ACKNOWLEDGEMENT

ACKNOWLEDGEMENT

TO: The Xxxxxxx Group Canada ULC (“Company”)

RE: Termination of Employment Agreement, dated February 19, 2013 (the “Agreement”) between Xxxxxxx X. Xxxxxx (“Xxxxxx”) and Company, effective April 30, 2017

DATE: April 30, 2017

This will confirm that:

1.    The undersigned have reviewed the information contained herein and Company and Xxxxxx confirm that such information sets out the extent of the payments owed pursuant to the Agreement to Xxxxxx upon his termination under the terms of the Agreement, paid/provided in consideration of the General Release delivered by Xxxxxx to Company, provided, however, Xxxxxx complies with the terms set out in the Agreement, the General Release, and this Acknowledgement:

(a) a severance payment equivalent to twenty-four (24) months of Xxxxxx’x base salary in the aggregate gross amount of C$860,256.00, less applicable payroll deductions, payable during a two year period by continuation of regular payroll compensation payments beginning with the first regular payroll period no less than ten (10) days following Xxxxxx’x last day of employment;

(b) a Termination Bonus Amount (as defined in the Agreement) in the gross amount of C$64,519.21 (50% of the greater of (i) the average of annual bonuses for the preceding three calendar years (C$43,012.80) and (ii) the amount of annual bonus earned for 2016 and paid in 2017 (C$129,038.41)), less applicable payroll deductions, payable in a lump sum in the year following the date of termination at the same time that annual bonuses are paid to other senior executives of the Company;

(c) the Prorated Bonus (as defined in the Agreement). Xxxxxx acknowledges and agrees that Xxxxxx is not entitled to any other or additional bonus amount (except for the Termination Bonus Amount and the Prorated Bonus) with respect to the Employment Period or thereafter;

(d) the Accrued Payments (as defined in the Agreement), including (i) accrued and unused vacation of C$38,310.02 (C$10,682.57 for one week carried over from 2016 plus C$27,627.45 for 53.17 hours/7.33 days to be accrued in 2017 by April 30, 2017 (less one vacation day already taken)) and (ii) a pro-rata 2017 contribution of $8,670.00 to a registered retirement plan payable consistent with the Company’s past practices;

(e) to the extent permitted by the relevant benefit plans and policies, continued health benefit coverage during the period beginning on the date of the termination and ending twenty-four (24) months thereafter, provided that Xxxxxx continues to pay his share of the premiums;

(f) to the extent permitted under the terms of any applicable life insurance policy, Xxxxxx may convert the group Company life insurance policies issued in his name, provided that Xxxxxx pays the purchase price of any such life insurance policies, including any fees and expenses associated with such a conversion; and

(g) to the extent and maximum permitted by the Income Tax Act, at Xxxxxx’x written direction, Company shall direct payment from the amounts owed under paragraphs 1(a), (b), (c) and/or (d) (as necessary in the aggregate), into Xxxxxx’x RRSP account (paid directly to Xxxxxx’x financial institution), without tax withholding, such contribution as Xxxxxx directs as an eligible retiring allowance.

IN WITNESS WHEREOF, the parties have executed this Acknowledgement effective as of the date first above written.

The Xxxxxxx Group Canada ULC

By:/s/Xxxxxxx X. Xxxxxx        By:/s/ Xxxxxxx X. Xxxxxxxxxx, Xx.

Xxxxxxx X. Xxxxxx      Xxxxxxx X. Xxxxxxxxxx, Xx.

Chief Executive Officer