shares.

(h) Alone, or together with any professional advisor(s), Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in Newco. Subscriber acknowledges specifically that the possibility of total loss of the Aggregate Purchase Price exists. Subscriber further acknowledges that it has not relied (and disclaims reliance) on any statements or other information provided by or on behalf of any Placement Agent or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning Newco, Crane Harbor, the Target, the Transaction Agreement, this Subscription Agreement or the transactions contemplated under this Subscription Agreement or the Transaction Agreement, the Shares or the offer and sale of the Shares.

(i) In making its decision to purchase the Shares, Subscriber has relied solely upon independent investigation made by Subscriber and the representations and warranties of Newco expressly set forth in Section 4 hereof. Subscriber acknowledges and agrees that Subscriber has (i) received, reviewed and understood the offering materials made available to Subscriber in connection with the Offering, (ii) had access to, and an adequate opportunity to review, financial and other information as Subscriber deems necessary in order to make an investment decision with respect to the Shares, (iii) had the opportunity to ask questions of and receive answers from Newco, and (iv) conducted and completed Subscriber’s own independent due diligence with respect to the Transaction.

(j) Subscriber understands and agrees that no federal, state, provincial or other agency has passed upon or endorsed the merits of the Offering or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Disclosure Documents. Subscriber acknowledges that none of the Placement Agents has prepared any of the Disclosure Documents.

(k) If an entity, Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. Subscriber has the power and authority to enter into, deliver and perform Subscriber’s obligations under this Subscription Agreement.

(l) The execution, delivery and performance by Subscriber of this Subscription Agreement are within the powers of Subscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with any law, statute, rule or regulation applicable to Subscriber, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Subscriber is a party or by which Subscriber is bound, and, if Subscriber is not an individual, will not violate any provisions of Subscriber’s organizational documents. The signature on this Subscription Agreement is genuine, and the signatory, if Subscriber is an individual, has legal competence and capacity to execute the same or, if Subscriber is not an individual the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms.

(m) (1) Subscriber is not, nor, to the extent it has them, any of its equity holders, managers, general or limited partners, directors, affiliates or executive officers are not, a "covered person" as described in Rule 506(d)(1) under the Securities Act, or (2) if Subscriber, and to the extent it has them, any of its equity holders, managers, general or limited partners, directors, affiliates or executive officers, are a covered person, none of them are subject to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Subscriber has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The acquisition of Shares by Subscriber will not subject Newco to any Disqualification Event.

(n) Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to Newco.

(o) If a Canadian investor:

(i) Subscriber acknowledges that the securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the Disclosure Documents contain a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. Subscriber should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

(ii) The funds representing the aggregate subscription price for the Shares which will be advanced by Subscriber hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (for the purposes of this paragraph, the “PCMLTFA”); or equivalent legislation in any other jurisdictions and the Subscriber acknowledges that Newco may in the future be required by law to disclose the name of the Subscriber and other information relating to this Subscription Agreement and the subscription hereunder, on a confidential basis pursuant to the PCMLTFA, or other laws or regulations. To the best of Subscriber’s knowledge (a) none of the subscription funds provided by the Subscriber (i) have been or will be derived directly or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person (A) with whom Newco would be prohibited from dealing with under applicable money laundering, terrorist financing, economic sanctions, criminal or other similar laws or regulations, or (B) who has not been identified to Subscriber. Subscriber hereby covenants that it shall promptly notify Newco if the Subscriber discovers that any of the foregoing representations ceases to be true, and to provide Newco with appropriate information in connection therewith.

(iii) Subscriber acknowledges and represents that neither it nor its affiliates or their respective officers and directors are: (a) a person or entity identified on a list established under section 83.05 of the Criminal Code or in any regulations or orders made under (i) the United Nations Act (Canada), (ii) the Special Economic Measures Act (Canada), (iii) the Freezing Assets of Corrupt Foreign Officials Act (Canada), (iv) the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada), or other similar legislation or regulations enacting any economic or financial sanctions, laws, regulations, embargoes, or restrictive measures imposed, administered or enforced by Canada (collectively, “Canadian Sanctions Regulations”); or (b) beneficially owned (25% or greater), held, or controlled by or on behalf of a person or entity identified on a list made under Canadian Sanctions Regulations.

(iv) Subscriber acknowledges and consents to the fact that Newco is collecting the Subscriber’s personal information (as that term is defined under applicable privacy legislation, including, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time) for the purpose of completing this Subscription Agreement and the transactions contemplated hereby. Subscriber acknowledges and consents to Newco retaining such personal information for as long as permitted or required by law or business practices. The Subscriber further acknowledges and consents to the fact that Newco or its representatives may be required by securities laws, the rules and policies of any stock exchange or the rules of the Canadian Investment Regulatory Organization or otherwise by applicable law to provide regulatory authorities with any personal information provided under this Subscription Agreement. In addition to the foregoing, the Subscriber agrees and acknowledges that Newco may use and disclose the Subscriber’s personal information as follows: (A) for internal use with respect to managing the relationships between and contractual obligations of Newco and Subscriber; (B) for use and disclosure for income tax related purposes, including, without limitation, where required by law, disclosure to the Canada Revenue Agency (C) for disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trades and similar regulatory filings; (D) for disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; (E) for disclosure to professional advisers of Newco in connection with the performance of their professional services; (F) for disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the Subscriber’s prior written consent; (G) for disclosure to a court determining the rights of the parties under this Subscription Agreement; or (H) for use and disclosure as otherwise required or permitted by law.

(v) Subscriber authorizes the indirect collection of certain personal information by the applicable securities regularity authority or regulator of the local Canadian jurisdiction and confirms that Subscriber has been notified by Newco: (A) that Newco will be delivering such personal information to the applicable securities regulatory authority or regulator of the local Canadian jurisdiction, including Subscriber’s full name, residential address, telephone number, email address, the number of Shares subscribed for by the Subscriber, the aggregate subscription price for such Shares, the prospectus exemption relied on, whether the Subscriber is an “insider” of Newco or a “registrant”, each as defined under Canadian securities laws, and the date of distribution of the Shares; (B) that such personal information is being collected indirectly by the applicable securities regulatory authority or regulator under the authority granted to it under Canadian securities laws; (C) that such personal information is being collected for the purpose of the administration and enforcement of Canadian securities laws; and (D) the Subscriber may contact public officials of the provincial regulatory authorities with respect to questions about the security regulatory authority’s or regulator’s indirect collection of such information. The contact information is set out in Exhibit C hereto.

(p) Subscriber has, and on each date any portion of the Aggregate Purchase Price would be required to be funded to Newco pursuant to this Subscription Agreement will have, sufficient immediately available funds to pay the Aggregate Purchase Price.

(q) Other than with respect to its affiliates, Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of Newco (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

(r) If, solely for purposes of clause (i) below, Subscriber is an employee benefit plan that is subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code, Subscriber represents and warrants that (i) neither Newco, nor any of its respective affiliates has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Shares, and none of Newco or any of its respective affiliates shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Shares and (ii) the acquisition and holding of the Shares by Subscriber or any affiliate thereof will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code, or any applicable similar law.

(s) Subscriber understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by Newco.

(t) Subscriber acknowledges that each of Morgan Stanley & Co. LLC and Cohen & Company Capital Markets is acting as financial advisor to the Target in connection with the Transaction. Subscriber further acknowledges that no Placement Agent is acting as an underwriter or will otherwise be construed as a fiduciary for Subscriber in connection with the Transaction.

(u) Subscriber acknowledges that it has no present plan or intention, and is not under any binding obligation, either on the date hereof or on the Closing, to sell, exchange or otherwise dispose of the Shares acquired pursuant to this Subscription Agreement, other than binding commitments it may have to transfer and/or pledge such Shares to a prime broker under and in accordance with its prime brokerage agreement with such broker.

7. Registration Rights.

(a) Newco agrees that, within 30 calendar days after the Transaction Closing (the “Filing Deadline”), it will file or confidentially submit with the SEC a registration statement registering the resale of the Shares (the “Registration Statement”), and shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, and, in any event, no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies Newco that it will “review” the Registration Statement) following the Filing Deadline and (ii) within 5 calendar days of receiving a notice from the SEC (orally or in writing, whichever is earlier) that such Registration Statement will not be "reviewed" or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, that if such day falls on a Saturday, Sunday or day on which banks are closed for business in Toronto, Ontario, or New York City, New York, the Effectiveness Deadline shall be extended to the next business day on which the SEC is open for business. Newco will use its commercially reasonable efforts to cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective and free of any material misstatement or omission with respect to the Shares until the earliest of (i) the date on which Subscriber ceases to hold the Shares covered by such Registration Statement, or (ii) on the first date on which Subscriber can sell all of its Shares (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act (“Rule 144”) without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for Newco to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). For as long as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, Newco shall use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to the Registration Statement or Rule 144 under the Securities Act (when Rule 144 under the Securities Act becomes available to Newco), as applicable, qualify the Shares for listing on the applicable stock exchange on which the Subordinate Voting Shares are then listed, and update or amend the Registration Statement as necessary to include the Shares. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 under the Exchange Act, of the Shares to Newco (or its successor) upon reasonable request to assist Newco in making the determination described above. Newco’s obligations to include the Shares in the Registration Statement are contingent upon Subscriber furnishing in writing such information regarding Subscriber, the securities of Newco held by Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by Newco to effect the registration of the Shares, and shall execute such documents in connection with such registration as Newco may reasonably request that are customary of a selling shareholder in similar situations, provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. If the SEC prevents Newco from including any or all of the Shares proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of Newco securities by the applicable shareholders or otherwise, (x) such Registration Statement shall register for resale such number of Newco securities which is equal to the maximum number of securities as is permitted by the SEC and (y) the number of Newco securities to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, Newco shall amend the Registration Statement or file a new Registration Statement (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 7. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by Newco to file the Registration Statement by the Filing Deadline shall not otherwise relieve Newco of its obligations to cause Newco to file the Registration Statement or effect the registration of the Shares set forth in this Section 7. For as long as Subscriber holds the Shares issued pursuant to this Subscription Agreement, Newco will use commercially reasonable efforts to (A) make and keep public information available, as those terms are understood and defined in Rule 144, (B) file in a timely manner all reports and other documents with the SEC required under the Exchange Act, as long as Newco remains subject to such requirements, and (C) provide all customary and reasonable cooperation necessary, in each case, to enable Subscriber to resell the Shares pursuant to the Registration Statement or Rule 144 (when Rule 144 becomes available to Subscriber), as applicable.

(b) Newco shall file with the Ontario Securities Commission preliminary and final non- offering prospectuses of Newco, and obtain receipts from the Ontario Securities Commission therefor, such that Newco shall become a “reporting issuer” (within the meaning of applicable Canadian securities laws) in the Province of Ontario before the Transaction Closing.

(c) Newco shall, at its sole expense, advise Subscriber as promptly as practicable, and in any event, within two business days: (i) when a Registration Statement or any amendment thereto has been filed with the SEC and when a Registration Statement or any post-effective amendment thereto has become effective; (ii) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by Newco of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein do not include any untrue statements of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, that Newco shall not be required to disclose the details of such event. Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times as Newco is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, Newco agrees that it shall, as soon as practicable, use its commercially reasonable efforts to prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d) Newco may delay filing or suspend the use of any such registration statement if it determines in good faith that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of Newco or would require premature disclosure of information that could materially adversely affect Newco (each such circumstance, a “Suspension Event”); provided, that Newco agrees that it may not delay or suspend the Registration Statement on more than two occasions or for more than 45 consecutive calendar days, or more than 90 total calendar days, in each case during any consecutive 12-month period and Newco shall use commercially reasonable efforts to make such registration statement available for the sale by Subscriber of such securities as soon as practicable thereafter. Upon receipt of any written notice from Newco of the happening of any Suspension Event during the period that the Registration Statement is effective, which notice shall be given no later than two business days from the date of such Suspension Event, or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that it will (i) immediately discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives (A) (x) copies of a supplemental or amended prospectus (which Newco agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment has become effective or (B) notice from Newco that it may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered by Newco except (A) for disclosure to Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as otherwise required by applicable law or subpoena. If so directed by Newco, Subscriber will deliver to Newco or destroy all copies of the prospectus covering the Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply to (i) the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies stored electronically on archival servers as a result of automatic data back-up.

(e) Subscriber may deliver written notice (an “Opt-Out Notice”) to Newco requesting that Subscriber not receive notices from Newco otherwise required by Section 7; provided, however, that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) Newco shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to the Subscriber’s intended use of an effective Registration Statement, Subscriber will notify Newco in writing at least two business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 7(e)) and the related suspension period remains in effect, Newco will so notify Subscriber, within one (1) business day of Subscriber’s notification to Newco, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion of such Suspension Event immediately upon its availability.

(f) From and after the Closing, Newco agrees to indemnify and hold Subscriber, each person, if any, who controls Subscriber within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Subscriber within the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which Subscriber effects or executes the resale of any Shares (collectively, the “Subscriber Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including any reasonable out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by Subscriber Indemnified Parties directly that are (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent insofar as the same are (A) caused by or contained in any information or affidavit so furnished in writing to Newco by Subscriber for use therein, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus in a timely manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a freewriting prospectus (as defined in Rule 405 under the Securities Act) that was not authorized in writing by Newco, or (D) in connection with any offers or sales effected by or on behalf of Subscriber in violation of this Subscription Agreement. Notwithstanding the forgoing, Newco’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Newco (which consent shall not be unreasonably withheld, delayed or conditioned). Newco shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 7 of which Newco is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party.

(g) To the extent the Subscriber is identified as a selling stockholder in the Registration Statement or any other registration statement which covers the Shares, Subscriber agrees to, severally and not jointly with any Other Subscriber in the Offering contemplated hereby or any other selling shareholders using the applicable registration statement, indemnify and hold Newco, and the officers, employees, directors, partners, members, attorneys and agents of Newco, each person, if any, who controls Newco within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Newco within the meaning of Rule 405 under the Securities Act (collectively, the “Newco Indemnified Parties”), harmless against any and all Losses incurred by Newco Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to Newco by Subscriber expressly for use therein. In no event shall the liability of Subscriber under this Section 7(g) be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Shares giving rise to such indemnification obligation. Notwithstanding the forgoing, Subscriber’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld, delayed or conditioned).

8. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of: (a) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; (b) such date and time as the Transaction Agreement is terminated in accordance with its terms; (c) if any of the conditions to Closing set forth in Section 3 are not satisfied or waived as of the Closing Date and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated as of the date of the Transaction Closing; or (d) written notice by either (x) Newco to Subscriber or (y) Subscriber to Newco if the transactions contemplated by this Subscription Agreement are not consummated on or prior to August 3, 2026; provided that (i) nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach, and (ii) the provisions of Sections 8 through 12 of this Subscription Agreement will survive any termination of this Subscription Agreement and continue indefinitely. Newco shall notify Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance with this Section 8, any monies paid by Subscriber to Newco for the Aggregate Purchase Price hereunder shall be promptly (and in any event within three business days) returned to Subscriber, without any deduction for or on account of any tax withholding except as required by law, charges or set-off.

9. Trust Account Waiver. Subscriber hereby represents and warrants that it has read the IPO Prospectus and understands that Crane Harbor has established a trust account (the “Trust Account”) containing the proceeds of its IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Crane Harbor’s public shareholders (including overallotment shares acquired by Crane Harbor’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the IPO Prospectus, Crane Harbor may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their shares in connection with the consummation of Crane Harbor’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Shareholders if Crane Harbor fails to consummate a Business Combination within 24 months after the closing of the IPO, subject to extension by amendment to Crane Harbor’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to Crane Harbor after or concurrently with the consummation of a Business Combination. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) except for redemption and liquidation rights, if any, the Subscriber and its affiliates may have in respect of any Crane Harbor Class A Shares (as defined in the Transaction Agreement) held by it or the release of proceeds from the Trust Account upon consummation of the Transaction, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability, and Subscriber further waives its right to any distributions from the Trust Account with respect to the Shares in the event of Crane Harbor’s liquidation (collectively, the “Released Claims”). Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with Crane Harbor or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Newco and Crane Harbor to induce Newco to enter in this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Newco, Crane Harbor, the Target or any of their respective Representatives, which proceeding seeks, in whole or in part, monetary relief against Newco, Crane Harbor, the Target or any of their respective Representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event Subscriber or any of its affiliates commences any action or proceeding, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Newco, Crane Harbor, the Target or their respective Representatives, as applicable, shall be entitled to recover from Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event Newco, Crane Harbor, the Target or their respective Representatives, as applicable, prevails in such action or proceeding. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 9 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

10. Miscellaneous.

(a) Newco shall use its reasonable best efforts to cause Crane Harbor, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement, to file with the SEC a Current Report on Form 8-K and disseminate a press release (collectively, the “Announcement Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, by the Other Subscription Agreements and by Transaction Agreement. Following the filing and dissemination of the Announcement Disclosure Document, no Subscriber shall be in possession of any material non-public information concerning Newco disclosed to Subscribers by Newco or any of their subsidiaries, or any of its officers, directors, employees, affiliates or agents, including, without limitation, the Placement Agents, in connection with the transactions contemplated by this Subscription Agreement, the Other Subscription Agreements or the Transaction Agreement. In addition, effective upon the issuance of such Announcement Disclosure Document, except as may otherwise be agreed with Subscriber, without Subscriber’s prior written consent (email being sufficient), Newco acknowledges and agrees not to provide material, non-public information to Subscriber and that any and all confidentiality or similar obligations under any agreement, whether written or oral, between Newco any of its subsidiaries or any of its officers, directors, agents, employees or affiliates on the one hand, and the Subscriber or any of its affiliates on the other hand, shall terminate and be of no further force or effect. Notwithstanding anything in this Subscription Agreement to the contrary, each of Newco, Crane Harbor or Target (i) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any press release, without the prior written consent of Subscriber and (ii) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any filing with the U.S. Securities and Exchange Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except (A) as required by the federal securities laws, rules or regulations and Canadian securities laws, including in connection with the filing of a Registration Statement pursuant to Section 7(a), and (B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the U.S. Securities and Exchange Commission or regulatory agency or under the regulations of the Nasdaq or Toronto Stock Exchange. Newco understands and confirms that Subscriber shall be relying on the foregoing covenant in effecting transactions in securities of Newco. If Newco provides material, non-public information or confidential information or proprietary information to Subscriber without Subscriber’s written consent, Newco shall promptly file such information with the SEC pursuant to a Current Report on Form 8-K and the Subscriber shall not be subject to any duty of confidentiality contained herein with respect to such information.

(b) Neither this Subscription Agreement nor any rights or obligations that may accrue to Subscriber hereunder (other than the Shares acquired hereunder, if any, subject to applicable securities laws) may be transferred or assigned by Subscriber without the prior written consent of Newco (which shall not be unreasonably withheld, conditioned or delayed), and any purported transfer or assignment without such consent shall be null and void ab initio; except, that Subscriber may assign, upon providing written notice to Newco, solely to an entity that is affiliated with Subscriber, the right to acquire the Shares hereunder; provided that any such assignment shall not relieve Subscriber from any of its obligations (or its representations and warranties) under this Subscription Agreement and upon the making of such assignment such assignee (i) shall be deemed to have made to Newco all of the representations and warranties of Subscriber contained herein (all of which shall be true and complete as of the date of such assignment and at the Closing) and (ii) shall have agreed to be bound by all of the agreements and other obligations of Subscriber hereunder pursuant to a binding agreement reasonably satisfactory to Newco (without relieving Subscriber from any such agreement or obligation).

(c) Newco may request from Subscriber such additional information as Newco may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Shares, and Subscriber shall provide such information to Newco promptly upon such request, it being understood by Subscriber that Newco may without any liability hereunder reject Subscriber’s subscription prior to the Closing Date in the event Subscriber fails to provide such additional information requested by Newco to evaluate Subscriber’s eligibility or Newco determines that Subscriber is not eligible. On or prior to the Closing Date, Newco and Subscriber shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.

(d) Subscriber acknowledges that Newco, Crane Harbor, the Target, the Placement Agents and others will rely on the acknowledgments, understandings, agreements, representations and warranties of Subscriber contained in this Subscription Agreement as if they were made directly to them. Prior to the Closing, Subscriber agrees to promptly notify Newco if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate such that the conditions set forth in Sections 3(b)(i) and 3(b)(ii) would not be satisfied as of the Closing. Subscriber agrees that the purchase by Subscriber of Shares from Newco will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by Subscriber as of the time of such purchase. Each of Newco and the Subscriber acknowledges and agrees that the Target, Crane Harbor and each Placement Agent are third-party beneficiaries of the representations, warranties and covenants of Newco contained in Section 4 and the Subscriber contained in Section 6 of this Subscription Agreement, and that Crane Harbor and the Target are otherwise express third party beneficiaries of this Subscription Agreement, entitled to enforce the terms hereof against Subscriber as if they were an original party hereto. Except as expressly set forth herein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns. Prior to the Closing, Newco agrees to promptly notify the Subscriber if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate in a manner that would have or would reasonably be expected to have a Material Adverse Effect on Newco.

(e) Each of Newco, Crane Harbor, the Target, and each Placement Agent is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Subscriber shall not issue any press release or make any other similar public statement with respect to the transactions contemplated hereby without the prior written consent of Newco (such consent not to be unreasonably withheld or delayed).

(f) All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

(g) This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought; provided, however, that no modification or waiver by Newco of the provisions of this Subscription Agreement prior to the Transaction Closing shall be effective without the prior written consent of Newco (other than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement). No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or other exercise of any right, power or privilege hereunder.

(h) This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality agreement entered into by Newco and Subscriber in connection with the Offering).

(i) This Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(j) If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(k) This Subscription Agreement may be executed in two or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(l) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that Newco shall be entitled to specifically enforce Subscriber’s obligations to fund the subscription and the provisions of the Subscription Agreement, in each case, on the terms and subject to the conditions set forth herein. The parties hereto further acknowledge and agree: (x) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy; (y) not to assert that a remedy of specific enforcement pursuant to this Section 10(l) is unenforceable, invalid, contrary to applicable law or inequitable for any reason; and (z) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

(m) Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(n) Except where required to comply with applicable securities laws, without Subscriber’s prior written consent (which may be given via email), Newco will not use or disclose the name of Subscriber or its affiliates or advisors or any information relating to Subscriber or this Subscription Agreement, other than to Newco’s lawyers, independent accountants and to other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Without Subscriber’s prior written consent, Newco shall not use the name of Subscriber or any of its affiliates or advisors in any press release issued by Newco or Current Report on Form 8-K filed by Crane Harbor with the SEC in connection with the Transaction Agreement or the execution and delivery of this Subscription Agreement and the filing of any related documentation by Newco or Crane Harbor with the SEC and the Canadian Securities Administrators, except to the extent required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the SEC, the Canadian Securities Administrators or regulatory agency or under Nasdaq or Toronto Stock Exchange regulations.

(o) This Subscription Agreement, and all actions or matters based hereon, or arising out of, under or in connection herewith, or any transaction contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in New York County, New York (and any appellate courts thereof) in any action or proceeding arising out of or relating to this Subscription Agreement, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other proceeding relating to the transactions contemplated by this Subscription Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 10(p). Nothing in this Section 10(o) shall affect the right of any party to serve legal process in any other manner permitted by law. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, DISPUTE, CLAIM, LEGAL ACTION OR OTHER LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(p) All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by facsimile or email, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three business days after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Newco:

Xanadu Quantum Technologies Limited

c/o Xanadu Quantum Technologies Inc.

777 Bay Street, Suite 2902

Toronto, Ontario M5G 2C8

Attn: Christian Weedbrook

Email: christian@xanadu.ai

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

Osler, Hoskin & Harcourt LLP

100 King Street West

Suite 6200

Toronto, Ontario M5X 1B8

Attn: Chad Bayne; James R. Brown;

Email: cbayne@osler.com; jbrown@osler.com

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

Cooley LLP

3 Embarcadero Center 20th Floor

San Francisco, CA 94111-4004

Attn: Kevin Rooney; Garth Osterman; Kristin VanderPas; Peter Byrne

Email: krooney@cooley.com; gosterman@cooley.com; kvanderpas@cooley.com;

pbyrne@cooley.com

Notice to Subscriber shall be given to the address underneath Subscriber’s name on the signature page hereto.

(q) From and after the date hereof, Newco shall not, and shall cause each of its affiliates, representatives and agents to not, provide Subscriber or any of its affiliates, representatives or agents, with any material nonpublic information regarding Newco, any of its affiliates or any other person (“MNPI”) without the express prior written consent of such Subscriber. Newco hereby acknowledges and agrees that neither Subscriber nor any of its affiliates shall have any duty of trust or confidence with respect to, or duty not to trade on the basis of, any MNPI (i) provided by, or on behalf of, Newco, any of its affiliates or any of their respective officers, directors, employees, attorneys, agents or representatives or (ii) otherwise possessed (or continued to be possessed) by Subscriber (or any affiliate, agent or representative thereof) as a result of any breach or violation of any of the covenants set forth in this Agreement. Notwithstanding anything to the contrary herein, in the event that Newco believes that a notice or communication to Subscriber or any of its affiliates, attorneys, agents or representatives contains MNPI, Newco shall, prior to the delivery of such notice or communication, so indicate to Subscriber, and such indication shall provide Subscriber the means to refuse to receive such notice or communication, and in the absence of any such indication, such Subscriber, the other holders of the Shares and their respective affiliates, agents and representatives shall be allowed to presume that all matters relating to such notice or communication do not constitute MNPI.

(r) The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context, any pronoun used in this Subscription Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto” and “hereby” and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement (except Exhibit D hereto), the term: (w) “trading day” shall mean any day on which the Nasdaq and Toronto Stock Exchange are open for trading; (x) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York and Toronto, Ontario are required or are authorized to close for business (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day); (y) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt, any reference in this Subscription Agreement to an affiliate of Crane Harbor prior to the closing of a Business Combination will include Crane Harbor’s sponsor, Crane Harbor Sponsor, LLC, a Delaware limited liability company.

(s) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties may reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.

(t) In connection with any sale, assignment, transfer or other disposition of Newco Subordinate Voting Shares by Subscriber pursuant to Rule 144 or pursuant to any other exemption under the Securities Act and Canadian securities laws such that Newco Subordinate Voting Shares held by Subscriber become freely tradable and upon compliance by Subscriber with the requirements of this Subscription Agreement, if requested by Subscriber, Newco shall use commercially reasonable efforts to cause its transfer agent(s) to remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within three (3) trading days upon any such request therefor from Subscriber; provided, that Newco and the transfer agent(s) have timely received from Subscriber customary representations and other documentation reasonably acceptable to Newco and the transfer agent(s) in connection therewith. Subject to receipt from Subscriber by Newco and the transfer agent(s) of customary representations and other documentation reasonably acceptable in connection therewith, Subscriber may request that Newco remove any legend from the book-entry position evidencing its Shares following the earliest of such time as such Shares (i) have been or are about to be sold or transferred pursuant to an effective registration statement or (ii) have been or are about to be sold pursuant to Rule 144; however, the legend required by applicable Canadian securities law shall remain for the entirety of the applicable period. If restrictive legends are no longer required for such Shares pursuant to the foregoing, Newco shall, in accordance with the provisions of this section and as soon as reasonably practicable and in any case within three trading days of any request therefor from Subscriber accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the transfer agent(s) irrevocable instructions that the transfer agent(s) shall make a new, unlegended entry for such book entry Shares. If the Shares are eligible for resale under Rule 144(b)(1) or any successor provision without the requirement for Newco to be in compliance with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions applicable to the sale or transfer of such Shares, or pursuant to an effective registration statement, Newco will cause its transfer agent to promptly remove all restrictive legends, provided that Newco and the transfer agent(s) have timely received from Subscriber customary representations and other documentation reasonably acceptable to Newco and the transfer agent(s) in connection therewith. To the extent required by the transfer agent(s), Newco shall use commercially reasonable efforts to cause its legal counsel to deliver a customary opinion as soon as reasonably practicable and in any case within three trading days of the delivery of all reasonably necessary representations and other documentation from Subscriber as reasonably requested by the transfer agent. Newco shall be responsible for the fees of its transfer agent(s), the costs of any opinions of its counsel, and all DTC fees associated with such transactions.

11. Independent Nature of Investment. The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under the Other Subscription Agreements. The decision of Subscriber to purchase Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of Newco, Crane Harbor, the Target or any of their respective subsidiaries which may have been made or given by any Other Subscriber or by any agent, employee or other representative of any Other Subscriber, and neither Subscriber nor any of its agents, employees or other representatives shall have any liability to any Other Subscriber (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber pursuant hereto or thereto, shall be deemed to constitute Subscriber and Other Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and Other Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights under this Subscription Agreement, and it shall not be necessary for any Other Subscriber to be joined as an additional party in any proceeding for such purpose.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date first indicated above.

[Subscriber Signature Page to Subscription Agreement]

EXHIBIT A

Accredited Investor Questionnaire

Capitalized terms used and not defined in this Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit A is attached.

The undersigned represents and warrants that the undersigned is an institutional “accredited investor” (an “Accredited Investor”) as such term is defined in Rule 501(a)(1), (2), (3), (7), (8) or (9) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for one or more of the reasons specified below (please check all boxes that apply):

Type of Subscriber. Indicate the form of entity of Subscriber:

Indicate the approximate date Subscriber entity was formed:                                                             .

Initial the line below which correctly describes the application of the following statement to Subscriber’s situation: Subscriber (x) was not organized or reorganized for the specific purpose of acquiring the Shares and (y) has made investments prior to the date hereof, and each beneficial owner thereof has and will share in the investment in proportion to his or her ownership interest in Subscriber.

                             True

                             False

If the “False” line is initialed, each person participating in the entity will be required to fill out a Subscription Agreement.

[Signature Page to Accredited Investor Questionnaire]

EXHIBIT B

CANADIAN ACCREDITED INVESTOR CERTIFICATE

The undersigned (the “Investor”) (or, as the case may be, the disclosed principal on behalf of whom the Investor is contracting for) is a resident of or otherwise subject to the securities legislation of any province of Canada and is an “accredited investor”, as such term is defined in National Instrument 45-106 or subsection 73.3 of the Securities Act (Ontario), because, at the time of the purchase and sale of securities of Xanadu Quantum Technologies Limited (the “Securities”) as set forth in the agreement to which this certificate is attached, the Investor falls within one or more of the following categories:

Please select at least one of the provisions listed below by selecting the corresponding letter and including it on the signature page below.

All amounts are in Canadian dollars.

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

“bank” means a bank named in Schedule I or II of the Bank Act (Canada);

“Canadian financial institution” means

“company” means any corporation, incorporated association, incorporated syndicate or other incorporated organization;

“control person” has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Quebec where control person means any person that holds or is one of a combination of persons that holds

“director” means

“eligibility adviser” means

“entity” means a company, syndicate, partnership, trust or unincorporated organization;

“executive officer” means, for an issuer, an individual who is

“financial assets” means