Common use of Section 85 Election Clause in Contracts

Section 85 Election. An Eligible Holder who receives Consideration Shares in exchange for Exchanged TargetCo Shares may make an income tax election under subsection 85(1) or subsection 85(2) of the Tax Act, as applicable (and where applicable, under analogous provincial income tax law) with respect to the exchange by providing two signed copies of the necessary prescribed election form(s) to Purchaser (or as otherwise set out in the letter of transmittal, if at all) within 90 days following the Closing Date, duly and properly completed with the details of the Exchanged TargetCo Shares transferred, the applicable agreed amount(s) and all other relevant detail in accordance with applicable law. Thereafter, subject to the election form(s) appearing correct and complete and appearing to comply with the provisions of the Tax Act, the form(s) will be signed by Purchaser and returned to such Eligible Holder (within 90 days after the receipt thereof by Purchaser), at the address indicated on the election form(s), for filing with the appropriate taxation authority by such Eligible Holder. Purchaser will not be responsible for the Eligible Holder’s receipt of forms sent/mailed for this purpose. Purchaser will not be responsible for the proper completion of any election form and will not be responsible for any taxes, interest, penalties or other amounts arising in any way and for any reason with respect to the election or the election form, nor will Purchaser be responsible for the proper and timely filing of the form, and the Eligible Holder will be solely responsible in all these respects. In its sole discretion, Purchaser may choose to sign and return an election form received more than 90 days following the Closing Date, but Purchaser will have no obligation to do so.” 20. Schedule A is hereby deleted in its entirety and is replaced with Exhibit A attached hereto. 21. Schedule C is hereby deleted in its entirety and all references to Schedule C in the Share Exchange Agreement are hereby deleted in their entirety. 22. All references to Schedule D is hereby deleted in their entirety and replaced with Schedule C. 23. All references to Class A Common Shares in the Share Exchange Agreement are hereby deleted in their entirety. 24. All other terms and conditions of the Share Exchange Agreement not in conflict with this Agreement shall remain in full force and effect. 25. The Share Exchange Agreement as amended hereby, is in all other respects, ratified, confirmed and approved.

Section 85 Election. An Nova Shareholders who qualify as Eligible Holders will be afforded the opportunity to transfer Nova Common Shares directly to Allana at 11:59 pm (British Virgin Island time) on the day prior to the Effective Date provided they execute and deliver a Canada Purchase Agreement and a Waiver to Allana at least five Business Days prior to the Filing Date. All such Eligible Holders shall receive, in the aggregate, as consideration a number of Allana Common Shares equal to the product obtained by multiplying the Share Exchange Ratio by the number of Nova Common Shares so transferred to Allana, and the Transfer Escrowed Shares shall be issued and deposited into escrow with the Escrow Agent. Allana agrees to jointly make with any Electing Eligible Holder who receives Consideration Shares in exchange for Exchanged TargetCo Shares may make requests, an income tax election (the “Tax Election”) under subsection 85(1) or of the Tax Act or, in the case of a partnership, under subsection 85(2) of the Tax Act, as applicable Act (and where applicable, under analogous the corresponding provisions of any applicable provincial income tax lawlegislation) with respect to the exchange by providing two signed copies of the necessary prescribed election form(s) to Purchaser (or as otherwise set out in the letter of transmittalmanner and within the time prescribed by such applicable tax provisions, if at all) within 90 days following the Closing Date, duly and properly completed with the details of the Exchanged TargetCo Shares transferred, the applicable agreed amount(s) and all other relevant detail in accordance with applicable law. Thereafteramount determined by such Electing Eligible Holder, subject to the election form(slimitations set out in subsection 85(1) appearing correct and complete and appearing to comply with the provisions 85(2) of the Tax Act, Act (or any applicable provincial tax legislation). Allana agrees to jointly make the form(s) will be signed by Purchaser and returned to such Tax Election only with Electing Eligible Holder (within 90 Holders who provide Allana with the completed election form in respect of the Tax Election no later than 120 days after the Effective Date. Allana will execute any completed election form received and return such form by mail to the Electing Eligible Holder within 30 days of receipt thereof by Purchaser), at the address indicated on the election form(s), thereof. The Electing Eligible Holder shall be solely responsible for filing the form with the appropriate taxation authority by such Eligible HolderTax authority. Purchaser will Allana shall not be responsible for the Eligible Holder’s receipt of forms sent/mailed for this purpose. Purchaser will not be responsible or liable in any matter whatsoever for the proper completion of any election form and will not be responsible for any taxes, interest, penalties or other amounts arising in any way and for any reason with respect to the election or the election form, nor will Purchaser be responsible for the proper and timely filing of any such forms with the form, and the Eligible Holder will be solely responsible in all these respects. In its sole discretion, Purchaser may choose to sign and return an election form received more than 90 days following the Closing Date, but Purchaser will have no obligation to do soappropriate Tax authority or for any penalties for late filing.” 20. Schedule A is hereby deleted in its entirety and is replaced with Exhibit A attached hereto. 21. Schedule C is hereby deleted in its entirety and all references to Schedule C in the Share Exchange Agreement are hereby deleted in their entirety. 22. All references to Schedule D is hereby deleted in their entirety and replaced with Schedule C. 23. All references to Class A Common Shares in the Share Exchange Agreement are hereby deleted in their entirety. 24. All other terms and conditions of the Share Exchange Agreement not in conflict with this Agreement shall remain in full force and effect. 25. The Share Exchange Agreement as amended hereby, is in all other respects, ratified, confirmed and approved.