Special Council Meeting

WHEREAS The Corporation of the Town of Whitby (the “Municipality”) is a party to a Merger Participation Agreement dated July 10, 2018 (the “MPA”) with respect to the amalgamation (the “Amalgamation”) of Whitby Hydro Energy Corporation and Veridian Corporation to form Elexicon Corporation (the “Merged Holdco”), to which is attached a form of Unanimous Shareholder Agreement (the “USA”) to be executed and come into force as at the date of the Amalgamation; AND WHEREAS, under the USA the Municipality may nominate two Independent Directors (as defined below) of Merged Holdco following receipt of a recommendation by the board of directors of Whitby Hydro Energy Corporation; AND WHEREAS the USA provides that the initial board of Merged Holdco shall consist of six independent directors (each, an “Independent Director”) and five directors that are the mayors of the municipal shareholders of the Merged Holdco or such mayor’s designate; AND WHEREAS, the Municipality has received such a recommendation in respect of Patrick McNeil (to serve a two (2) year term) and Lesley Rose (to serve a three (3) year term) (the “Recommended Directors”); AND WHEREAS the USA defines an Independent Director, in relation to a municipality, as an individual that, at the time of his or her appointment to a Board and throughout his or her term as a member of such Board, is not: the Mayor of such municipality; a member of the municipal council of such municipality; a member of a “local board” (as defined in th

That leave be granted to introduce a by-law and to dispense with the reading of the by-law by the Clerk to confirm the proceedings of the Council of the Town of Whitby at its special meeting held on February 25, 2019 and the same be considered read and passed and the Mayor and Clerk sign the same and the Seal of the Corporation be thereto affixed.

That the meeting adjourn. Page 4 of 5 Special Council Minutes February 25, 2019 - 6:30 PM