Innovaglobal-004 040119

COURT FILE NUMBER ioi Cf9
COURT QUEEN’S BENCH OF ALBERTA APR 0 1 2019

JUDICIAL CENTRE CALGARY JUDICiAL CENTRE
C,LG•ARy
PLAINTIFF ATB FINANCIAL, AS AGENT
DEFENDANT INNOVA GLOBAL LTD., INNOVA GLOBAL OPERATING LTD.,

INNOVA GLOBAL LIMITED PARTNERSHIP, 1938247 ALBERTA
LTD., INNOVA GLOBAL HOLDINGS LIMITED PARTNERSHIP,
SHELF COMPANY NO. 79S DE R.L. DE C.V., SHELF COMPANY
NO. 82S DE R.L. DE C.V., INNOVA GLOBAL INC., INNOVA
GLOBAL LLC, BRADEN MANUFACTURING, L.L.C, INNOVA
GLOBAL EUROPE B.V., GLOBAL POWER NETHERLANDS B.V.,
GLOBAL POWER PROFESSIONAL SERVICES NETHERLANDS
B.V., BRADEN-EUROPE B.V., INNOVA GLOBAL LIMITED, and
INNOVA GLOBAL AUSTRALIA PTY LIMITED
DOCUMENT AFFIDAVIT
VOLUME I OF 2
ADDRESS FOR SERVICE McCARTHY TETRAULT LLP

AND CONTACT Barristers and Solicitors
INFORMATION OF PARTY Sean F. Collins / Walker W. MacLeod / Pantelis Kyriakakis
FILING THIS DOCUMENT Suite 4000, 421 Avenue S.W.
Calgary AB T2P 4K9
Phone: 403-260-3531 /3710 / 3536
Fax: 403-260-3501
Email: scollins@mccarthy.ca / wmacleod@mccarthy.ca /
pkyriakakis@mccarthy.ca
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DOCS 19021274
COURT FILE NUMBER 1901- Clerk’s Stamp
COURT QUEEN’S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
PLAINTIFF ATB FINANCIAL, AS AGENT
DEFENDANT INNOVA GLOBAL LTD., INNOVA GLOBAL OPERATING LTD.,

INNOVA GLOBAL LIMITED PARTNERSHIP, 1938247 ALBERTA
LTD., INNOVA GLOBAL HOLDINGS LIMITED PARTNERSHIP,
SHELF COMPANY NO. 79S DE R.L. DE C.V., SHELF COMPANY
NO. 82S DE R.L. DE C.V., INNOVA GLOBAL INC., INNOVA
GLOBAL LLC, BRADEN MANUFACTURING, L.L.C, INNOVA
GLOBAL EUROPE B.V., GLOBAL POWER NETHERLANDS B.V.,
GLOBAL POWER PROFESSIONAL SERVICES NETHERLANDS
B.V., BRADEN-EUROPE B.V., INNOVA GLOBAL LIMITED, and
INNOVA GLOBAL AUSTRALIA PTY LIMITED
DOCUMENT AFFIDAVIT
ADDRESS FOR SERVICE McCARTHY TÉTRAULT LLP

AND CONTACT Barristers and Solicitors
INFORMATION OF PARTY Sean F. Collins / Walker W. MacLeod / Pantelis Kyriakakis
FILING THIS DOCUMENT Suite 4000, 421-7th Avenue S.W.
Calgary AB T2P 4K9
Phone: 403-260-3531 / 3710 / 3536
Fax: 403-260-3501
Email: scollins@mccarthy.ca / wmacleod@mccarthy.ca /
pkyriakakis@mccarthy.ca
AFFIDAVIT OF ALEX CORBETT

Sworn on March 31, 2019
I, ALEX CORBETT, of the City of CALGARY, in the Province of ALBERTA, SWEAR

AND SAY THAT:
1. I am the Managing Director of the Turnaround and Restructuring Group of ATB Financial
(“ATB”). I have been directly involved with the accounts of Innova Global Ltd. (the “Borrower”)
and have had primary responsibility for managing the syndicated secured credit facilities on
behalf of ATB. Additionally, I have reviewed the books and records maintained by and in the
possession of ATB in the ordinary course of business. Based on the aforementioned and upon
such review, I have personal knowledge of the matters and facts hereinafter sworn to, except
where stated to be based on information and belief, in which case, I believe the same to be true.
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2. I am authorized to make this Affidavit on behalf of ATB, as the agent (the “Agent”, when
acting in such capacity) on behalf of ATB, Canadian Imperial Bank of Commerce (“CIBC”), and
Export Development Canada (“EDC”, EDC, CIBC, and ATB are collectively, the “Lenders”)
under the Second Amended and Restated Credit Agreement dated as of October 19, 2018 (the
“SARCA”) among the Borrower, as borrower, the Lenders, as lenders, and the Agent, as
administrative agent, as subsequently amended pursuant to: (i) the First Amending Agreement
made effective as of February 28, 2019 (the “First Amending Agreement”); and (ii) the Second
Amending Agreement effective as of March 8, 2019 (the “Second Amending Agreement”) (the
SARCA, as amended by the First Amending Agreement and the Second Amending Agreement,
is referred to as the “Credit Agreement”). The Facilities were provided by the Lenders to the
Borrower pursuant to the terms of the Credit Agreement. Now shown to me and marked as
Exhibit “A” to this, my Affidavit, is a copy of the SARCA together with the First Amending
Agreement and the Second Amending Agreement; however, in accordance with Rule 13.21(3)
of the Alberta Rules of Court only the First Amending Agreement and the Second Amending
Agreement have been attached hereto.
3. Capitalized terms used herein but not otherwise defined shall have the meaning
ascribed to them in the Credit Agreement.
Summary of Relief Sought
4. The Loan Parties, as at March 25, 2019, were indebted to the Lenders in the amount of
$74,208,597, plus all interest, standby fees, costs, expenses, legal and professional fees and all
other amounts due, accruing due and continuing to accrue in accordance with the terms and
conditions of any Loan Document (collectively, the “Indebtedness”). This Affidavit is sworn in
support of an urgent application by the Agent, which is supported by all of the Lenders, for the
following relief to:
(a) abridge the time for service of the Agent’s application and supporting materials;
(b) appoint PricewaterhouseCoopers Inc., LIT (“PwC”) as receiver and manager (the
“Receiver”) over all of the assets, properties, and undertakings of the five
Canadian Loan Parties and the three US Loan Parties as listed in Exhibit “B”
hereto;
(c) authorize and empower PwC to act as a foreign representative within the
meaning provided for in Title 11 of Chapter 15 of the United States Bankruptcy
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Code (the “US Code”) for the purposes of obtaining foreign recognition of the
within proceedings in the United States on terms and conditions that PwC
considers appropriate; and,
(d) such other and related relief as counsel for Lenders may advise.
The Loan Parties
5. The Loan Parties are in the business of providing project construction, engineering and
related services to clients in multiple jurisdictions around the world and employ approximately
400 people. Their operations can roughly be divided into the following five (5) divisions:
(a) Noise Management (“NM”): Provides industrial noise management solutions for
permanent and temporary industrial facilitates and field equipment. NM is based
in Calgary, Alberta, with sale offices throughout the US and Canada and
performs work on a worldwide basis;
(b) Environmental Services (“ES”): provides environmental solutions to meet air

emissions, regulator, and performance standards as well as other services and
solutions to the gas turbine industry. ES is based in Oklahoma, and carries on
operations under Braden Manufacturing L.L.C.;
(c) Heat Recovery Steam Generator (“HRSG”): develops systems that recover heat
from hot gas steam and is based in Minnesota;
(d) St. George Steel (“SGS”): is a standalone fabricator for large-scale projects; and,
(e) Braden Europe (“BEUR”): designs, manufactures and installs and retrofits
auxiliary equipment for gas turbines in the European marketplace.
The Event of Default and the Director Resignation
6. The Borrower has been in financial difficulty since mid-to-late 2018. In late
February 2019, and as further testified to herein, the Borrower advised the Agent that it
anticipated defaulting on the Credit Agreement because it would be unable to make a required
repayment of $2,500,000 due on February 28, 2019 that resulted from a scheduled reduction of
commitment. The Credit Agreement was amended to extend the date for this repayment on two
separate occasions, once to March 8, 2019 and again to March 15, 2019. The Borrower
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subsequently failed to make the repayment on March 15, 2019 and such failure constituted an
Event of Default. Although the Event of Default at issue under the Credit Agreement was a
significant payment default (and not, by way of example, a reporting default), the Agent and the
Lenders elected not to exercise their right to demand at such time because they remained
desirous of exploring whether the Loan Parties would be able to present a viable plan or
proposal that could be supported by the Lenders and that would address the continuing
solvency challenges of the Loan Parties. The Agent, for and on behalf of the Lenders, did
terminate all remaining availability and commitments under the Credit Agreement by written
notice to the Borrower on March 15, 2019.
7. In the period following March 15, 2019, the Agent, the Lenders, the Loan Parties and
their respective financial and legal advisors have been working to see if there was a
collaborative solution to address the liquidity challenges experienced by the Loan Parties. The
efforts have included continuing discussions with TriWest Capital Partners (“TriWest”), who is
the indirect private equity sponsor of the Loan Parties. TriWest is a sophisticated and well
capitalized investment fund. The Agent and the Lenders have been in discussions with TriWest
for several months because TriWest’s expertise and investment resources present a possible
solution for the Loan Parties. TriWest has now confirmed to the Lenders that it is unwilling to:
(a) invest subordinated debt or equity into the Loan Parties; or (b) purchase all or a portion of
the Indebtedness owed to and Security held by the Lenders. The parties were ultimately unable
to come to a go-forward consensus and the Agent advised the Borrower that it intended to
demand repayment of the Indebtedness on March 31, 2019.
8. Following the Agent’s advice to the Borrower that it intended to issue a demand, Mr. Guy
Martel of Stikeman Elliott LLP, counsel to the Canadian Loan Parties, sent an email to counsel
for the Agent and the Lenders. The email stated that the directors and chief executive officer of
the Canadian Loan Parties intend to immediately resign from their positions. The Canadian
Loan Parties directly or indirectly control all of the other Loan Parties. Absent the immediate
intervention of this Honorable Court by way of the appointment of PwC as receiver and
manager, the resignation of the directors will cause immediate and severe irreparable harm to
the Loan Parties and, by extension, the Agent and the Lenders. The Loan Parties will have no
control or ability to make day to day management decisions regarding their business. The vast
majority of the assets with value that are subject to the Security are accounts receivable and I
am particularly concerned that data and other material information relating to the collection of
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such accounts will be lost if PwC is not appointed. Attached hereto and marked as Exhibit “C”
to this my Affidavit is a copy of the email from Mr. Martel on March 31, 2019.
The Canadian Loan Parties
9. The Canadian Loan Parties consist of the following entities:
(a) Innova Global Ltd. (the “Borrower”), formerly AEM Emissions Management Ltd.,
is a corporation incorporated pursuant to the provisions of the Business
Corporations Act (Alberta) with a registered office located in the City of Calgary.
Attached hereto and marked as Exhibit “D” to this my affidavit, is a copy of the
Alberta Corporate Registry search in respect of the Borrower, dated March 25,
2019.
(b) Innova Global Operating Ltd. (“Innova Operating”), formerly AEM Emissions
Management Operating Ltd., is a corporation incorporated pursuant to the
provisions of the Business Corporations Act (Alberta) with a registered office
located in the City of Calgary. Attached hereto and marked as Exhibit “E” to
this my affidavit, is a copy of the Alberta Corporate Registry search in respect of
Innova Operating, dated March 25, 2019.
(c) Innova Global Limited Partnership (“Innova LP”), formerly AEM Emissions
Management Limited Partnership, is a corporation incorporated pursuant to the
provisions of the Partnership Act (Alberta). Attached hereto and marked as
Exhibit “F” to this my affidavit, is a copy of the Alberta Corporate Registry
search in respect of Innova LP, dated March 25, 2019.
(d) 1938247 Alberta Ltd. (“193 Alberta”), is a corporation incorporated pursuant to

the provisions of the Business Corporations Act (Alberta) with a registered office
located in the City of Calgary. Attached hereto and marked as Exhibit “G” to
this my affidavit, is a copy of the Alberta Corporate Registry search in respect of
193 Alberta, dated March 25, 2019.
(e) Innova Global Holdings Limited Partnership (“Holdings LP”, Holdings LP,
1938247, Innova LP, Innova Operating, and the Borrower are collectively
referred to as, the “Canadian Loan Parties”), a partnership created pursuant to
the provisions of the Partnership Act (Alberta). Attached hereto and marked as
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Exhibit “H” to this my affidavit, is a copy of the Alberta Corporate Registry

search in respect of Holdings LP, dated March 25, 2019.
10. The Borrower is the ultimate parent of the Guarantors which includes the other Canadian
Loan Parties. Now shown to me and attached hereto as Exhibit “I” to this my Affidavit is a
Corporate Organization Chart of all Loan Parties and their respective jurisdictions.
The Credit Agreement
11. Pursuant to the Credit Agreement, the Borrower had access to:
(a) a non-revolving Term Facility in the initial amount of US$13,069,841.69;
(b) a revolving WIP Facility in the initial amount of Cdn.$5,000,000;
(c) a revolving Operating Facility in the amount of Cdn.$37,500,000;
(d) a revolving Swingline Facility, which forms part of the Operating Facility, in the
amount of Cdn.$5,000,000; and,
(e) a revolving LC Facility, in an initial amount of US$15,000,000,
(collectively, the “Facilities”).
12. The Facilities are all term facilities.
13. Pursuant to Section 10.2 of the Credit Agreement, upon the occurrence and during the
continuance of any Event of Default, the Agent on behalf of the Lenders, and with the approval
of the Majority Lenders, shall be entitled to, without limited or restricting other remedies or rights
under contract, at law or in equity, as the Agent and the Majority Lenders may in their sole and
unfettered discretion determine: (i) cease to make or continue any Borrowings hereunder,
notwithstanding any prior receipt by the Agent of a Borrowing Notice, Conversion Notice or a
Rollover Notice or any other event and the Agent may, by written notice to the Borrower, declare
the Total Commitment and the right of the Borrower to apply for further Accommodations to be
terminated; and, (ii) by written notice to the Borrower, declare all Borrowings (including the face
amount of all Bankers’ Acceptances and the undrawn amount of all outstanding Letters of
Credit) and other liabilities and indebtedness (whether matured or unmatured) of the Borrower
to the Agent, the Lenders, and the Creditcard Lenders, to be immediately due and payable (or
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to be due and payable at such later time as may be stated in such notice) without further
demand, presentation, protest, or other notice of any kind.
14. Pursuant to Section 3.1(b) of the Credit Agreement, the Total Operating Facility
Commitment was to reduce by $2,500,000 on February 28, 2019. This commitment reduction
would have resulted in an excess of outstanding Borrowings over the reduced commitment
amount. Pursuant to Section 3.1(b), the Borrower would have been required to repay sufficient
Operating Borrowings on such date to eliminate such excess. Pursuant to the First Amending
Agreement, the commitment reduction and resulting repayment requirement were delayed to
March 8, 2019. Pursuant to the Second Amending Agreement, the commitment reduction and
resulting repayment requirement were further delayed to March 15, 2019. The Total Operating
Facility Commitment was reduced in accordance with Section 3.1(b) of the Credit Agreement on
March 15, 2019 and a repayment requirement on such date arose. The Borrower did not make
the required repayment on March 15, 2019 and an Event of Default resulted therefrom.
Guarantees
15. The Loan Parties guaranteed the Indebtedness pursuant to:
(a) Loan Party Guarantee dated as of January 1, 2016 granted by Innova Global
Operating Ltd. (formerly, AEM Emissions Management Operating Ltd.), 1938247
Alberta Ltd., Innova Global Limited Partnership (formerly AEM Emissions
Management Limited Partnership), Innova Global Inc. (formerly, AEM Emissions
Management Inc. and ATCO Emissions Management Inc.), Innova Global LLC
(formerly, AEM Noise Management LLC and ATCO Noise Management LLC),
Shelf Company No. 79, S. de R.L. de C.V. and Shelf Company No. 82, S. de R.L.
de C.V., as supplemented a guarantor supplement dated September 27, 2017
granted by Innova Global Australia Pty Limited, guarantor supplement dated
September 27, 2017 granted by Innova Global Limited, a guarantor supplement
dated October 11, 2017 granted by Innova Global Holdings Limited Partnership
and a guarantor supplement dated December 13, 2017 granted by Innova Global
Europe B.V., Global Power Netherlands B.V., Global Power Professional
Services Netherlands B.V., Braden-Europe B.V. and Braden Manufacturing,
L.L.C.;
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(b) U.S. Loan Party Guarantee dated as of January 1, 2016 granted by Innova
Global LLC (formerly, AEM Noise Management LLC and ATCO Noise
Management LLC) and Innova Global Inc. (formerly, AEM Emissions
Management Inc. and ATCO Emissions Management Inc.), as supplemented by
a guarantor supplement dated as of December 13, 2017 granted by Braden
Manufacturing, L.L.C.; and,
(c) Amended, Restated and Consolidated Limited Recourse Guarantee dated as of

February 8, 2019 granted by 1941263 Alberta Ltd., 1941198 Alberta Ltd.,
1948354 Alberta Ltd., 1948376 Alberta Ltd., 1948384 Alberta Ltd., 1948398
Alberta Ltd., 1949035 Alberta Ltd., 1949040 Alberta Ltd., 1065630 B.C. Unlimited
Liability Company, 1065642 B.C. Unlimited Liability Company, 1065651 B.C.
Unlimited Liability Company, 2058548 Alberta Ltd. and 2058814 Alberta Ltd.,
(each as otherwise amended, restated, supplemented or otherwise modified and as

previously confirmed from time to time is herein referred to as, a “Guarantee” and
collectively as, the “Guarantees”). Attached hereto and marked as Exhibits “J”, “K”,
and “L”, to this my Affidavit, are a copies of the Guarantees, respectively.
16. All Guarantees are governed by Alberta law.
17. Each Loan Party’s obligations, under their respective Guarantee, are enforceable by the
Agent, upon demand by the Agent for payment, after the occurrence and during the continuance
of an Event of Default, as contemplated and defined in the Credit Agreement.
The Canadian Security
18. As security for all amounts owed by the Canadian Loan Parties to the Agent and the
Lenders, the Canadian Loan Parties entered into the following general security agreements:
(a) General Security Agreement dated as of January 1, 2016 executed by Innova

Global Ltd. (formerly AEM Emissions Management Ltd.), Innova Global
Operating Ltd. (formerly AEM Emissions Management Operating Ltd.), 1938247
Alberta Ltd. and Innova Global Limited Partnership (formerly AEM Emissions
Management Limited Partnership); and,
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(b) General Security Agreement dated as of October 11, 2017 executed by Innova
Global Limited Partnership,
(collectively, the “Canadian General Security Agreements”). Attached hereto and

marked as Exhibits “M” and “N”, to this my Affidavit, are a copies of the Canadian
General Security Agreements.
19. The Canadian General Security Agreements are enforceable upon the occurrence of an
Event of Default, as defined in and contemplated by the Credit Agreement. Additionally,
pursuant to Section 8 therein, upon the occurrence and during the continuance of any Event of
Default under the Credit Agreement (as set in Section 10.1 therein and discussed above), the
Agent will be entitled to exercise any of its rights and remedies specified under the Canadian
General Security Agreements, which includes, among others, the Agent applying to a court of
competent jurisdiction for the appointment of a Receiver.
20. In addition to the Canadian general Security Agreements, the Canadian Loan Parties
also entered into and provided the following additional security agreements:
(a) Pledge Agreement dated as of January 1, 2016 executed by Innova Global Ltd.
(formerly AEM Emissions Management Ltd.) and the Agent;
(b) Pledge Agreement dated as of January 1, 2016 executed by 1938247 Alberta

Ltd. and the Agent;
(c) Pledge Agreement dated as of January 1, 2016 executed by Innova Global

Limited Partnership, formerly, AEM Emissions Management Limited Partnership
and the Agent;
(d) Pledge Agreement dated as of January 1, 2016 executed by Innova Global

Operating Ltd., formerly, AEM Emissions Management Operating Ltd. and the
Agent;
(e) Collateral Assignment of Material Agreements dated as of January 1, 2016

executed by Innova Global Ltd. (formerly AEM Emissions Management Ltd.),
Innova Global Operating Ltd. (formerly AEM Emissions Management Operating
Ltd.), 1938247 Alberta Ltd. and Innova Global Limited Partnership (formerly AEM
Emissions Management Limited Partnership);
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(f) Deposit Account Control Agreement dated as of February 16, 2016 executed by
Innova Global Ltd. (formerly AEM Emissions Management Ltd.), Innova Global
Inc., (formerly AEM Emissions Management Inc. and ATCO Emissions
Management Inc.), Innova Global LLC (formerly AEM Noise Management LLC
and ATCO Noise Management LLC), the Agent and The Bank of Nova Scotia, as
amended by an Amending Agreement dated as of November 19, 2018 executed
by the same parties, and,
(g) Pledge Agreement dated as of October 11, 2017 executed by Innova Global
Holdings Limited Partnership and the Agent,
(collectively, the “Additional Canadian Security Agreements”, the Additional Canadian

Security Agreements and the Canadian General Security Agreements are collectively
referred to as the “Canadian Security”). Attached hereto and marked as Exhibits “O”,
“P”, “Q”, “R”, “S”, “T”, and “U”, to this my Affidavit, are a copies of the Additional
Canadian Security Agreements.
Foreign Security Agreements
21. As security for all amounts owed by the Foreign Loan Parties to the Agent and the
Lenders, the Foreign Loan Parties entered into the following general security agreements, each
granted in favour of the Agent and each as confirmed and/or otherwise amended, modified,
supplemented, or restated from time to time:
(a) Pledge and Security Agreement and Irrevocable Proxy dated as of January 1,
2016 granted by Innova Global Inc., formerly, AEM Emissions Management Inc.,
formerly, ATCO Emissions Management Inc., Innova Global LLC, formerly, AEM
Noise Management LLC, formerly, ATCO Noise Management LLC and accepted
and acknowledged by the Agent, as supplemented by a Joinder to Pledge ad
Security Agreement and Irrevocable Proxy dated as of December 13, 2017
granted by Braden Manufacturing, L.L.C. and accepted and acknowledged by the
Agent;
(b) Floating Lien Pledge Agreement dated as of March 14, 2016 among Shelf
Company No. 79, S. de R.L. de C.V. and the Agent;
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(c) Floating Lien Pledge Agreement dated as of March 14, 2016 among Shelf
Company No. 82 S. de R.L. de C.V. and the Agent;
(d) Debenture dated as of September 27, 2017 between Innova Global Limited and
the Agent;
(e) General Security Deed dated as of September 27, 2017 between Innova Global
Australia Pty Limited and the Agent; and,
(f) Deed of Pledge dated as of December 18, 2017 among Innova Global Europe
B.V., Global Power Netherlands B.V., Global Power Professional Services
Netherlands B.V., Braden-Europe B.V. and the Agent, as supplemented by a
Supplemental Deed of Pledge dated as of November 9, 2018 among Innova
Global Europe B.V., Global Power Netherlands B.V., Global Power Professional
Services Netherlands B.V. and Braden-Europe B.V.,
(collectively, the “Foreign General Security Agreements”). Now shown to me and

marked as Exhibit “V” to this, my Affidavit, is a copy of the Foreign General Security
Agreements together with all amendments thereto; however, in accordance with
Rule 13.21(3) of the Alberta Rules of Court, such Exhibit is not attached hereto.
22. The Foreign General Security Agreements are enforceable upon the occurrence of an
Event of Default, as defined in and contemplated by the Credit Agreement. Additionally,
pursuant to Section 8 therein, upon the occurrence and during the continuance of any Event of
Default under the Credit Agreement (as set in Section 10.1 therein and discussed above), the
Agent will be entitled to exercise any of its rights and remedies specified under the Foreign
General Security Agreements, which includes, among others, the Agent applying to a court of
competent jurisdiction for the appointment of a Receiver.
23. In addition the following security was also provided to the Agent:
(a) U.S. Loan Parties Collateral Assignment of Material Agreements dated as of

January 1, 2016 granted by Innova Global Inc., formerly, AEM Emissions
Management Inc., formerly, ATCO Emissions Management Inc., Innova Global
LLC, formerly, AEM Noise Management LLC, formerly, ATCO Noise
Management LLC;
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(b) Charge Over Securities dated as of September 27, 2017 between Innova Global
Operating Ltd. and the Agent;
(c) Foreign Currency Account Deposit Account Control Agreement dated as of

September 27, 2017 among Innova Global Limited, the Agent and The Bank of
Nova Scotia;
(d) Specific Security Deed dated as of September 27, 2017 among Innova Global
Australia Pty Limited, Innova Global Operating Ltd. and the Agent;
(e) Share Pledge Deed dated as of December 18, 2017 among Innova Global
Operating Ltd., as pledgor, the Agent, as pledgee, and Innova Global Europe
B.V., as the company;
(f) Share Pledge Deed dated as of December 18, 2017 among Innova Global
Europe B.V., as pledgor, the Agent, as pledgee, and Global Power Netherlands
B.V., as the company;
(g) Share Pledge Deed dated as of December 18, 2017 among Global Power
Netherlands B.V., as pledgor, the Agent, as pledgee, and Global Power
Professional Services Netherlands B.V., as the company;
(h) Share Pledge Deed dated as of December 18, 2017 among Global Power
Netherlands B.V., as pledgor, the Agent, as pledgee, and Braden-Europe B.V.,
as the company; and,
(i) Amended, Restated and Consolidated Pledge Agreement dated as of

February 8, 2019 among 1941263 Alberta Ltd., 1941198 Alberta Ltd., 1948354
Alberta Ltd., 1948376 Alberta Ltd., 1948384 Alberta Ltd., 1948398 Alberta Ltd.,
1949035 Alberta Ltd., 1949040 Alberta Ltd., 1065630 B.C. Unlimited Liability
Company, 1065642 B.C. Unlimited Liability Company, 1065651 B.C. Unlimited
Liability Company, 2058548 Alberta Ltd., 2058814 Alberta Ltd. and the Agent,
(collectively, the “Additional Foreign Security Agreements”, the Foreign General

Security Agreements and the Additional Foreign Security Agreements are collectively
referred to as, the “Foreign Security”, the Foreign Security and the Canadian Security
are collectively referred to as, the “Security Agreements”). Now shown to me and
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marked as Exhibit “W” to this, my Affidavit, is a copy of the Additional Foreign Security
Agreements together with all amendments thereto; however, in accordance with
Rule 13.21(3) of the Alberta Rules of Court, such Exhibit is not attached hereto.
PPR Registrations
24. The Agent, for and on behalf of itself and the Lenders perfected its security interests
under the Security Agreements and as and against the Loan Parties’ present and after acquired
personal and real property, assets, and undertakings and in all proceeds and renewals thereof,
accessions thereto, and substitutions therefor (collectively referred to as, the “Collateral”) by
the registration of:
(a) financing statements, in the personal property registries of Alberta in respect of

the Borrower, Innova Operating, Innova LP, and 1938247, Holdings LP, Innova
Global Inc., Innova Global LLC, Braden Manufacturing LLC, Shelf Company No.
79S de R.L. de C.V., Shelf Company No. 82S de R.L. de C.V., Innova Global
Europe B.V., Global Power Netherlands B.V., Global Power Professional
Services Netherlands B.V., Braden-Europe B.V., Innova Global Limited, and
Innova Australia Pty Limited;
(b) land charges in the personal property registry of Alberta in respect of all of the
Canadian Loan Parties, Innova Global Inc., Innova Global LLC, Innova Global
Limited, and Innova Global Australia Pty Limited;
(c) financing statements, in the personal property registries of British Columbia in

respect of the Borrower, Innova Operating, Innova LP, and 1938247;
(d) financing statements, in the personal property registries of Saskatchewan in

respect of the Borrower, Innova Operating, Innova LP, and 1938247; and,
(e) financing statements, in the personal property registries of Ontario in respect of

the Borrower, Innova Operating, Innova LP, and 1938247.
Attached hereto and marked as Exhibits “X”, “Y”, “Z”, and “AA”, to this my Affidavit,
are a copies of the Alberta, Saskatchewan, British Columbia and Ontario Personal
Property Registry debtor name search results with respect to the Loan Parties,
respectively.
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Liquidity Issues
25. On October 19, 2018, the parties entered into the SARCA which, in part, contemplated
that Lenders would provide an Unmargined Contribution of $5,000,000 as part of the Total
Operating Facility Commitment. As part of the Total Operating Facility Commitment, the Agent,
Lenders and Borrower agreed that the Unmargined Contribution would reduce by $2,500,000 on
February 28, 2018 triggering a commensurate repayment obligation of the Borrower as set out
above.
26. As part of the Lenders agreeing to provide the Unmargined Contribution, TriWest
affiliates also provided the following additional limited guarantees:
(a) Limited Guarantee dated as of October 19, 2018 granted by TriWest Capital
Partners V, L.P. (“TriWest Canada”) with liability limited to the sum of
Cdn.$2,082,000.; and,
(b) Limited Guarantee dated as of October 19, 2018 granted by TriWest Capital
Partners V (US), L.P. (“TriWest US”, TriWest US And TriWest Canada are
collectively referred to as, “TriWest”) with liability limited to the sum of
Cdn.$418,000,
(collectively, the “TriWest Guarantees”). Attached hereto and marked as Exhibits “BB”
and “CC”, to this my Affidavit, are a copies of the TriWest Guarantees.
27. Shortly before February 28, 2019, the Borrower requested that the Agent and the
Lenders amend the SARCA to delay the $2,500,000 reduction to the Total Operating Facility
Commitment occurring on February 28, 2019 (the “Unmargined Reduction”) and the
commensurate repayment triggered thereby. As a result, the Agent, the Borrower and the
Lenders entered into the First Amending Agreement, wherein, among other amendments, the
parties thereto agreed to extend the February 28, 2019 deadline to March 8, 2019.
28. Following the First Amending Agreement, the Borrower requested a further extension to
the date of the Unmargined Reduction and the commensurate repayment triggered thereby.
The Agent, the Borrower and the Lenders entered into the Second Amending Agreement,
wherein, among other amendments, the parties thereto agreed to further extend the March 8,
2019 deadline to March 15, 2019.
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29. The Unmargined Reduction occurred on March 15, 2019, but the Borrower failed to
make the commensurate repayment on March 15, 2019 triggered thereby. The Borrower’s
failure to make the repayment triggered by the Unmargined Reduction constituted an Event of
Default under the Credit Agreement.
30. As a result of the Borrower committing an Event of Default, on March 15, 2019, the
Agent, for and on behalf of the Lenders, provided notice (the “Termination Notice”) to the
Borrower, informing the Borrower of the Event of Default under Section 10.1(a) of the Credit
Agreement and, furthermore, providing notice that pursuant to Section 10.2(a) of the Credit
Agreement, the Lenders were no longer willing to make or continue to make any Borrowings,
effective immediately. Attached hereto and marked as Exhibit “DD”, to this my Affidavit, are a
copies of the Termination Notice.
31. On March 31, 2019, the Agent, for and on behalf of the Lenders, advised the Borrower
that it will demand repayment of the Indebtedness. The Loan Parties have not repaid the
Indebtedness owing to the Lenders.
Foreign Recognition
32. The Loan Parties operate in various international jurisdictions, including within the United
States. If it is determined by PwC to be in the best interests of the estates of the Loan Parties it
is expected that PwC will make an application for foreign recognition under Chapter 15 of the
US Code in respect of the US Loan Parties in a relatively expedited fashion. The proposed form
of order also authorizes PwC to act as a foreign representative in such a proceeding.
33. The Loan Parties are jointly and severally liable for the Indebtedness and are insolvent.
The Loan Parties (including the Loan Parties that operate outside of Canada) operate as a
single economic unit and have common management, accounting functions and financial
reporting. It is appropriate for PwC to be appointed as receiver and manager over the US Loan
Parties so that their insolvency, property and affairs, and the rights of all creditors against them,
can be administered and supervised in an efficient and cost-effective fashion and with the
assistance of courts in the United States as PwC determines is necessary or advisable.
Necessity of the Appointment of a Receiver
34. The Borrower currently has no access or availability under the Facilities or the Credit
Agreement. All Loan Parties derive liquidity via the Borrower. The Lenders are not prepared to
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extend any further credit to the Borrower. It has become evident that no other parties including
TriWest, are willing to commit or advance any additional funds in order to sustain or provide
additional liquidity to the Borrower and the Loan Parties during the course of this liquidity crisis.
35. Absent further funding, the Borrower is unable to meet its obligations as they become
due. The Agent therefore has serious and valid concerns regarding the protection and
preservation of its Collateral which includes any value attributed to the Canadian Loan Parties’
ongoing operations. The Lenders are only prepared to fund go forward critical payment
obligations by way of priority advances made under the terms of a receivership order and
receiver’s certificate within the proposed receivership proceedings.
36. The granting of the relief sought by the Agent will preserve and protect the Agent’s first
security position and allow go-forward decisions in respect of the Canadian Loan Parties’
business to be made by a court-appointed officer for the benefit of all stakeholders.
37. PwC is a licensed trustee in bankruptcy and has consented to being appointed as
Receiver of the Canadian Loan Parties.
38. The appointment of the Receiver will allow the Property to be preserved. Additionally, all
revenues derived from the Canadian Loan Parties’ business will be used to maximize value for
the general benefit of the estate and all stakeholders. The appointment of the Receiver will also
allow the status quo to be maintained while the Receiver determines what additional steps are
required with respect to the US Loan Parties.
Conclusion
39. I believe it is just, convenient, and appropriate for a receiver to be appointed over the
Canadian Loan Parties and the US Loan Parties, for the following reasons:
(a) the directors and chief executive officer of the Canadian Loan Parties have either
resigned or intend to resign immediately and, as a result of the corporate
structure, this has a corresponding impact on all other Loan Parties;
(b) the majority of the assets of the Loan Parties that have material value and are
subject to the Security are accounts receivable. The Receiver will be the most
efficient and effective way to realize on these assets and maximize the recovery
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of the Agent, the Lenders, and the estate and stakeholders of the Canadian Loan
Parties;
(c) the Canadian Loan Parties have serious risk of not being able to meet critical
payment obligations. Absent the immediate intervention of this Honourable
Court, this will prevent any ordinary course wind-down under the control of the
Receiver and cause severe, irreparable, and unnecessary prejudice to the first
security position of the Agent and the Lenders;
(d) the Agent has valid and serious concerns regarding the preservation and
protection of the Collateral, particularly due to the ongoing liquidity issues and its
inability to meets its obligations as they become due;
(e) the Loan Parties have operations and assets situated in the Untied States and
the proposed form of order allows PwC to initiate proceedings under the US
Code.
40. PwC has consented to act as receiver and manager of the Loan Parties that may
become debtors within the receivership order.
41. I swear this affidavit in support of an application to appoint PwC as receiver and
manager of the Loan Parties, together with such powers, as set out in the draft Receivership
Order, attached to the Notice of Application to be filed concurrently with this, my Affidavit.
SWORN BEFORE ME at the City of )

Calgary, in the Province of Alberta, this 31st )
day of March, 2019. )
A COMMISSIONER FOR-IATHS ) ALEX CORBETT

in and for the Province of Alberta )
Carl E Dahien
Student-at-Law
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This is Exhibit “A” referred to in the Affidavit of
Alex Corbett
sworn before me this 31st day of March, 2019.
A Commissioner for Oaths in and for the Province of Alberta
Carl E. Dahien
Student-at-Law
2
EXECUTION VERSION
FIRST AMENDING AGREEMENT
This First Amending Agreement is made effective as of February 28, 2019
AMONG:
INNOVA GLOBAL LTD., a corporation duly amalgamated under the

laws of Alberta, as Borrower
AND:
ATB FINANCIAL AND EACH OF THE OTHER FINANCIAL

INSTITUTIONS SIGNATORIES HERETO AS LENDERS, OR AS FROM
TIME TO TIME BECOME LENDERS, in their capacities as Lenders
AND:
ATB FINANCIAL, in its capacity as Agent
RECITALS:
A. The Borrower, the Agent and the Lenders are parties to a second amended and restated credit
agreement dated as of October 19, 2018 (the "SARCA").
B. The Borrower, the Lenders and the Agent wish to amend the SARCA on the terms and conditions
set forth herein.
NOW THEREFORE in consideration of the premises, the covenants herein contained

and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto, the parties agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions
In this First Amending Agreement, including the recitals and the Schedules hereto, unless something in
the subject matter or context is inconsistent therewith, the following words and phrases shall have the
following meanings:
"First Amending Agreement" means this first amending agreement, as amended, modified,
supplemented or restated from time to time.
All capitalized terms used but not otherwise defined herein shall have the same meaning ascribed thereto
in the SARCA.
1.2 Headings
The headings and the Article and Section titles are inserted for convenience of reference only and shall
not affect the construction or interpretation of this First Amending Agreement.
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1.3 References
Unless something in the subject matter or context is inconsistent therewith, all references to Articles,
Sections and Schedules shall be construed to refer to Articles and Sections of, and Schedules to, this
First Amending Agreement, and the words "herein", "hereof" and "hereunder" and words of similar import,
shall be construed to refer to this First Amending Agreement in its entirety and not to any particular
provision hereof.
ARTICLE 2
AMENDMENTS
2.1 Amendments to Section 1.1 of the SARCA
In the definition of “Applicable Margin”, the words “February 28, 2019” are deleted and replaced with
“March 8, 2019” wherever they appear.
2.2 Amendment to Section 3.1 of the SARCA
In Section 3.1(b) of the SARCA, the words “February 28, 2019” are deleted and replaced with “March 8,
2019”.
(a) Section 3.3(e) is deleted and replaced with the following:
If at any time the Equivalent Amount in Canadian Dollars of the Operating Borrowings exceeds the sum
of the Operating Facility Borrowing Base (an “Operating Facility Borrowing Base Shortfall”), the
Borrower shall within 8 days repay such Operating Borrowings as is required to eliminate such Operating
Facility Borrowing Base Shortfall. The Borrower will apply such payments pro rata amongst the Lenders
under the Operating Facility and in the following order thereunder: (A) first against Prime Loans and U.S.
Base Rate Loans, (B) second to repay Bankers’ Acceptances, and (C) third to repay Libor Loans, in
each case, subject to Section 4.7, until such Operating Facility Borrowing Base Shortfall has been
eliminated.
(b) Section 3.3(f) is deleted and replaced with the following:
If at any time the Equivalent Amount in Canadian Dollars of the WIP Borrowings exceeds the WIP
Facility Borrowing Base (a “WIP Facility Borrowing Base Shortfall”), the Borrower shall within 8 days
repay such WIP Borrowings as is required to eliminate such WIP Facility Borrowing Base Shortfall. The
Borrower will apply such payments pro rata amongst the Lenders under the WIP Facility and in the
following order thereunder: (A) first against Prime Loans and U.S. Base Rate Loans, (B) second to repay
Bankers’ Acceptances, and (C) third to repay Libor Loans, in each case, subject to Section 4.7, until
such WIP Facility Borrowing Base Shortfall has been eliminated.
Section 9.4(l) is deleted and replaced with the following:
13-Week Cash Flow: until March 8, 2019, the Borrower shall furnish to the Agent each week: (i) a rolling
13-week cash flow variance report which report will include, among other requirements, an accounting of
account receivables, intercompany accounts, accounts payable, and lienable accounts payable, with an
explanation of any cumulative differences to budget of over 10%, and (ii) if such variance report shows
cumulative differences to budget of over 10%, an updated rolling 13-week cash flow forecast which will
also include, among other requirements, an accounting of account receivables, intercompany accounts,
accounts payable, and lienable accounts payable;
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2.5 Existing Operating Facility Borrowing Base Shortfall
The Borrower acknowledges and agrees that (i) an Operating Facility Borrowing Base Shortfall occurred
on February 28, 2019 and is continuing, (ii) there has been no waiver of any provision of the Loan
Documents with respect to such Operating Facility Borrowing Base Shortfall, and (iii) the terms of Section
3.3(e) of the SARCA, as amended by this First Amending Agreement, apply to such Operating Facility
Borrowing Base Shortfall.
2.6 Amendment to Schedule A to the SARCA
In Schedule A to the SARCA, the words “February 28, 2019” are deleted and replaced with “March 8,
2019”.
2.7 Adjustments Among Lenders
Each Lender agrees that it will at any time and from time to time upon the request of the Agent following
the date hereof buy or sell participations and make any other adjustments which may be necessary or
appropriate in order that amounts outstanding under the SARCA to each Lender are thereafter
outstanding in the same proportion as its Lender’s Proportion of each Facility. The Borrower agrees to do
all things reasonably necessary or appropriate to give effect to any and all sales and other adjustments by
and between the Lenders pursuant to this Section 2.7.
2.8 Additional Covenants
The Borrower covenants and agrees with each of the Lenders and the Agent as follows:
(a) on or before March 1, 2019, it shall engage Ernst & Young Orenda Corporate Finance Inc. as
advisor with respect to the divestiture of all or substantially all of the property and assets of the
Borrower and its Subsidiaries (the “Divestiture Process”) on terms and conditions satisfactory
to the Agent and the Lenders in their sole discretion;
(b) on or before March 4, 2019, it shall provide the Agent and the Lenders with a timeline for the
Divestiture Process satisfactory to the Agent and the Lenders in their sole discretion;
(c) on or before March 8, 2019, it shall provide evidence that it has committed construction and
contract bonds from a surety that is satisfactory to the Agent and the Lenders in their sole
discretion; such bonds to be in such amounts and scope that are sufficient to satisfy the
requirements of existing obligees and sufficient to satisfy bid conditions of obligees on new
projects that are in the process of being bid or contemplated to be bid, all in form and substance
satisfactory to the Agent and the Lenders in their sole discretion;
(d) on or before March 12, 2019, it shall provide the Agent and the Lenders with a proposal for the
Divestiture Process satisfactory to the Agent and the Lenders in their sole discretion; and,
(e) as of and following the date hereof, the Borrower will not make any payments to TriWest Capital
Partners V, L.P., TriWest Capital Partners V (US), L.P., or TriWest Capital Partners V (2015) Inc.
on account of any fees, costs, or expenses due, owing, or accruing, unless otherwise consented
to, in writing, by the Agent, for and on behalf of the Lenders.
Notwithstanding any provision of the SARCA, failure to comply with any of these covenants shall
constitute an Event of Default without any cure or grace period.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties
The Borrower represents and warrants to each of the Lenders and the Agent (all of which representations
and warranties the Borrower hereby acknowledges are being relied upon by the Lenders and the Agent in
entering into this First Amending Agreement), that, as of the date hereof:
(a) no Default or Event of Default has occurred and is continuing;
(b) the representations and warranties contained in Section 2.1 of the SARCA (on the basis that this
First Amending Agreement is a Credit Document), other than those stated to be made as at a
specific date and those concerning the Operating Facility Borrowing Base Shortfall, are true and
correct in all material respects with the same effect as if made as of the date hereof; and,
(c) except as disclosed to the Agent, no circumstance or event has occurred which would
reasonably be expected to have a Material Adverse Effect, and no material adverse change has
occurred in the operations or financial condition of the Loan Parties or of their assets, taken as a
whole, since the date of the most recent audited financial statements provided to the Agent.
ARTICLE 4
CONDITIONS PRECEDENT
4.1 Conditions Precedent
The amendments and supplements to the SARCA contained herein shall be effective upon, and shall be
subject to, the satisfaction of the following conditions precedent:
(a) delivery of the following:
(i) a fully-executed copy of this First Amending Agreement;
(ii) a fully-executed confirmation of guarantee and security from each of TriWest

Capital Partners V, L.P. and TriWest Capital Partners V (US), LP with respect
to the TriWest Guarantee in form and substance satisfactory to the Agent; and
(iii) such other documents and agreements as the Agent may reasonably require;
(b) engagement by the Borrower of PricewaterhouseCoopers Inc. as financial advisor to the Agent
and the Lenders on terms and conditions satisfactory to the Agent and the Lenders in their sole
discretion; and
(c) payment of an amendment fee of $10,000 to each Lender.
ARTICLE 5
MISCELLANEOUS
5.1 Ratification
This First Amending Agreement is supplemental to the SARCA and forms part of, and has the same
effect as though incorporated in, the SARCA. Except as amended herein, the SARCA shall remain in full
force and effect and is hereby ratified and confirmed in all respects.
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5.2 Further Assurances
The Borrower, the Agent and each of the Lenders shall do all such further acts and things and execute
and deliver all such further documents as shall be reasonably required in order to fully perform and carry
out the terms of this First Amending Agreement.
5.3 Confirmation of Security
The Borrower agrees with and confirms to the Agent and the Secured Parties that, as of the date hereof,
the Security is and shall remain in full force and effect in all respects and shall continue to exist and
secure the Secured Obligations, as amended by this First Amending Agreement. This confirmation is in
addition to and shall not limit, derogate from or otherwise affect any provisions of the Security.
5.4 No Waiver
Nothing in this First Amending Agreement or in any ongoing discussions or negotiations between the
Agent and the Lenders, on the one hand, and the Loan Parties, on the other hand, nor any delay on the
part of the Agent and the Lenders in exercising any of their rights and remedies under the Loan
Documents, any of the Security (including without limitation, the TriWest Guarantee) and/or under
applicable law, shall directly or indirectly: (i) create any obligation to forbear from taking any enforcement
action or to make any further extensions of credit, except as expressly set out herein, (ii) constitute a
consent to or waiver of any past, present or future Event of Default or other violation of any provisions of
the Loan Documents or any of the Security, (iii) except as expressly set out herein, amend, modify or
operate as a waiver of any provision of the Loan Documents, any of the Security or any right, power,
privilege or remedy of the Agent and the Lenders or under applicable law or constitute an agreement to
forbear or to restructure the obligations arising under the Loan Documents in any respect, or
(iv) constitute a course of dealing or other basis for altering any rights or obligations of the Agent and the
Lenders under the Loan Documents, the Security or any other instruments.
5.5 Governing Law
The parties agree that this First Amending Agreement is conclusively deemed to be made under, and for
all purposes to be governed by and construed in accordance with, the laws of the Province of Alberta and
of Canada applicable therein.
5.6 Time of Essence
Time shall be of the essence of this First Amending Agreement.
5.7 Counterpart and Electronic Execution
This First Amending Agreement may be executed in counterparts (and by different parties hereto in
separate counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a signature page of this First
Amending Agreement by facsimile or in electronic format shall be effective as delivery of a manually
executed counterpart of this First Amending Agreement.
[signature pages follow]
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IN WITNESS WHEREOF the parties hereto have caused this First Amending Agreement
to be duly executed on the date and year first above written.
INNOVA GLOBAL LTD.
By:
Name: Norm Rokosh
Title: Director
[Signature Page to the ATB/Innova Global Ltd. First Amending Agreement to SARCA]
8
9
10
11
EXECUTION COPY
SECOND AMENDING AGREEMENT
This Second Amending Agreement is made effective as of March 8, 2019
AMONG:
INNOVA GLOBAL LTD., a corporation duly amalgamated under the

laws of Alberta, as Borrower
AND:
ATB FINANCIAL AND EACH OF THE OTHER FINANCIAL

INSTITUTIONS SIGNATORIES HERETO AS LENDERS, OR AS FROM
TIME TO TIME BECOME LENDERS, in their capacities as Lenders
AND:
ATB FINANCIAL, in its capacity as Agent
RECITALS:
A. The Borrower, the Agent and the Lenders are parties to a second amended and restated credit
agreement dated as of October 19, 2018, as amended by a first amending agreement made
effective as of February 28, 2019 (as amended, the "SARCA").
B. The Borrower, the Lenders and the Agent wish to further amend the SARCA on the terms and
conditions set forth herein.
NOW THEREFORE in consideration of the premises, the covenants herein contained

and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto, the parties agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions
All capitalized terms used but not otherwise defined herein shall have the same meaning ascribed thereto
in the SARCA.
1.2 Headings
The headings and the Article and Section titles are inserted for convenience of reference only and shall
not affect the construction or interpretation of this Second Amending Agreement.
1.3 References
Unless something in the subject matter or context is inconsistent therewith, all references to Articles,
Sections and Schedules shall be construed to refer to Articles and Sections of, and Schedules to, this
Second Amending Agreement, and the words "herein", "hereof" and "hereunder" and words of similar
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import, shall be construed to refer to this Second Amending Agreement in its entirety and not to any
particular provision hereof.
ARTICLE 2
AMENDMENTS
2.1 Amendments to Section 1.1 of the SARCA
(a) In the definition of “Applicable Margin” in Section 1.1 of the SARCA, the words “March 8, 2019”
are deleted and replaced with “March 15, 2019” wherever they appear.
(b) The following definitions are added to Section 1.1 of the SARCA:
“Divestiture Process” means the divestiture of all or substantially all of the property and assets
of the Borrower and its Subsidiaries being undertaken by the Borrower.
“E&Y” means Ernst & Young Orenda Corporate Finance Inc., in its capacity as the Borrower’s
advisor with respect to the Divestiture Process.
“First Amending Agreement” means the first amending agreement to the SARCA made
effective as of February 28, 2019.
“PwC” means PricewaterhouseCoopers Inc., in its capacity as financial advisor to the Agent and
the Lenders.
“Reports” means all reports, reviews, opinions, commentary and similar advice and documents,
including without limitation, those in writing, with respect to or involving the Loan Parties, the Loan
Documents or the Divestiture Process.
“Second Amending Agreement” means this second amending agreement to the SARCA.
In Section 3.1(b) of the SARCA, the words “March 8, 2019” are deleted and replaced with “March 15,
2019”.
2.3 Existing Operating Facility Borrowing Base Shortfall
(a) The Borrower acknowledges and agrees that (i) an Operating Facility Borrowing Base Shortfall
occurred on February 28, 2019 and is continuing (the “Existing Operating Facility Borrowing
Base Shortfall”), (ii) there has been no waiver of any provision of the Loan Documents with
respect to the Existing Operating Facility Borrowing Base Shortfall, and (iii) except as set out in
Section 2.3(b) hereof, the terms of Section 3.3(e) of the SARCA apply to the Existing Operating
Facility Borrowing Base Shortfall.
(b) Notwithstanding the terms of Section 3.3(e) of the SARCA, repayment of such Operating
Borrowings as are required to eliminate the Existing Operating Facility Borrowing Base Shortfall
shall be made by the Borrower on or before March 15, 2019. The Borrower will apply such
payments as required by Section 3.3(e) of the SARCA. Failure to make such repayment on or
before March 15, 2019 will constitute an Event of Default under Section 10.1(a) of the SARCA
without any cure or grace period.
2.4 Amendment to Schedule A to the SARCA
In Schedule A to the SARCA, the words “March 8, 2019” are deleted and replaced with “March 15, 2019”.
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2.5 Increase in Applicable Margins
Effective the date hereof, the Applicable Margins will increase by 200 basis points per annum and such
increase will stay in place until the Existing Operating Facility Borrowing Base Shortfall has been
remedied. Notwithstanding any other provision of the SARCA, the 200 basis points increase in the
Applicable Margins shall be treated as “payment in kind” interest and added to the principal amount of the
Lender Outstandings at such time as it would otherwise be due and payable. All other interest and fees
shall accrue and become due and payable as provided in the SARCA.
2.6 Adjustments Among Lenders
Each Lender agrees that it will at any time and from time to time upon the request of the Agent following
the date hereof buy or sell participations and make any other adjustments which may be necessary or
appropriate in order that amounts outstanding under the SARCA to each Lender are thereafter
outstanding in the same proportion as its Lender’s Proportion of each Facility. The Borrower agrees to do
all things reasonably necessary or appropriate to give effect to any and all sales and other adjustments by
and between the Lenders pursuant to this Section 2.6.
2.7 Additional Covenants
The Borrower covenants and agrees with each of the Lenders and the Agent as follows:
(a) the Borrower will provide, arrange for, and ensure that PwC has full, complete, and unfettered
access to all of the Loan Parties’ books, records, offices, documents and other properties, as
determined by PwC, in PwC’s discretion, to be required in connection with any review or inquiry
contemplated by or otherwise in connection with PwC’s Engagement Letter dated February 28,
2019 (the “PwC Review”);
(b) the Borrower consents and agrees that (i) PwC, the Agent and the Lenders may respond
directly, as and amongst each other, to any inquiries such parties may have, and (ii) PwC, the
Agent and the Lenders may share, as and amongst each other, any information in their
possession which in any way concerns or relates to the Loan Parties, the Divestiture Process,
the Loan Documents, the Reports or the PwC Review;
(c) the Borrower consents and agrees that:
(i) it will, at the request of the Agent or the Lenders, arrange telephone calls or
meetings among E&Y, PwC, the Agent and the Lenders to discuss the
Divestiture Process and any Reports relating to the Divestiture Process;
(ii) it shall instruct E&Y to provide PwC, the Agent and the Lenders with copies of
all Reports (including drafts) relating to the Divestiture Process produced by
E&Y for the Borrower; and
(iii) it shall instruct E&Y to share with PwC, the Agent and the Lenders any
information in its possession which in any way concerns or relates to the
Divestiture Process or the Reports relating to the Divestiture Process,
provided that, in each case, the Borrower is contemporaneously provided with such information
and copied on all correspondence from E&Y to PwC, the Agent and/or the Lenders. For greater
certainty, PwC, the Agent and the Lenders may meet with E&Y without the Borrower;
(d) effective March 4, 2019, Sections 2.8(b) and (d) of the First Amending Agreement are deleted;
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(e) on or before March 12, 2019, the Borrower shall provide the Agent and the Lenders with a
proposal for the Divestiture Process satisfactory to the Agent and the Lenders in their sole
discretion, which proposal shall include a timeline for selling each division of the Borrower;
(f) on or before March 14, 2019, the Borrower shall cause E&Y to provide the Agent and the
Lenders with an analysis by E&Y of the viability of selling each division of the Borrower and the
estimated value of each division; and
(g) the deadline in Section 2.8(c) of the First Amending Agreement is amended to March 15, 2019.
Notwithstanding any provision of the SARCA, failure to comply with any of these covenants shall
constitute an Event of Default without any cure or grace period.
2.8 Bankers Acceptances and Libor Loans No Longer Available
(a) From and after the date hereof, Bankers’ Acceptances shall no longer be available under the
Facilities. Each Bankers’ Acceptance currently outstanding under the Facilities shall be
converted on maturity of such Bankers’ Acceptance into a Prime Loan as if a Conversion Notice
had been given to the Agent by the Borrower with respect to such Bankers’ Acceptance. Any
outstanding Borrowing Notice requesting an Accommodation by way of Bankers’ Acceptances
shall be deemed to be a Borrowing Notice requesting a Prime Loan in the amount requested.
Any outstanding Conversion Notice requesting a Conversion of an Accommodation into a
Bankers’ Acceptance shall be deemed to be a Conversion Notice requesting a Conversion of
such Accommodation a Prime Loan. Any outstanding Rollover Notice requesting a Rollover of a
Bankers’ Acceptance shall be deemed to be a Conversion Notice requesting a Conversion of
such Bankers’ Acceptance into a Prime Loan.
(b) From and after the date hereof, Libor Loans shall no longer be available under the Facilities.
Each Libor Loan currently outstanding under the Facilities shall be converted on the last day of
the applicable Libor Interest Period into a U.S. Base Rate Loan as if a Conversion Notice had
been given to the Agent by the Borrower with respect to such Libor Loan. Any outstanding
Borrower Notice requesting an Accommodation by way of Libor Loan shall be deemed to be a
Borrowing Notice requesting a U.S. Base Rate Loan in the amount requested. Any outstanding
Conversion Notice requesting a Conversion of an Accommodation into a Libor Loan shall be
deemed to be a Conversion Notice requesting a Conversion of such Accommodation into a U.S.
Base Rate Loan. Any outstanding Rollover Notice requesting a Rollover of a Libor Loan shall be
deemed to be a Conversion Notice requesting a Conversion of such Libor Loan into a U.S. Base
Rate Loan.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties
The Borrower represents and warrants to each of the Lenders and the Agent (all of which representations
and warranties the Borrower hereby acknowledges are being relied upon by the Lenders and the Agent in
entering into this Second Amending Agreement), that, as of the date hereof:
(a) no Default or Event of Default has occurred and is continuing;
(b) the representations and warranties contained in Section 2.1 of the SARCA (on the basis that this
Second Amending Agreement is a Loan Document), other than those stated to be made as at a
specific date and those concerning the Existing Operating Facility Borrowing Base Shortfall, are
true and correct in all material respects with the same effect as if made as of the date hereof;
and,
174791/480397
MT DOCS 18926232v9
15
-5-
(c) except as disclosed to the Agent, no circumstance or event has occurred which would
reasonably be expected to have a Material Adverse Effect, and no material adverse change has
occurred in the operations or financial condition of the Loan Parties or of their assets, taken as a
whole, since the date of the most recent audited financial statements provided to the Agent.
ARTICLE 4
CONDITIONS PRECEDENT
4.1 Conditions Precedent
The amendments and supplements to the SARCA contained herein shall be effective upon, and shall be
subject to, the satisfaction of the following conditions precedent:
(a) delivery of the following:
(i) a fully-executed copy of this Second Amending Agreement;
(ii) a fully-executed confirmation of guarantee and security from each of TriWest

Capital Partners V, L.P. and TriWest Capital Partners V (US), LP with respect
to the TriWest Guarantee in form and substance satisfactory to the Agent;
(iii) written and irrevocable instructions and authorization to E&Y to consult with
and furnish materials to PwC, the Agent and the Lenders in accordance with
Section 2.7(c); and
(iv) such other documents and agreements as the Agent may reasonably require;
and
(b) payment of an amendment fee of $10,000 to each Lender.
ARTICLE 5
MISCELLANEOUS
5.1 Ratification
This Second Amending Agreement is supplemental to the SARCA and forms part of, and has the same
effect as though incorporated in, the SARCA. Except as amended herein, the SARCA shall remain in full
force and effect and is hereby ratified and confirmed in all respects.
The Borrower, the Agent and each of the Lenders shall do all such further acts and things and execute
and deliver all such further documents as shall be reasonably required in order to fully perform and carry
out the terms of this Second Amending Agreement.
5.3 Confirmation of Security
The Borrower agrees with and confirms to the Agent and the Secured Parties that, as of the date hereof,
the Security is and shall remain in full force and effect in all respects and shall continue to exist and
secure the Secured Obligations, as amended by this Second Amending Agreement. This confirmation is
in addition to and shall not limit, derogate from or otherwise affect any provisions of the Security.
174791/480397
MT DOCS 18926232v9
16
-6-
5.4 No Waiver
Nothing in this Second Amending Agreement or in any ongoing discussions or negotiations between the
Agent and the Lenders, on the one hand, and the Loan Parties, on the other hand, nor any delay on the
part of the Agent and the Lenders in exercising any of their rights and remedies under the Loan
Documents, any of the Security (including without limitation, the TriWest Guarantee) and/or under
applicable law, shall directly or indirectly: (i) create any obligation to forbear from taking any enforcement
action or to make any further extensions of credit, except as expressly set out herein, (ii) constitute a
consent to or waiver of any past, present or future Event of Default or other violation of any provisions of
the Loan Documents or any of the Security, (iii) except as expressly set out herein, amend, modify or
operate as a waiver of any provision of the Loan Documents, any of the Security or any right, power,
privilege or remedy of the Agent and the Lenders or under applicable law or constitute an agreement to
forbear or to restructure the obligations arising under the Loan Documents in any respect, or
(iv) constitute a course of dealing or other basis for altering any rights or obligations of the Agent and the
Lenders under the Loan Documents, the Security or any other instruments.
5.5 Governing Law
The parties agree that this Second Amending Agreement is conclusively deemed to be made under, and
for all purposes to be governed by and construed in accordance with, the laws of the Province of Alberta
and of Canada applicable therein.
5.6 Time of Essence
Time shall be of the essence of this Second Amending Agreement.
5.7 Counterpart and Electronic Execution
This Second Amending Agreement may be executed in counterparts (and by different parties hereto in
separate counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Second
Amending Agreement by facsimile or in electronic format shall be effective as delivery of a manually
executed counterpart of this Second Amending Agreement.
174791/480397
MT DOCS 18926232v9
17
IN WITNESS WHEREOF the parties hereto have caused this Second Amending
Agreement to be duly executed on the date and year first above written.
INNOVA GLOBAL LTD.
By:
Name: Chad Danard
Title: Director
[Signature Page to the ATB/Innova Global Ltd. Second Amending Agreement to SARCA]
18
19
20
21
This is Exhibit “B” referred to in the Affidavit of
Alex Corbett
Carl E. Dahien
Student-at-Law
22
CANADIAN LOAN PARTIES AND US LOAN PARTIES
Innova Global Ltd.

Innova Global Operating Ltd.
Innova Global Limited Partnership
1938247 Alberta Ltd.
Innova Global Holdings Limited Partnership
Innova Global Inc. (formerly AEM Emissions Management Inc., formerly ATCO Emissions
Management Inc.)
Innova Global LLC (formerly AEM Noise Management LLC, formerly ATCO Noise Management
LLC)
Braden Manufacturing, L.L.C.
174791/480397
MT DOCS 19021236v1
23
This is Exhibit “C” referred to in the Affidavit of
Alex Corbett
Carl E. Dablen
Student-at-Law
24
Doran, Katie
From: Guy P. Martel <GMartel@stikeman.com>

Sent: Sunday, March 31, 2019 1:23 PM
To: MacLeod, Walker W.
Cc: Collins, Sean F.; Kyriakakis, Pantelis; Birkness, Peter; Gorman, Howard A.; Cassell, John;
paul.j.darby@pwc.com; clinton.l.roberts@ca.pwc.com; Jonathan Reimche (CA); Foster,
Andrew
Subject: Re: Innova
Walker, please send those asap. We will accept service, our client will waive the delay and will confirm its non-objection
(but not its consent) to the appointment of a receiver. The directors and the CEO will be resigning in short order so you
should plan to have representatives of your proposed receiver on site first thing tomorrow to coordinate a smooth
transition with the members of senior management that are still in place. Also, please copy us on your communications
with the court as will be making representations at the hearing of your motion. We reiterate that the Company and its
advisors are of the view that the proposed course of action is unlikely to provide a better alternative than what has
already been proposesd, in addition to being very prejudicial to a number of vulnerable stakeholders, including the
Company’s employees. Brgds.
Guy P. Martel
Direct : +1 514 397 3163
Mobile : +1 514 241 1785
Email : gmartel@stikeman.com
From: MacLeod, Walker W. <wmacleod@mccarthy.ca>

Sent: Sunday, March 31, 2019 11:40 AM
To: Guy P. Martel
Cc: Collins, Sean F.; Kyriakakis, Pantelis; Birkness, Peter; Gorman, Howard A.; Cassell, John; paul.j.darby@pwc.com;
clinton.l.roberts@ca.pwc.com; Jonathan Reimche (CA); Foster, Andrew
Subject: RE: Innova
Guy, the Agent will be issuing demands, 244 notices and requests for consent to early enforcement. Please let us know
if you are able to accept service of same on behalf of the Loan Parties.
Walker MacLeod
Partner | Associé
Bankruptcy and Restructuring | Faillite et restructuration
T: 403-260-3710
C: 403-463-1207
F: 403-260-3501
E: wmacleod@mccarthy.ca
McCarthy Tétrault LLP

Suite 4000
421 - 7th Avenue SW
Calgary AB T2P 4K9
Please, think of the environment before printing this message.
1
25
From: MacLeod, Walker W.

To: 'Guy P. Martel' <GMartel@stikeman.com>
Cc: Collins, Sean F. <scollins@mccarthy.ca>; Kyriakakis, Pantelis <pkyriakakis@mccarthy.ca>; Birkness, Peter
<pbirkness@mccarthy.ca>; 'Gorman, Howard A.' <howard.gorman@nortonrosefulbright.com>; 'Cassell, John'
<john.cassell@nortonrosefulbright.com>; 'paul.j.darby@pwc.com' <paul.j.darby@pwc.com>;
'clinton.l.roberts@ca.pwc.com' <clinton.l.roberts@ca.pwc.com>; 'Jonathan Reimche (CA)'
<jonathan.p.reimche@pwc.com>; Foster, Andrew <afoster@mccarthy.ca>
Subject: RE: Innova
Guy, attached is the current draft of the form of order and a redline to the template. The attached remains subject to
revision based on any further comment from the Agent or the Lenders.
Walker MacLeod
Partner | Associé
T: 403-260-3710
C: 403-463-1207
F: 403-260-3501

Suite 4000
421 - 7th Avenue SW
Calgary AB T2P 4K9
From: Guy P. Martel <GMartel@stikeman.com>

To: MacLeod, Walker W. <wmacleod@mccarthy.ca>
Subject: Re: Innova
Please send your draft materials ASAP.
Guy P. Martel
Direct : +1 514 397 3163
Mobile : +1 514 241 1785
Email : gmartel@stikeman.com
2
26
Suivez-nous / Follow us
LinkedIn / Twitter / stikeman.com

Stikeman Elliott S.E.N.C.R.L., s.r.l. Avocats
Stikeman Elliott LLP Barristers & Solicitors
1155 boul. René-Lévesque Ouest, 41e étage, Montréal, QC H3B 3V2 Canada
Ce message est confidentiel et peut contenir de l'information visée par le secret professionnel. Si vous n'en êtes pas le destinataire,
veuillez supprimer ce message et nous avertir immédiatement. Toute utilisation ou communication non autorisée est interdite. / This
email is confidential and may contain privileged information. If you are not an intended recipient, please delete this email and notify
us immediately. Any unauthorized use or disclosure is prohibited.
From: MacLeod, Walker W. <wmacleod@mccarthy.ca>

To: Guy P. Martel
Subject: Innova
Are you able to join call?
Walker MacLeod
Partner | Associé
T: 403-260-3710
C: 403-463-1207
F: 403-260-3501

Suite 4000
421 - 7th Avenue SW
Calgary AB T2P 4K9
This e-mail may contain information that is privileged, confidential and/or exempt from disclosure. No waiver
whatsoever is intended by sending this e-mail which is intended only for the named recipient(s). Unauthorized
use, dissemination or copying is prohibited. If you receive this email in error, please notify the sender and
destroy all copies of this e-mail. Our privacy policy is available at www.mccarthy.ca.
Click here to unsubscribe from commercial electronic messages. Please note that you will continue to receive
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similar factual electronic communications.
3
27
Suite 5300, TD Bank Tower, Box 48, 66 Wellington Street West, Toronto, ON M5K 1E6
4
28
This is Exhibit “D’ referred to in the Affidavit of
Alex Corbett
A Commissionei for Oaths in and for the Province of Alberta
Carl E. Dahien
Student-atL
3/25/2019 Corporation/Non-Profit Search
29
Corporation/Non-Profit Search
Corporate Registration System
Date of Search: 2019/03/25
Time of Search: 09:08 AM
Search provided by: MCCARTHY TETRAULT LLP
Service Request Number: 30710046

Customer Reference Number: 174791-480397
Corporate Access Number: 2019358023

Legal Entity Name: INNOVA GLOBAL LTD.
Name History:
Previous Legal Entity Name Date of Name Change (YYYY/MM/DD)

AEM EMISSIONS MANAGEMENT LTD. 2016/04/01
Legal Entity Status: Active

Alberta Corporation Type: Named Alberta Corporation
Method of Registration: Amalgamation
Registration Date: 2016/01/01 YYYY/MM/DD
Registered Office:
Street: 4300 BANKERS HALL WEST, 888 - 3RD STREET S.W.
City: CALGARY
Province: ALBERTA
Postal Code: T2P 5C5
Records Address:
City: CALGARY
Province: ALBERTA
Directors:
Last Name: DANARD

First Name: CHAD
https://cores.reg.gov.ab.ca/cores/cr_login.menu_frame 1/4
30
Street/Box Number: SUITE 4600, 400 - 3RD AVENUE S.W.
City: CALGARY
Province: ALBERTA
Postal Code: T2P 4H2
Last Name: ROKOSH

First Name: NORM
City: CALGARY
Province: ALBERTA
Last Name: SPENCER

First Name: JON
City: CALGARY
Province: ALBERTA
Voting Shareholders:
Last Name: TRIEMISSIONS HOLDINGS (US) LIMITED PARTNERSHIP

Street: SUITE 4600, 400 - 3RD AVENUE S.W.
City: CALGARY
Province: ALBERTA
Percent Of Voting Shares: 100
Details From Current Articles:

The information in this legal entity table supersedes equivalent electronic attachments
Share THE CORPORATION IS AUTHORIZED TO ISSUE AN UNLIMITED NUMBER OF ONE

Structure: CLASS OF SHARES, DESIGNATED AS "COMMON SHARES".
Share NO SECURITIES, OTHER THAN NON-CONVERTIBLE DEBT SECURITIES, OF THE
Transfers CORPORATION SHALL BE TRANSFERRED TO ANY PERSON WITHOUT THE
Restrictions: APPROVAL OF THE BOARD OF DIRECTORS BY RESOLUTION.
Min
Number Of 1
Directors:
Max
Number Of 9
Directors:
31
Business THERE SHALL BE NO RESTRICTIONS ON THE BUSINESS THAT THE CORPORATION
Restricted MAY CARRY ON.
To:
Business
THERE SHALL BE NO RESTRICTIONS ON THE BUSINESS THAT THE CORPORATION
Restricted
MAY CARRY ON.
From:
Other
REFER TO "OTHER RULES OR PROVISIONS" ATTACHMENT
Provisions:
Associated Registrations under the Partnership Act:
Trade Partner Name Registration Number

INNOVA GLOBAL HOLDINGS LIMITED PARTNERSHIP LP20737003
INNOVA GLOBAL LIMITED PARTNERSHIP LP19414523
Other Information:
Amalgamation Predecessors:
Corporate Access Number Legal Entity Name

2019382452 1938245 ALBERTA LTD.
2019398102 AEM EMISSIONS MANAGEMENT LTD.
Last Annual Return Filed:
File Year Date Filed (YYYY/MM/DD)

2019 2019/01/17
Filing History:
List Date (YYYY/MM/DD) Type of Filing

2016/01/01 Amalgamate Alberta Corporation
2016/04/01 Name Change Alberta Corporation
2016/04/01 Change Address
2019/01/17 Enter Annual Returns for Alberta and Extra-Provincial Corp.
2019/02/22 Change Director / Shareholder
Attachments:
Attachment Type Microfilm Bar Code Date Recorded (YYYY/MM/DD)

Other Rules or Provisions ELECTRONIC 2016/01/01
32
Statutory Declaration 10000207116946251 2016/01/01
The Registrar of Corporations certifies that, as of the date of this search, the above information is an accurate
reproduction of data contained in the official public records of Corporate Registry.
33
This is Exhibit “E” referred to in the Affidavit of
Alex Corbett
A Commissioner for Oaths in d for the Province of Alberta
Carl E. Dahlefl
Student-at-Law
34


Legal Entity Name: INNOVA GLOBAL OPERATING LTD.
Name History:
Previous Legal Entity Name Date of Name Change (YYYY/MM/DD)

AEM EMISSIONS MANAGEMENT OPERATING LTD. 2016/04/01

Alberta Corporation Type: Named Alberta Corporation
Registered Office:
City: CALGARY
Province: ALBERTA
Records Address:
City: CALGARY
Province: ALBERTA
Directors:
Last Name: CHURCH

First Name: CODY
35
City: CALGARY
Province: ALBERTA
Last Name: ROKOSH

First Name: NORM
City: CALGARY
Province: ALBERTA
Last Name: SPENCER

First Name: JON
City: CALGARY
Province: ALBERTA
Last Name: INNOVA GLOBAL LIMITED PARTNERSHIP

Street: 4000 - 4TH STREET S.E., SUITE 222
City: CALGARY
Province: ALBERTA
Postal Code: T2G 2W3

Share THE CORPORATION IS AUTHORIZED TO ISSUE AN UNLIMITED NUMBER OF ONE

Structure: CLASS OF SHARES, DESIGNATED AS "COMMON SHARES".
Share NO SECURITIES, OTHER THAN NON-CONVERTIBLE DEBT SECURITIES, OF THE
Transfers CORPORATION SHALL BE TRANSFERRED TO ANY PERSON WITHOUT THE
Restrictions: APPROVAL OF THE BOARD OF DIRECTORS BY RESOLUTION.
Min
Number Of 1
Directors:
Max
Number Of 9
Directors:
Business THERE SHALL BE NO RESTRICTIONS OF THE BUSINESS THAT THE CORPORATION
36
Restricted MAY CARRY ON.
To:
Business
THERE SHALL BE NO RESTRICTIONS ON THE BUSINESS THAT THE CORPORATION
Restricted
MAY CARRY ON.
From:
Other
REFER TO "OTHER RULES OR PROVISIONS" ATTACHMENT
Provisions:
Holding Shares In:
Legal Entity Name

1938247 ALBERTA LTD.
Other Information:

2018 2018/12/06
Filing History:

2015/12/30 Incorporate Alberta Corporation
2016/04/01 Name Change Alberta Corporation
Attachments:

37
38
This is Exhibit “F” referred to in the Affidavit of
Alex Corbett
C
Carl E. Dahien
Student-at-Law
3/25/2019 : Trade Name / Partnership Search
39
Trade Name / Partnership Search

Service Request No: 30710063

Customer Reference No: 174791-480397
Registration No: LP19414523

Current Business Name: INNOVA GLOBAL LIMITED PARTNERSHIP
Name History:
Previous Name Date of Name Change (YYYY/MM/DD)

AEM EMISSIONS MANAGEMENT LIMITED PARTNERSHIP 2016/04/01
Status of Business Name: Active

Trade Name / Partnership Type: Limited Partnership
Date of Registration: 2015/12/30 YYYY/MM/DD
Home Jurisdiction: ALBERTA
Termination Date: 2065/12/31 YYYY/MM/DD
Current General Partner:
Last/Legal Entity Name: INNOVA GLOBAL LTD.

Street: 4300, 888 - 3RD STREET S.W.
City: CALGARY
Province: ALBERTA
Other Information:
Filing History:
List Date Type of Filing

2015/12/30 Register Limited Partnership
2018/10/11 Amend Limited Partnership
Attachments:
Attachment Type Microfilm Barcode Date Recorded (YYYY/MM/DD)

Certificate of Limited Partnership (AB) 10000407116946245 2015/12/30
40
Notice to Amend 10000007116946247 2015/12/31
Notice to Amend 10000807116946248 2016/01/01
Notice to Amend 10000607116946249 2016/01/01
Notice to Amend 10000107116946261 2016/03/04
Notice to Amend 10000107110617643 2016/04/01
Notice to Amend 10000007125585712 2017/09/29
Notice to Amend 10000507129366652 2018/10/11
41
This is Exhibit “G” referred to in the Affidavit of
Alex Corbett
Cad E. Dahien
Student-at-Law
42


Legal Entity Name: 1938247 ALBERTA LTD.

Alberta Corporation Type: Numbered Alberta Corporation
Registered Office:
City: CALGARY
Province: ALBERTA
Records Address:
City: CALGARY
Province: ALBERTA
Directors:
Last Name: CHURCH

First Name: CODY
City: CALGARY
Province: ALBERTA
Last Name: ROKOSH
43
First Name: NORM
City: CALGARY
Province: ALBERTA
Last Name: SPENCER

First Name: JON
City: CALGARY
Province: ALBERTA
Legal Entity Name: INNOVA GLOBAL OPERATING LTD.

City: CALGARY
Province: ALBERTA

Share Structure: ONE CLASS OF SHARES, TO BE DESIGNATED AS "COMMON SHARES", IN AN

UNLIMITED NUMBER.
Share Transfers THE ATTACHED SCHEDULE OF RESTRICTIONS ON SHARE TRANSFERS IS
Restrictions: INCORPORATED INTO AND FORMS PART OF THIS FORM.
Min Number Of
1
Directors:
Max Number Of
15
Directors:
Business
NONE.
Restricted To:
Business
NONE.
Restricted From:
THE ATTACHED SCHEDULE OF OTHER PROVISIONS IS INCORPORATED INTO
Other Provisions:
AND FORMS PART OF THIS FORM.
44
Other Information:

2018 2018/12/06
Filing History:

2015/12/14 Incorporate Alberta Corporation
Attachments:

Restrictions on Share Transfers ELECTRONIC 2015/12/14
45
This is Exhibit “H’ referred to in the Affidavit of
Alex Corbett
o
Cad E Dahien
Student-at-Law
46
Trade Name / Partnership Search

Service Request No: 30710093

Customer Reference No: 174791-480397
Registration No: LP20737003

Current Business Name: INNOVA GLOBAL HOLDINGS LIMITED PARTNERSHIP
Status of Business Name: Active
Trade Name / Partnership Type: Limited Partnership
Date of Registration: 2017/10/10 YYYY/MM/DD
Home Jurisdiction: ALBERTA
Termination Date: 2065/12/31 YYYY/MM/DD
Current General Partner:
Last/Legal Entity Name: INNOVA GLOBAL LTD.

City: CALGARY
Province: ALBERTA
Other Information:
Filing History:
List Date Type of Filing

2017/10/10 Register Limited Partnership
2017/10/16 Amend Limited Partnership
Attachments:
Attachment Type Microfilm Barcode Date Recorded (YYYY/MM/DD)

Certificate of Limited Partnership (AB) 10000807124846825 2017/10/10
Notice to Amend 10000407119019111 2017/10/16
47
48
This is Exhibit “I” referred to in the Affidavit of
Alex Corbett
Call E Dahien
Studefltat-LSW
49
Innova Global and TriWest Capital Partners – Structure
TriWest Capital Jon Cody EmployeeCos,

Legend:
Limited Partnership Interest Partners V. TriWest Capital Spencer Church ManagementCos, and Export
Common Shares / LLC Units (US) LP Partners V. LP Development Canada
General Partnership interest 1 Common 1 Common
1 Common Share (50%) Share (50%)
Share (100%)
TriEmissions
12,834,876.32 63,928,751.07 Holdings
TriEmissions Holdings LP Units LP Units
(GP) Ltd.
US (GP) Ltd.
TriWest
1 GP Unit
1 GP Unit
TriEmissions
Holdings
1941198 Alberta 1941263 Alberta
(US) Limited TriEmissions
Partnership Limited Limited
Holdings Limited
1,790,004.64 Partnership Mezz Prom
Common Shares (100%) Note II
100,000 Class A Units
14,861,317 Class A Units 273 Class B Units
26,079 Class B Units
Innova 555,000 Class A Units
Global Ltd. 1,440 Class B Units Export
Innova Innova Global Employee-owned
Bridge Loan Development
Companies
1 GP Unit
Innova Global Canada
2,963,685 Class A Units Limited
5,236 Class B Units
30,000,000 Class C Units
Partnership
1,012,161 Class A Units
66,950,002 LP Units 2,581 Class B Units
Innova Global
Holdings LP
1 GP Unit
49,127,219 Common Shares (100%)
Innova Global
Operating Ltd.
18,375,707 Common
1 Common 100 Common Shares (100%)
Share (100%) Share (100%)
Innova Global
Innova Global
Australia PTY Innova Global
Limited
Limited Europe B.V.
101 Common
Shares (100%) 999 Common 999 Common 18,000 Common
552,500 Common Shares (100%) Shares (100%)
Shares (99.9%) Shares (99.9%)
1938247 Innova Global Global Power

Alberta Ltd. Inc. Netherlands B.V.
1 Common 1 Common 18,151.21 Common 18,000 Common

Shares (0.1%) Shares (0.1%) Shares (100%) Shares (100%)
100% 5 Units (100%)
Shelf Company Shelf Company Global Power

Braden
No. 79 S. de R.L. No. 82 S. de R.L. Innova Global Braden-Europe Professional
Manufacturing
de C.V. de C.V. LLC B.V. Services
LLC
Netherlands BV
50
Innova Entities
Summary of Jurisdiction / Chief Executive Office Address
ENTITY JURISDICTION CHIEF EXECUTIVE OFFICE
CANADA
Innova Global Ltd. Alberta Chief Executive Office:

4000 – 4th Street SE, Suite 222, Calgary, Alberta
T2G 2W3
Innova Global Limited Partnership Alberta Chief Executive Office:
T2G 2W3
Innova Global Holdings Limited Partnership Alberta Chief Executive Office:
T2G 2W3
Innova Global Operating Ltd. Alberta Chief Executive Office:
T2G 2W3
1938247 Alberta Ltd. Alberta Chief Executive Office:
T2G 2W3
TriEmissions Holdings (GP) Ltd. Alberta Chief Executive Office:
4600, 400 – 3 Avenue SW
Calgary, AB T2P 4H2
TriEmissions Holdings Limited Partnership Alberta Chief Executive Office:
4600, 400 – 3 Avenue SW
Calgary, AB T2P 4H2
51
TriEmissions Holdings US (GP) Ltd. Alberta Chief Executive Office:

4600, 400 – 3 Avenue SW
Calgary, AB T2P 4H2
TriEmissions Holdings (US) Limited Partnership Alberta Chief Executive Office:
4600, 400 – 3 Avenue SW
Calgary, AB T2P 4H2
TriWest Capital Partners V (2015) Inc. Alberta (unspecified) Office:
4600, 400 – 3 Avenue SW
Calgary, AB T2P 4H2
TriWest Capital Partners V, LP Alberta (unspecified) Office:
4600, 400 – 3 Avenue SW
Calgary, AB T2P 4H2
TriWest Capital Partners V (US), LP Alberta (unspecified) Office:
4600, 400 – 3 Avenue SW
Calgary, AB T2P 4H2
USA
Innova Global Inc. California Chief Executive Office:

T2G 2W3
Innova Global LLC Delaware Chief Executive Office:
T2G 2W3
Braden Manufacturing, L.L.C. Delaware Chief Executive Office:
5199 N Mingo Road
Tulsa, Oklahoma 74117
52
MEXICO
Shelf Company No. 79 S. de R.L. de C.V. Monterrey (Ciudad Chief Executive Office:
Monterrey) 4000 – 4th Street SE, Suite 222, Calgary, Alberta
T2G 2W3
Shelf Company No. 82 S. de R.L. de CV Monterrey (Ciudad Chief Executive Office:
Monterrey) 4000 – 4th Street SE, Suite 222, Calgary, Alberta
T2G 2W3
AUSTRALIA
Innova Global Australia Pty Limited Victoria (unspecified) Office:

C/O TMF Corporate Services (Aust) Pty Limited
Level 16, 201 Elizabeth Street
Sydney, NSW 2000
Australia
(unspecified) Office:
T2G 2W3
UK
Innova Global Limited England and Wales Registered Office:

5th Floor, 6 St. Andrew Sreet, London EC4A 3AE
Books and Records:
5th Floor, 6 St. Andrew Sreet, London EC4A 3AE
- and -
T2G 2W3
53
NETHERLANDS
Innova Global Europe B.V. Amsterdam Registered Office:

Nieuw-Eyckholt 290 H,
6419 DJ Heerlen,
The Netherlands
Global Power Netherlands B.V. Amsterdam Registered Office:
6419 DJ Heerlen,
The Netherlands
Global Power Professional Servies Netherlands B.V. Amsterdam Registered Office:
6419 DJ Heerlen,
The Netherlands
Braden-Europe B.V. Amsterdam Registered Office:
6419 DJ Heerlen,
The Netherlands
54
This is Exhibit ‘J” referred to in the Affidavit of
Alex Corbett
Carl E. DaMon
Student-at-Law
55
EXECUTION VERSION
LOAN PARTY GUARANTEE
This Guarantee is made as of January 1,2016.
TO: Alberta Treasury Branches, in its capacity as Agent (as hereinafter defined)
For valuable consideration, receipt of which is hereby acknowledged, each of the undersigned (each a
“Guarantor” and, together with each other entity from time to time which becomes a Guarantor pursuant
to Section 24 hereof, collectively, the “Guarantors”) hereby irrevocably, absolutely and unconditionally
guarantees to the Lenders (as hereinafter defined) the full, prompt and punctual payment by each other
Loan Party of the Obligations (as hereinafter defined).
And each Guarantor agrees with the Lenders as follows:
1. Definitions. In this Guarantee unless there is something in the subject matter or context
inconsistent therewith, the following terms and expressions (including the singular and plural form
and derivatives thereof) shall have the following meanings:
(a) “Agent” means Alberta Treasury Branches, in its capacity as agent for the Lenders, and
includes any successor agent appointed pursuant to the Credit Agreement, and any
successor entity to Alberta Treasury Branches;
(b) “Borrower” means AEM Emissions Management Ltd., a corporation amalgamated under
the laws of Alberta, and its successors and assigns,
(c) Credit Agreement” means the Credit Agreement dated as of the date hereof among the
Borrower, the financial institutions which are or may hereafter become party thereto from
time to time, as lenders, and the Agent, providing for, infer alia, the Term Facility, the WIP
Facility and the Operating Facility, as such credit agreement may be amended, amended
and restated, modified, replaced, restated or supplemented from time to time;
(d) ‘Guarantee” means this Guarantee, as the same may be amended, amended and
restated, modified, supplemented, replaced or restated from time to time;
(e) including” has the meaning given to it in the Credit Agreement;
(f) ‘Lenders’ has the meaning given to it in the Credit Agreement, and for the purposes of
this Guarantee, also includes the Agent, the Swap Lenders, the Creditcard Lenders and
the Cash Management Lenders in those respective capacities;
(g) “Obligations” means all Secured Obligations of any Loan Party (other than the
applicable Guarantor); and
(h) “other Person” without limiting the breadth of such expression, includes other
Guarantors under this Guarantee, and any others who from time to time guarantee all or
any part of the Obligations under any other Loan Document.
Capitalized terms which are not otherwise defined herein shall have the meanings given to them
in the Credit Agreement.
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2. Acknowledgment of Agent Capacity. This Guarantee is given to the Agent in its capacity as
agent for the Lenders. All of the covenants, representations, warranties, rights, benefits and
protections made or given in favour of the Agent hereunder are acknowledged to be for the
benefit of the Lenders (including the Agent) from time to time.
3. Evidence of Accounts. Any account settled or stated between any Lender, on the one hand, and
the Borrower, on the other hand, shall be accepted by each Guarantor as prima fade evidence
that the amount thereby appearing due by the Borrower is so due.
4. Waiver of Defences. The liability of each Guarantor under this Guarantee shall be irrevocable,
unconditional and absolute and, without limiting the generality of the foregoing, the obligations of
each Guarantor shall not be released, discharged, limited or otherwise affected by, and each
Guarantor hereby waives as against the Lenders to the fullest extent permitted by Applicable
Law, any defence relating to:
(a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver,
subordination or release of the Borrower, any Guarantor or any other Person in respect of
any Obligation or otherwise unless such extension, other indulgence, renewal,
settlement, discharge, compromise, waiver, subordination or release shall expressly and
specifically release a specific Guarantor from its indebtedness, obligations or liabilities
hereunder or any part thereof, or is a payment of all the Obligations in full;
(b) any modification or amendment of or supplement to the Obligations, including any

increase or decrease in the principal, the rates of interest or other amounts payable in
respect thereof;
(C) any incapacity, disability or lack or limitation of status or power of the Borrower, any
Guarantor or any other Person or of the directors, officers, employees, partners or agents
thereof, or that the Borrower, any Guarantor or any other Person may not be a legal
entity, or any irregularity, defect or informality in the borrowing or obtaining of moneys or
credits in respect of the Obligations;
(d) any change in the existence, structure, constitution, name, control or ownership of the
Borrower, any Guarantor or any other Person;
(e) any insolvency, bankruptcy, amalgamation, merger, reorganization, arrangement or other

similar proceeding affecting the Borrower, any Guarantor or any other Person or the
assets of the Borrower, any Guarantor or any other Person;
(f) any change in the shareholdings or membership of the Borrower, any Guarantor or any
other Person through the retirement of one or more shareholders or partners or the
introduction of one or more shareholders or partners or otherwise;
(g) the existence of any claim, set-off or other rights which a Guarantor may have at any time
against the Borrower, any other Guarantor, any Lender or any other Person, whether in
connection with the Obligations or any unrelated transactions;
(h) any release or non-perfection or any invalidity, illegality or unenforceability relating to or

against the Borrower, any Guarantor or any other Person, whether relating to any
instrument evidencing the Obligations or any other Loan Document or any provision of
Applicable Law purporting to prohibit the payment by the Borrower, any Guarantor or any
other Person of any of the Obligations;
(i) any limitation, postponement, prohibition, subordination or other restriction on the rights
of any Lender to payment of the Obligations or to take any steps in respect thereof,
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including any stay of proceedings against the Borrower, any Guarantor or any other
Person;
U) any addition, substitution or release of any co-signer, endorser, other guarantor or any
other Person in respect of the Obligations;
(k) any failure of any Lender to make any presentment, demand for performance, notice of
non-performance, protest, and any other notice, including notice of:
(i) acceptance of this Guarantee;
(ii) partial payment or non-payment of all or any part of the Obligations; and
(iii) the existence, creation or incurring of new or additional Obligations;
(I) any failure of any Lender to proceed against the Borrower, any other Guarantor or any
other Person, to proceed against, apply or exhaust any security held from the Borrower,
any Guarantor or any other Person, or to proceed against or to pursue any other remedy
or recourse in the power of any Lender whatsoever;
(m) the benefit of any law which provides that the obligation of a guarantor must neither be
larger in amount nor in other respects more burdensome than that of the principal
obligation or which reduces a guarantor’s obligation in proportion to the principal
obligations:
(n) any incapacity, lack of authority, or other defence of the Borrower, any Guarantor or any
other Person, or by reason of the cessation from any cause whatsoever of the liability of
the Borrower, any Guarantor or any other Person with respect to all or any part of the
Obligations, or by reason of any act or omission of any Lender or others which directly or
indirectly results in the discharge or release of the Borrower, any Guarantor or all or any
part of the Obligations or any security, or guarantee therefor, whether by operation of law
or otherwise;
(o) any failure by any Lender to obtain, perfect or maintain a perfected (or any) Security
Interest upon any property of the Borrower, any Guarantor or any other Person or by
reason of any interest of any Lender in any property, whether as owner thereof or the
holder of a Security Interest therein or lien or encumbrance thereon, being invalidated,
voided, declared fraudulent or preferential or otherwise set aside, or by reason of any
impairment by any Lender of any right to recourse or collateral;
(p) the failure of any Lender to marshall any assets;
(q) any failure of any Lender to give to the Borrower, any Guarantor or any other Person
notice of any sale or other disposition of any property securing any or all of the
Obligations or any guarantee thereof, or any defect in any notice that may be given in
connection with any sale or other disposition of any such property, or any failure of any
Lender to comply with any provision of Applicable Law in enforcing any Security Interest
upon any such property, including any failure by any Lender to dispose of any such
property in a commercially reasonable manner;
(r) any dealing whatsoever with the Borrower, any Guarantor or any other Person or any
security, whether negligently or not, or any failure to do so;
(s) any extinguishment of all or any of the Obligations for any reason whatsoever (other than
the actual satisfaction thereof):
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(t) whether any Lender Swaps shall be in respect of commodity risk, interest rate risk,
currency risk or otherwise and whether on a financial or physical basis, and whether
speculative or not; or
(u) any other law, event or circumstance which might otherwise constitute a defence
available to, or a discharge of, any Guarantor, any other act or omission to act or delay of
any kind by the Borrower, any Guarantor, any Lender or any other Person, or any other
circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but
for the provisions of this Section 4, constitute a legal or equitable discharge, limitation or
: reduction of the obligations of any Guarantor hereunder (other than the payment or
satisfaction in full of all of the Obligations).
The foregoing provisions apply (and the foregoing waivers shall be effective) even if the effect is
to destroy or diminish any Guarantor’s subrogation rights, its right to proceed against the
Borrower for reimbursement, its right to recover contribution from any other Person or any other
right or remedy.
5. Indemnity. Each Guarantor shall be liable for and shall indemnify and save the Lenders harmless
from and against any and all losses, damages, costs, expenses or liabilities suffered or incurred
by any Lender resulting or arising from or relating to any failure of any other Loan Party to pay in
full or fully perform the Obligations as and when due, provided that the amount of such
indemnification shall not exceed the amount of the Obligations together with any and all other
amounts due and owing hereunder from time to time.
6. No Waiver. No delay on the part of any Lender in exercising any of its options, powers or rights,
or partial or single exercise thereof, shall constitute a waiver thereof. No amendment to this
Guarantee or waiver of any of the rights of any Lender hereunder shall be deemed to be made by
any Lender unless the same shall be in writing, duly signed by the Agent and the Guarantors and
each such waiver, if any, shall apply only with respect to the specific instance involved and for the
specific purpose for which given, and shall in no way impair the rights or liabilities of any Lender
or any Guarantor in any other respect at any other time.
7. Deemed Existence. If at any time, all or any part of any payment previously applied by any
Lender to any Obligation is or must be rescinded or returned to a Lender for any reason
whatsoever (including the insolvency, bankruptcy or reorganization of the Borrower, any
Guarantor or any other Person) such Obligation shall, for the purpose of this Guarantee, to the
extent that such payment is rescinded or returned, be deemed to have continued in existence,
notwithstanding such application by such Lender, and this Guarantee shall continue to be
effective or be reinstated, as the case may be, as to such Obligation, all as though such
application had not been made.
8. Assignment and Postponement. All present and future indebtedness and liabilities of the
Borrower to each Guarantor is hereby assigned by such Guarantor to the Agent and, following
the occurrence and during the continuance of an Event of Default, postponed to the Obligations
and all moneys received by such Guarantor in respect thereof will be received in trust for and will
be paid over to the Agent upon demand by the Agent. If any Lender receives from any Guarantor
a payment or payments in full or on account of the liability of such Guarantor hereunder, such
Guarantor will not be entitled to claim repayment against the Borrower until the Lender’s claims
against the Borrower have been irrevocably and unconditionally paid in full. In case of liquidation,
winding-up or bankruptcy of the Borrower (whether voluntary or involuntary) or any composition
with creditors or scheme of arrangement, the Lenders will have the right to rank for their full
claims and receive all dividends or other payments in respect thereof in priority to such Guarantor
until the claims of the Lenders have been irrevocably and unconditionally paid in full and such
Guarantor will continue to be liable hereunder for any balance which may be owing to the
Lenders by the Borrower. The foregoing provisions of this Section 8 will not in any way limit or
lessen the liability of any Guarantor under any other section of this Guarantee.
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9. Other Securities. This Guarantee is in addition to and not in substitution for any other guarantee
or any other securities by whomsoever given at any time held by any Lender for any present or
future Obligations and such Lender shall at all times have the right to proceed against or realize
upon all or any portion of any other guarantees or securities or any other money or assets to
which it may become entitled or have a claim in such order and in such manner as it in its sole
and unfettered discretion may deem fit.
10. Continuing Guarantee. Subject to Section 27, this Guarantee is a continuing guarantee and
shall remain in full force and effect in accordance with its terms until payment in full of all
(a)
amounts payable under this Guarantee and termination of the Lenders’ Commitments and
obligations under and pursuant to the Loan Documents; and (b) shall enure to the benefit of each
Lender and its respective successors and assigns, and shall be binding upon each Guarantor, its
successors and permitted assigns.
11. Enforcement of Guarantee. The obligations of each Guarantor under this Guarantee shall be
enforceable by the Agent upon demand by the Agent for payment of the Obligations made after
the occurrence and during the continuance of an Event of Default in accordance with the terms
[ hereof without the necessity of any action or recourse whatsoever against the Borrower, any
Guarantor or any other Person. The remedies provided in this Guarantee are cumulative and not
j exclusive of any remedies provided by Applicable Law, the Loan Documents or otherwise.
12. Subrogation. This Guarantee shall not be considered as wholly or partially satisfied by the
payment or liquidation at any time or times of any sum or sums of money for the time being due
or remaining unpaid to any Lender, and all dividends, compensations, proceeds of security
1 .1 valued and payments received by any Lender from the Borrower, any Guarantor or any other
Person or from any estate shall be regarded for all purposes as payments in gross without any
right on the part of any Guarantor to claim in reduction of the liability under this Guarantee the
benefit of any such dividends, compositions, proceeds or payments or any securities held by any
Lender or proceeds thereof, and no Guarantor shall have any right to be subrogated in any rights
of any Lender until the Lenders shall have received full, final and indefeasible payment and
performance of the Obligations and the Lenders have no further obligation to extend credit or
advance monies to or for the benefit of the Borrower.
13. Foreign Currency Obligations. Each Guarantor will make payment relative to each Obligation in
the currency (the “Original Currency”) in which the Borrower is required to pay such Obligation.
If any Guarantor makes payment relative to any Obligation to a Lender in a currency (the “Other
Currency”) other than the Original Currency (whether voluntarily or pursuant to an order or
judgment of a court or tribunal of any jurisdiction), such payment will constitute a discharge of the
liability of such Guarantor hereunder in respect of such Obligation only to the extent of the
amount of the Original Currency which such Lender is able to purchase at Calgary, Alberta with
the amount it receives on the date of receipt. If the amount of the Original Currency which such
Lender is able to purchase is less than the amount of such currency originally due to it in respect
of the relevant Obligation, each Guarantor will indemnify and save the Lenders harmless from
and against any loss or damage arising as a result of such deficiency. This indemnity will
constitute an obligation separate and independent from the other obligations contained in this
Guarantee, will give rise to a separate and independent cause of action, will apply irrespective of
any indulgence granted by any Lender and will continue in full force and effect notwithstanding
any judgment or order in respect of any amount due hereunder or under any judgment or order.
14. Guarantee of Payment and Performance. This Guarantee is a guarantee of payment and
performance and not of collection and is in addition and without prejudice to any securities of any
kind now or hereafter held by any Lender.
15. Costs. The Guarantors shall pay to the Agent all legal fees on a solicitor and his own client basis
and all other reasonable and documented out-of-pocket costs and expenses incurred by the
Lenders from time to time in the enforcement, realization and collection of or in respect of this
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Guarantee, which for the avoidance of doubt, in the case of legal fees and expenses, should be
limited to the fees and expenses of one separate law firm for the Lenders unless such
representation by the same legal counsel would be inappropriate due to actual or potential
differing interests or the employment thereof has been specifically authorized by the applicable
Guarantor in writing and such firm or firms shall be designated in writing by the Agent on behalf of
each Lender. The term “Obflgations” herein shall include all such costs and expenses.
16. Payment. All payments hereunder with respect to any Obligations shall be made to the Agent on
behalf of the Lenders at the Agent’s Branch of Account or at such other branch or agency of the
Agent as the Agent shall designate from time to time by notice in writing to the Borrower. All
Obligations shall be payable by the Guarantors on demand, shall from the date of such demand
bear interest at the rate or rates of interest then applicable to the Obligations under and
calculated in the manner provided in the Credit Agreement (including any adjustment to give
effect to the provisions of the Interest Act (Canada)).
17. Payment on Stay. lf(a) the Borrower is prevented from making payment of any of the Obligations
when it would otherwise be required to do so; or (b) any Lender is prevented from demanding
payment of the Obligations because of a stay or other judicial proceeding or any other legal
impediment, all Obligations or other amounts otherwise subject to demand, acceleration or
payment shall be payable by the Guarantors as provided for hereunder.
18. Waiver of Notice. Each Guarantor waives all notices which may be required by any statute, rule
of law, contract or otherwise to preserve the rights of any Lender against such Guarantor.
19. Taxes. (a) Any and all payments by any Guarantor hereunder shall be made without set-off or
counterclaim, free and clear of, and without deduction for or on account of, any Tax. If any
Guarantor shall be required by Applicable Law to deduct any Taxes from such payments, then: (i)
the sum payable shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section 19) the applicable
Lender receives an amount equal to the sum it would have received had no such deductions
been made; (ii) the applicable Guarantor shall make such deductions; and (iii) the applicable
Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in
accordance with Applicable Law.
(b) If any Lender is entitled to an exemption from or reduction of withholding tax under the
law of the jurisdiction in which a Guarantor is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Guarantee, it shall use commercially reasonable efforts
to deliver to the applicable Guarantor, at the time or times prescribed by Applicable Law, such
properly completed and executed documentation prescribed by Applicable Law or reasonably
requested by such Guarantor as will permit such payments to be made without withholding or at
such reduced rate.
(c) If the applicable Lender receives a refund, credit or deduction from a taxing authority
in respect of a payment by any Guarantor of Taxes, such Lender thereupon shall make
commercially reasonable efforts to repay the applicable Guarantor the amount with respect to
such refund, credit or deduction equal to any net reduction in Taxes actually obtained by such
Lender to be attributable to such refund, credit or deduction (net all reasonable out-of-pocket
expenses related thereto); provided that, such Guarantor shall, upon a request by the applicable
Lender, return such refund, credit or deduction to such party if such party is required to repay
such amount to the applicable taxing authority.
20. Governing Law and Submission to Jurisdiction. The parties agree that this Guarantee is
conclusively deemed to be made under, and for all purposes to be governed by and construed in
accordance with, the laws of the Province of Alberta and of Canada applicable therein. There
shall be no application of any conflict of laws or rules which would result in any laws other than
internal laws in force in the Province of Alberta applying to this Guarantee. The parties hereto do
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hereby irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province
of Alberta for all matters arising out of or relating to this Guarantee, or any of the transactions
contemplated hereby or by any thereof, without prejudice to the rights of any Lender to take
proceedings in other jurisdictions in which any assets of a Guarantor may be situate.
21. Severability. Any provision of this Guarantee which is or becomes prohibited or unenforceable in
any jurisdiction does not invalidate, affect or impair the remaining provisions hereof in such
jurisdiction and any such prohibition or unenforceability in any jurisdiction does not invalidate or
render unenforceable such provision in any other jurisdiction.
22. Notices. Any notice or other communication hereunder shall be made in accordance with the
terms of the Credit Agreement.
23. Acknowledgment. Each Guarantor confirms that its obligations under this Guarantee are not
subject to any promise or condition affecting or limiting its liability, and no statement,
representation, collateral agreement or promise by any Lender or by any officer, employee or
agent of it, forms any part of this Guarantee or has induced the making thereof, or shall be
deemed in any way to affect any Guarantor’s liability hereunder.
24. Additional Guarantors. Any Person may become a Guarantor hereunder by executing a
Guarantor Supplement substantially in the form of Exhibit A attached hereto and delivering the
same to the Agent. Any such Person shall thereafter be a “Guarantor” for all purposes under this
Guarantee, to the same extent as if it were an original signatory hereto.
25. Joint and Several Obligations. Each Guarantor’s liability under this Guarantee is joint and several
with all other Guarantors under this Guarantee, and with any other Person who from time to time
guarantees all or any part of the Obligations under any other Loan Document.
26. Waiver of Trial by Jury. The parties hereby waive, to the fullest extent permitted by Applicable
Law, any right they may have to a trial by jury in any legal proceeding directly or indirectly arising
out of or relating to this guarantee or the transactions contemplated hereby or thereby (whether
based on contract, tort or any other theory). The parties (a) certify that 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 and (b) acknowledge
that they have been induced to enter into this guarantee by, among other things, the waivers and
certifications in this section.
27. Termination and Release. At such time as the Obligations have been unconditionally and
irrevocably paid in full, the obligations of each Guarantor hereunder shall terminate, all without
delivery of any instrument or performance of any act by any party. The Agent shall, at the request
and expense of the Borrower or the Guarantors, execute and deliver to the Borrower or the
Guarantors such documents as the Borrower or the Guarantors shall reasonably request to
evidence any termination or release contemplated by this Section 27. Without limiting the
generality of the foregoing provision, each Guarantor shall automatically be released from its
obligations hereunder in the event that the Guarantor is no longer required to be a Loan Party in
accordance with Section 9.5(b) of the Credit Agreement.
28. Conflict. In the event of any conflict between the provisions of this Guarantee and the provisions
of the Credit Agreement which cannot be resolved by both provisions being complied with, the
provisions contained in the Credit Agreement will prevail to the extent of such conflict.
29. Counterpart Execution. This Guarantee may be executed by facsimile or other electronic means
and in any number of counterparts and by different parties in separate counterparts (including by
facsimile or other electronic means, including in pdf format), each of which when so executed
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0 shall be deemed to be an original and all of which taken together shall constitute one and the
same instrument.
[Signature Pages Follow]
a 174791/480397
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___________________________
__________________
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IN WITNESS WHEREOF each Guarantor has caused this Guarantee to be signed by the proper officers
duly authorized in that behalf as of the date and year first above written.
GUARANTOR:
By:
N#iefJon Spencer
TftIe:1 Director
GUARANTOR:
ATCO EMISSIONS MANAGEMENT INC.
By:
N4:,4on Spencer
TftI: Director
GUARANTOR:
ATCO NOISE MANAGEMENT LLC
By:
./e,/ion Spencer
T Ie: Manager
GUARANTOR:
SHELF COMPANY NO. 79S DE R.L. DE C.V.
By:
N//n Spencer
GUARANTOR:
SHELF COMPANY NO. 82S DE R.L. DE C.V.
By:
N/pencer
Ti le: Director
Signature Pages — Loan Party Guarantee

64
GUARANTOR:
AEM EMISSIONS MANAGEMENT LIMITED

PARTNERSHIP, by its general partner, AEM
EMISSIONS MANAGEMENT LTD.
e: Spencer
PTtIe: Director
GUARANTOR:
AEM EMISSIONS MANAGEMENT OPERATING

LTD.
Naspencer
Title: Director
Signature Pages — Loan Party Guarantee

65
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EXHIBIT A
Guarantor Supplement
This Guarantor Supplement (this Guarantor Supplement), dated as of [ 20_] is

made by [ 1, a [ ] (the “Additional Guarantor”), in favour of Alberta
Treasury Branches, in its capacity as Agent (the “Agent”),
Recitals
A. Pursuant to the Credit Agreement dated as of January 1, 2016 (as amended, amended and
restated, modified, replaced, restated or supplemented from time to time, the “Credit
Agreement’), by and among AEM Emissions Management Ltd. (the “Borrower”), the Lenders
party thereto from time to time (the “Lenders”), and the Agent, the Lenders have made certain
Facilities available to the Borrower.
B. The Borrower is required pursuant to the Credit Agreement to cause the Additional Guarantor to
deliver this Guarantor Supplement n order to cause the Additional Guarantor to become a
Guarantor under the Loan Party Guarantee (the ‘Guarantee”) dated as of January 1, 2016
executed by the Loan Parties (other than the Borrower).
C. The Additional Guarantor has received and will receive substantial direct and indirect benefits
from the Borrower’s compliance with the terms and conditions of the Credit Agreement.
D. Capitalized terms which are not otherwise defined herein shall have the meanings given to them
Agreement
NOW THEREFORE, in consideration of the funds advanced to the Borrower by the Lenders under the
Credit Agreement from time to time, and to enable the Borrower to comply with the terms of the Credit
Agreement, the Additional Guarantor hereby covenants, represents and warrants to the Lenders as
follows:
1. The Additional Guarantor hereby becomes a Guarantor (as defined in the Guarantee) for all
purposes of the Guarantee. Without limiting the foregoing, the Additional Guarantor hereby
(a) jointly and severally with the other Guarantors under the Guarantee (as provided in Section 25
thereof), guarantees to the Lenders (as defined in the Guarantee) from time to time the prompt
payment in full when due (whether at stated maturity, by acceleration or otherwise) of all
Obligations (as defined in Section 1 of the Guarantee) in the same manner and to the same
extent as is provided in the Guarantee, (b) accepts and agrees to perform and observe all of the
covenants and agreement set forth therein, and (C) waives the rights set forth in Section 4 of the
Guarantee.
2. Notice of acceptance of this Guarantor Supplement and of the Guarantee, as supplemented
j hereby, is hereby waived by the Additional Guarantor.
3. Notices and other communications shall be delivered to the Additional Guarantor pursuant to
Section 22 of the Guarantee.
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IN WITNESS WHEREOF, the Additional Guarantor has caused this Guarantor Supplement to be duly
executed and delivered as of the date and year first above written.
[NAME OF GUARANTOR]
By:
Name:
Title:
) 174791/480397
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September27 2017 is
This Guarantor Supplement (this “Guarantor Supplement), dated as of ,
made by Innova Global Australia Pty Limited (the “Additional Guarantor), in favour of Alberta Treasury
Branches, in its capacity as Agent (the Agent’).
Recitals
A. Pursuant to the Credit Agreement dated as of January 1, 2016, as amended by a first amending
agreement dated as of January 23, 2017 and as amended and restated pursuant to an amended
and restated credit agreement dated as of July 21, 2017 (as it may be further amended, amended
and restated, modified, replaced, restated or supplemented from time to time, the “Credit
Agreement”), by and among Innova Global Ltd. (as successor to AEM Emissions Management
Ltd. by way of name change, the “Borrower”), the Lenders party thereto from time to time (the
“Lenders”), and the Agent, the Lenders have made certain Facilities available to the Borrower.
deliver this Guarantor Supplement in order to cause the Additional Guarantor to become a
Guarantor under the Loan Party Guarantee (the “Guarantee”) dated as of January 1, 2016
Agreement
follows:
Guarantee.
hereby, is hereby waived by the Additional Guarantor.
4. This Guarantor Supplement is conclusively deemed to be made under, and for all purposes to be
governed by and construed in accordance with, the laws of the Province of Alberta and of
Canada applicable therein. There shall be no application of any conflict of laws or rules which
would result in any laws other than internal laws in force in the Province of Alberta applying to this
Guarantor Supplement. The Additional Guarantor hereby irrevocably submits and attorns to the
non-exclusive jurisdiction of the courts of the Province of Alberta for all matters arising out of or
relating to this Guarantor Supplement, or any of the transactions contemplated hereby or by any
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thereof without pmjudlca to the rights of any Lender to take proceedings In other jurisdictions In
which any assets of a Guarantor may be situate.
(SIGNATURE PAGE FOLLOWS)
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Signed sealed and )

delivered by Innova Global
Australia Pty Limited in
accordance with section 127
of the Corp rations Act 2001
Signature of director
I
-----..,—..----—------
Signature of director
Name of director (print) Name of director (print)
Signature Page to Guarantor Supplement (A US) (Loan Party Guarantee]

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•• •••
70
This Guarantor Supplement (this ‘Guarantor Supplement”), dated as of September27 2017 is

made by lnnova Global Limited (the “Additional Guarantor”), in favour of Alberta Treasury Branches, in
its capacity as Agent (the “Agent”),
Recitals
and restated credit agreement dated as of July 21, 2017 (as it may be further amended, amended
and restated, modified, replaced, restated or supplemented from time to time, the “Credit
Agreement”), by and among Innova Global Ltd. (as successor to AEM Emissions Management
Ltd. by way of name change, the ‘Borrower”), the Lenders party thereto from time to time (the
“Lenders”), and the Agent, the Lenders have made certain Facilities available to the Borrower.
Agreement
follows:
purposes of the Guarantee. Without limiting the foregoing, he Additional Guarantor hereby
Guarantee.
MT DOCS 16957578
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thereof, without prejudice to the rights of any Lender to take proceedings in other jurisdictions in
[SIGNATURE PAGE FOLLOWS]
MT DOCS 16957578
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INNOVA GLBAL LJlITED
By: ‘?1
Na e: Wes Au
Title: Director
S(gnature Page to Guarantor Supplement (UK) [Loan Party Guarantee]

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73
This Guarantor Supplement (this “Guarantor Supplement”), dated as of October 11, 2017 is made by
lnnova Global Holdings Limited Partnership (the “Additional Guarantor”), in favour of Alberta Treasury
Branches, in its capacity as Agent (the “Agent”).
Recitals
and restated credit agreement dated as of July 21, 2017, as amended by a first amending
agreement dated as of October 11, 2017 (as it may be further amended, amended and restated,
modified, replaced, restated or supplemented from time to time, the “Credit Agreement”), by and
among lnnova Global Ltd. (as successor to AEM Emissions Management Ltd. by way of name
change, the “Borrower”), the Lenders party thereto from time to time (the “Lenders”), and the
Agent, the Lenders have made certain Facilities available to the Borrower.
Agreement
follows:
covenants and agreement set forth therein, and (c) waives the rights set forth in Section 4 of the
Guarantee.
721663 v2
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thereof, without prejudice to the rights of any Lender to take proceedings in other jurisdictions in
721663 v2
____________________________________
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INNOVA GLOBAL HOLDINGS LIMITED

PARTNERSHIP, by Its general partner, INNOVA
GLOBAL LTD.
By:
Name: Harold Wong
Title: President and Chief Executive Officer
Signature Page to Guarantor Supplement [Loan Party Guaranteej

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76
This guarantor supplement (this “Guarantor Supplement”), dated as of December 13, 2017 is
made by each of the undersigned (each individually hereinafter referred to as an “Additional
Guarantor”), in favour of Alberta Treasury Branches, in its capacity as agent (the “Agent”).
Recitals
A. Pursuant to the Credit Agreement dated as of January 1, 2016, as amended by a first

amending agreement dated as of January 23, 2017 and as amended and restated
pursuant to an amended and restated credit agreement dated as of July 21, 2017, as
amended by a first amending agreement dated as of October 11, 2017 and by a second
amending agreement dated as of the date hereof (as it may be further amended,
amended and restated, modified, replaced, restated or supplemented from time to time,
the “Credit Agreement”), by and among Innova Global Ltd. (as successor to AEM
Emissions Management Ltd. by way of name change, the “Borrower”), the Lenders
party thereto from time to time (the “Lenders”), and the Agent, the Lenders have made
certain Facilities available to the Borrower.
B. The Borrower is required pursuant to the Credit Agreement to cause each Additional
Guarantor to deliver this Guarantor Supplement in order to cause each Additional
Guarantor to become a Guarantor under the Loan Party Guarantee (the “Guarantee”)
dated as of January 1, 2016 executed by the Loan Parties (other than the Borrower).
C. Each Additional Guarantor has received and will receive substantial direct and indirect
benefits from the Borrower’s compliance with the terms and conditions of the Credit
Agreement.
D. Capitalized terms which are not otherwise defined herein shall have the meanings given
to them in the Credit Agreement.
Agreement
NOW THEREFORE, in consideration of the funds advanced to the Borrower by the Lenders
under the Credit Agreement from time to time, and to enable the Borrower to comply with the
terms of the Credit Agreement, each Additional Guarantor hereby covenants, represents and
warrants to the Lenders as follows:
1. Each Additional Guarantor hereby becomes a Guarantor (as defined in the Guarantee)
for all purposes of the Guarantee. Without limiting the foregoing, each Additional
Guarantor hereby (a) jointly and severally with the other Guarantors under the
Guarantee (as provided in Section 25 thereof), guarantees to the Lenders (as defined in
the Guarantee) from time to time the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of all Obligations (as defined in Section 1 of the
Guarantee) in the same manner and to the same extent as is provided in the Guarantee,
(b) accepts and agrees to perform and observe all of the covenants and agreements set
forth therein, and (C) waives the rights set forth in Section 4 of the Guarantee.
2. Notice of acceptance of this Guarantor Supplement and of the Guarantee, as

supplemented hereby, is hereby waived by each Additional Guarantor.
174791/480397MT DOCS 17232011v4

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3. Notices and other communications shall be delivered to each Additional Guarantor

pursuant to Section 22 of the Guarantee.
4. This Guarantor Supplement is conclusively deemed to be made under, and for all
purposes to be governed by and construed in accordance with, the laws of the Province
of Alberta and of Canada applicable therein. There shall be no application of any conflict
of laws or rules which would result in any laws other than internal laws in force in the
Province of Alberta applying to this Guarantor Supplement. Each Additional Guarantor
hereby irrevocably submits and attorns to the non-exclusive jurisdiction of the courts of
the Province of Alberta for all matters arising out of or relating to this Guarantor
Supplement, or any of the transactions contemplated hereby or by any thereof, without
prejudice to the rights of any Lender to take proceedings in other jurisdictions in which
any assets of a Guarantor may be situate.
174791/480397MT DOCS 17232011v4

78
IN WITNESS WHEREOF, each Additional Guarantor has caused this Guarantor Supplement to
be duly executed and delivered as of the date and year first above written.
INNOVA GLOBAL EUROPE B.V.
Per:_1iiJZ-,
Name: D.R. Wong p
Title: managing director A
Per:
Name: L.H.M. Nix
Title: managing director B
GLOBAL POWER NETHERLANDS

B.V.
Per: J,LLaZ i i/c,

Name: D.R. Wong
Per:
Name: L.H.M. Nix
GLOBAL POWER PROFESSIONAL

SERVICES NETHERLANDS B.V.
Per: .__L1 -
,‘
,1 i2 /,i.’/
-..
Name: D.R. Wong

Per:
Name: L.H.M. Nix
Signature Page to Guarantor Supplement [Loan Party Guarantee]

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IN WITNESS WHEREOF, each Additional Guarantor has caused this Guarantor Supplement to
be duly executed and delivered as of the date and year first above written.
Per:
Name: D.R. Wong
Title: managidirector A
Per: cL
Name: Nix
GLOBAL POWER NETHERLANDS

B.V.
Per:
Name: D.R. Wong
Title: managg director A
Per:
Name: L’N4. Nix
GLOBAL POWER PROFESSIONAL

SERVICES NETHERLANDS B.V.
Per:
Name: D.R. Wong
Title: managin director A
Per:
Name: Nix
80
BRADEN-EUROPE B.V.
Per: -‘--—
Name: H.A. Wong

Per:
Name: L.H.M. Nix
BRADEN MANUFACTURING, L.L.C.
Per:
Name: Derrek Wong
Title: Vice President and Treasurer
Signature Page to Guarantor Supplement (Loan Party Guarantee]

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_______________________________
______________________
___________________
81
BRADEN-EUROPE BV.
Per:
Name: H.A. Wong
Title: managing direc or A
Per:
Name: L.H.
Per:
Name: Derrek Wong
Signature Page to Guarantor Supplement [Loan Party Guaranteej

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BRADEN-EUROPE B.V.
Per:
Name: H.A. Wong
Per:
Name: L.H.M. Nix
Per: _bL(4L.j 1e1

Name: Derrek Wong
Signature Page to Guarantor Supplement [Loan Party Guarantee]

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This is Exhibit ‘K’ referred to in the Affidavit of
Alex Corbett
Carl E. Dahien
Student-at-Law
84
EXECUTION VERSION
U.S. LOAN PARTY GUARANTEE
This Guarantee is made as of January 1,2016.
TO: Alberta Treasury Branches, in its capacity as Agent (as hereinafter defined)
For valuable consideration, receipt of which is hereby acknowledged, each of the undersigned (each a
“Guarantor” and, together with each other entity from time to time which becomes a Guarantor pursuant
to Section 24 hereof, collectively, the “Guarantors”) hereby irrevocably, absolutely and unconditionally
guarantees to the Lenders (as hereinafter defined) the full, prompt and punctual payment by each other
Loan Party of the Obligations (as hereinafter defined).
And each Guarantor agrees with the Lenders as follows:
inconsistent therewith, the following terms and expressions (including the singular and plural form
and derivatives thereof) shall have the following meanings:
(a) “Agent” means Alberta Treasury Branches, in its capacity as agent for the Lenders, and
includes any successor agent appointed pursuant to the Credit Agreement, and any
successor entity to Alberta Treasury Branches;
(b) “Borrower” means AEM Emissions Management Ltd., a corporation amalgamated under
the laws of Alberta, and its successors and assigns;
(c) “Credit Agreement” means the Credit Agreement dated as of the date hereof among the
Borrower, the financial institutions which are or may hereafter become party thereto from
time to time, as lenders, and the Agent, providing for, inter alia, the Term Facility, the WIP
Facility and the Operating Facility, as such credit agreement may be amended, amended
and restated, modified, replaced, restated or supplemented from time to time;
(d) “Guarantee” means this Guarantee, as the same may be amended, amended and
restated, modified, supplemented, replaced or restated from time to time;
(e) “including” has the meaning given to it in the Credit Agreement;
(f) “Lenders” has the meaning given to it in the Credit Agreement, and for the purposes of
this Guarantee, also includes the Agent, the Swap Lenders, the Creditcard Lenders and
the Cash Management Lenders in those respective capacities;
applicable Guarantor); and
(h) “other Person” without limiting the breadth of such expression, includes other
Capitalized terms which are not otherwise defined herein shall have the meanings given to them
4849-5843-4092\2
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agent for the Lenders. All of the covenants, representations, warranties, rights, benefits and
protections made or given in favour of the Agent hereunder are acknowledged to be for the
benefit of the Lenders (including the Agent) from time to time.
the Borrower, on the other hand, shall be accepted by each Guarantor as prima facie evidence
Guarantor hereby waives as against the Lenders to the fullest extent permitted by Applicable
Law, any defence relating to:

respect thereof;
(c) any incapacity, disability or lack or limitation of status or power of the Borrower, any


86
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Person;
(j) any addition, substitution or release of any co-signer, endorser, other guarantor or any
(I) any failure of any Lender to proceed against the Borrower, any other Guarantor or any
obligations;
or otherwise;
the actual satisfaction thereof);
87
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reduction of the obligations of any Guarantor hereunder (other than the payment or
right or remedy.
5. Indemnity. Each Guarantor shall be liable for and shall indemnify and save the Lenders harmless
from and against any and all losses, damages, costs, expenses or liabilities suffered or incurred
by any Lender resulting or arising from or relating to any failure of any other Loan Party to pay in
full or fully perform the Obligations as and when due, provided that the amount of such
6. No Waiver. No delay on the part of any Lender in exercising any of its options, powers or rights,
or partial or single exercise thereof, shall constitute a waiver thereof. No amendment to this
Guarantee or waiver of any of the rights of any Lender hereunder shall be deemed to be made by
any Lender unless the same shall be in writing, duly signed by the Agent and the Guarantors and
each such waiver, if any, shall apply only with respect to the specific instance involved and for the
specific purpose for which given, and shall in no way impair the rights or liabilities of any Lender
or any Guarantor in any other respect at any other time.
with creditors or scheme of arrangement, the Lenders will have the right to rank for their full
claims and receive all dividends or other payments in respect thereof in priority to such Guarantor
until the claims of the Lenders have been irrevocably and unconditionally paid in full and such
Guarantor will continue to be liable hereunder for any balance which may be owing to the
Lenders by the Borrower. The foregoing provisions of this Section 8 will not in any way limit or
lessen the liability of any Guarantor under any other section of this Guarantee.
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(a) shall remain in full force and effect in accordance with its terms until payment in full of all
amounts payable under this Guarantee and termination of the Lenders’ Commitments and
obligations under and pursuant to the Loan Documents; and (b) shall enure to the benefit of each
Lender and its respective successors and assigns, and shall be binding upon each Guarantor, its
successors and permitted assigns.
hereof without the necessity of any action or recourse whatsoever against the Borrower, any
Guarantor or any other Person. The remedies provided in this Guarantee are cumulative and not
exclusive of any remedies provided by Applicable Law, the Loan Documents or otherwise.
valued and payments received by any Lender from the Borrower, any Guarantor or any other
of any Lender until the Lenders shall have received full, final and indefeasible payment and
performance of the Obligations and the Lenders have no further obligation to extend credit or
advance monies to or for the benefit of the Borrower.
of the relevant Obligation, each Guarantor will indemnify and save the Lenders harmless from
and against any loss or damage arising as a result of such deficiency. This indemnity will
Lenders from time to time in the enforcement, realization and collection of or in respect of this
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Guarantee, which for the avoidance of doubt, in the case of legal fees and expenses, should be
limited to the fees and expenses of one separate law firm for the Lenders unless such
each Lender. The term “Obligations” herein shall include all such costs and expenses.
behalf of the Lenders at the Agent’s Branch of Account or at such other branch or agency of the
Agent as the Agent shall designate from time to time by notice in writing to the Borrower. All
Obligations shall be payable by the Guarantors on demand, shall from the date of such demand
bear interest at the rate or rates of interest then applicable to the Obligations under and
17. Payment on Stay. If (a) the Borrower is prevented from making payment of any of the Obligations
19. Taxes. (a) Any and all payments by any Guarantor hereunder shall be made without set-off or
counterclaim, free and clear of, and without deduction for or on account of, any Tax. If any
Guarantor shall be required by Applicable Law to deduct any Taxes from such payments, then: (i)
the sum payable shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section 19) the applicable
Lender receives an amount equal to the sum it would have received had no such deductions
been made; (ii) the applicable Guarantor shall make such deductions; and (iii) the applicable
Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in
accordance with Applicable Law.
law of the jurisdiction in which a Guarantor is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Guarantee, it shall use commercially reasonable efforts
to deliver to the applicable Guarantor, at the time or times prescribed by Applicable Law, such
properly completed and executed documentation prescribed by Applicable Law or reasonably
requested by such Guarantor as will permit such payments to be made without withholding or at
such reduced rate.
(c) If the applicable Lender receives a refund, credit or deduction from a taxing authority
in respect of a payment by any Guarantor of Taxes, such Lender thereupon shall make
commercially reasonable efforts to repay the applicable Guarantor the amount with respect to
such refund, credit or deduction equal to any net reduction in Taxes actually obtained by such
Lender to be attributable to such refund, credit or deduction (net all reasonable out-of-pocket
expenses related thereto); provided that, such Guarantor shall, upon a request by the applicable
Lender, return such refund, credit or deduction to such party if such party is required to repay
such amount to the applicable taxing authority.
20. Governing Law and Submission to Jurisdiction. THE VALIDITY, CONSTRUCTION, AND
ENFORCEABILITY OF THIS GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES
THEREOF, EXCEPT TO THE EXTENT THAT THE REMEDIES HEREUNDER ARE
MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE
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OF NEW YORK. Whenever possible, each provision of this Guarantee and any other statement,
instrument, or transaction contemplated hereby or relating hereto shall be interpreted so as to be
effective and valid under such applicable law, but if any provision of this Guarantee or any other
statement, instrument, or transaction contemplated hereby or relating hereto is held to be
prohibited or invalid under such applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision, the
remaining provisions of this Guarantee, or any other statement, instrument, or transaction
contemplated hereby or relating hereto. The parties hereto do hereby irrevocably submit and
attorn to the non-exclusive jurisdiction of the courts of the Province of Alberta for all matters
arising out of or relating to this Guarantee, or any of the transactions contemplated hereby or by
any thereof, without prejudice to the rights of any Lender to take proceedings in other jurisdictions
in which any assets of a Guarantor may be situate.
22. Notices. Any notice or other communication hereunder shall be made in accordance with the
terms of the Credit Agreement.
27. Termination and Release. At such time as the Obligations have been unconditionally and
irrevocably paid in full, the obligations of each Guarantor hereunder shall terminate, all without
delivery of any instrument or performance of any act by any party. The Agent shall, at the request
and expense of the Borrower or the Guarantors, execute and deliver to the Borrower or the
Guarantors such documents as the Borrower or the Guarantors shall reasonably request to
evidence any termination or release contemplated by this Section 27. Without limiting the
generality of the foregoing provision, each Guarantor shall automatically be released from its
obligations hereunder in the event that the Guarantor is no longer required to be a Loan Party in
accordance with Section 9.5(b) of the Credit Agreement.
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29. Counterrart Execution. This Guarantee may be executed by facsimile or other electronic means
shall be deemed to be an original and all of which taken together shall constitute one and the
same instrument.

__________________
_______________________
92
IN WITNESS WHEREOF each Guarantor has caused this Guarantee to be signed by the proper officers
duly authorized in that behalf as of the date and year first above written.
GUARANTOR:
ATCO EMISSIONS MANAGEMENT INC.
By:
Title.
GUARANTOR:
ATCO NOISE MANAGEMENT LLC
By:
le:
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EXHIBIT A
This Guarantor Supplement (this “Guarantor Supplement”), dated as of [ 20_j is

,
made by F 1, a 1 1 (the “Additional Guarantor”), in favour of Alberta

Treasury Branches, in its capacity as Agent (the “Agent”).
Recitals
A. Pursuant to the Credit Agreement dated as of January 1, 2016 (as amended, amended and
restated, modified, replaced, restated or supplemented from time to time, the “Credit
Agreement”), by and among AEM Emissions Management Ltd. (the “Borrower”), the Lenders
Guarantor under the U.S. Loan Party Guarantee (the “Guarantee”) dated as of January 1, 2016
Agreement
follows:
Guarantee.
______________________________________
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[NAME OF GUARANTOR]
By:
Name:
Title:
95
This Guarantor Supplement (this Guarantor Supplement”), dated as of December 13, 2017 is made by
Braden Manufacturing, L.L.C., a Delaware limited liability company (the “Additional Guarantor”), in
favour of Alberta Treasury Branches, in its capacity as Agent (the “Agent”).
RECITALS
A. Pursuant to the Amended and Restated Credit Agreement dated as of July 21, 2017 (as
amended, amended and restated, modified, replaced, restated or supplemented from time to
time, the “Credit Agreement”), by and among Innova Global Ltd. (the “Borrower”), the Lenders
Guarantor under the U.S. Loan Party Guarantee (the “Guarantee”) dated as of January 1, 2016
executed by Innova Global Inc. (formerly ATCO Emissions Management Inc.) and Innova Global
LLC (formerly ATCO Noise Management LLC).
AGREEMENT
follows:
Guarantee.
Signature page follows
US.1 15057678.03
96
By:_LZU4L / 1bQ2V
Name: Derrek Wong
Signature Page to Guarantor Supplement

97
This is Exhibit “L” referred to in the Affidavit of
Alex Corbett
Cad E. Dahien
Student-at-Law
98
EXECUTION VERSION
AMENDED, RESTATED AND CONSOLIDATED LIMITED RECOURSE GUARANTEE

INNOVA MANAGEMENTCOS AND EMPLOYEECOS
DATED: February 8, 2019
AMONG:
1941263 Alberta Ltd., 1941198 Alberta Ltd. (collectively, the “Managementcos”),
1948354 Alberta Ltd., 1948376 Alberta Ltd., 1948384 Alberta Ltd., 1948398 Alberta Ltd.,
1949035 Alberta Ltd., 1949040 Alberta Ltd., 1065630 B.C. Unlimited Liability Company,
1065642 B.C. Unlimited Liability Company, 1065651 B.C. Unlimited Liability Company
(collectively, the “Employeecos”), 2058548 Alberta Ltd. and 2058814 Alberta Ltd.
(collectively, the “Additional Employeecos”)
AND:
ATB FINANCIAL (formerly Alberta Treasury Branches), in its capacity as Agent
(as hereinafter defined)
RECITALS:
A. The Managementcos granted a limited recourse guarantee dated as of February 12, 2016 in
favour of the Agent for the benefit of the Secured Parties (as amended, amended and restated,
modified, replaced, restated or supplemented and as previously confirmed from time to time, the
“Original Managementco Guarantee”).
B. The Employeecos and 1948370 Alberta Ltd. (“1948370”) granted a limited recourse guarantee
dated as of March 9, 2016 in favour of the Agent for the benefit of the Secured Parties, as
supplemented by a limited recourse guarantee supplement dated as of September 29, 2017
granted by the Additional Employeecos (as so supplemented, as amended, amended and
restated, modified, replaced, restated or supplemented and as previously confirmed from time to
time, the “Original Employeeco Guarantee” and together with the Original Managementco
Guarantee, collectively, the “Original Guarantees”).
C. The Guarantors and the Agent have agreed to amend and restate the Original Guarantees on the
terms set forth in this Guarantee to, inter alia, (i) remove 1948370 as a Guarantor, and (ii)
consolidate the Original Guarantees.
D. This Guarantee amends and restates each of the Original Guarantees in their entirety and
consolidates the Original Guarantees into this Guarantee.
NOW THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, each of the
Guarantors hereby agrees with the Agent, for the rateable benefit of the Secured Parties, as follows:
PART I. INTERPRETATION
inconsistent therewith, capitalized terms used herein and not otherwise defined in this Guarantee
(including the recitals hereto) shall have the meanings as are ascribed to such terms in the Credit
Agreement and, in addition:
(a) “Agent” means ATB Financial (formerly Alberta Treasury Branches), in its capacity as
agent for the Secured Parties, and includes any successor agent appointed pursuant to
the Credit Agreement, and any successor entity thereto.
(b) “Borrower” means Innova Global Ltd. (formerly AEM Emissions Management Ltd.), a
corporation amalgamated under the laws of Alberta, and its successors and assigns.
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(c) “Credit Agreement” means the second amended and restated credit agreement dated
as of October 19, 2018 among the Borrower, as borrower, the Lenders and the Agent, as
amended, restated, supplemented or otherwise modified from time to time.
(d) “Guarantee” means this amended, restated and consolidated limited recourse guarantee,
including its recitals and exhibits, as amended, restated, supplemented or otherwise
modified from time to time.
(e) “Guarantors” means the Managementcos, the Employeecos, the Additional

Employeecos and each other Person from time to time which becomes a Guarantor
pursuant to Section 24 hereof together with all of their respective successors and
assigns.
(f) “including” has the meaning given to it in the Credit Agreement.
applicable Guarantor).
(h) “Partnership” means Innova Global Limited Partnership (formerly AEM Emissions
Management Limited Partnership), a partnership formed under the law of Alberta, and its
successors and assigns.
(i) “other Person” without limiting the breadth of such expression, includes other
(j) “Pledge Agreement” means the amended, restated and consolidated pledge agreement
dated as of the date hereof among the Guarantors, as pledgors and the Agent, as
amended, restated, supplemented or otherwise modified from time to time.
PART II. GUARANTEE
2. Guarantee. Each Guarantor (together with each other Person from time to time which becomes a
Guarantor pursuant to Section 24 hereof) hereby irrevocably, absolutely and unconditionally
guarantees to the Agent for the benefit of the Secured Parties, the full, prompt and punctual
payment of the Obligations.
agent for the Secured Parties. All of the covenants, representations, warranties, rights, benefits
and protections made or given in favour of the Agent hereunder are acknowledged to be for the
benefit of the Secured Parties (including the Agent) from time to time.
the Borrower, on the other hand, shall be accepted by each Guarantor as prima facie evidence
Guarantor hereby waives as against the Secured Parties to the fullest extent permitted by
Applicable Law, any defence relating to:
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respect thereof;
(c) any incapacity, disability or lack or limitation of status or power of the Borrower, any


Person;
(j) any addition, substitution or release of any co-signer, endorser, other guarantor or any
(l) any failure of any Lender to proceed against the Borrower, any other Guarantor or any
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obligations;
or otherwise;
the actual satisfaction thereof);
reduction of the obligations of any Guarantor hereunder (other than the payment or
right or remedy.
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6. Indemnity. Each Guarantor shall be liable for and shall indemnify and save the Secured Parties
harmless from and against any and all losses, damages, costs, expenses or liabilities suffered or
incurred by any Lender resulting or arising from or relating to any failure of any other Loan Party
to pay in full or fully perform the Obligations as and when due, provided that the amount of such
with creditors or scheme of arrangement, the Secured Parties will have the right to rank for their
full claims and receive all dividends or other payments in respect thereof in priority to such
Guarantor until the claims of the Secured Parties have been irrevocably and unconditionally paid
in full and such Guarantor will continue to be liable hereunder for any balance which may be
owing to the Secured Parties by the Borrower. The foregoing provisions of this Section 8 will not
in any way limit or lessen the liability of any Guarantor under any other section of this Guarantee.
(a) shall remain in full force and effect in accordance with its terms until payment in full of all
amounts payable under this Guarantee and termination of the Secured Parties’ Commitments
and obligations under and pursuant to the Loan Documents; and (b) shall enure to the benefit of
each Lender and its respective successors and assigns, and shall be binding upon each
Guarantor, its successors and permitted assigns.
hereof without the necessity of any action or recourse whatsoever against the Borrower, any
Guarantor or any other Person, provided that the recourse of the Agent hereunder is limited to
enforcing its rights and remedies against the security granted under the Pledge Agreement and
no recourse for any such purpose may be had nor will judgement be issued or other process
levied against any other assets or rights of the Guarantors. The remedies provided in this
Guarantee are cumulative and not exclusive of any remedies provided by Applicable Law, the
Loan Documents or otherwise.
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valued and payments received by any Lender from the Borrower, any Guarantor or any other
of any Lender until the Secured Parties shall have received full, final and indefeasible payment
and performance of the Obligations and the Secured Parties have no further obligation to extend
credit or advance monies to or for the benefit of the Borrower.
of the relevant Obligation, each Guarantor will indemnify and save the Secured Parties harmless
from and against any loss or damage arising as a result of such deficiency. This indemnity will
PART III. GENERAL
Secured Parties from time to time in the enforcement, realization and collection of or in respect of
this Guarantee, which for the avoidance of doubt, in the case of legal fees and expenses, should
be limited to the fees and expenses of one separate law firm for the Secured Parties unless such
each Lender. The term “Obligations” herein shall include all such costs and expenses.
behalf of the Secured Parties at the Agent’s Branch of Account or at such other branch or agency
of the Agent as the Agent shall designate from time to time by notice in writing to the Borrower.
All Obligations shall be payable by the Guarantors on demand, shall from the date of such
demand bear interest at the rate or rates of interest then applicable to the Obligations under and
17. Payment on Stay. If (a) the Borrower is prevented from making payment of any of the Obligations
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19. Taxes.
(a) Any and all payments by any Guarantor hereunder shall be made without set-off or
counterclaim, free and clear of, and without deduction for or on account of, any Tax. If
any Guarantor shall be required by Applicable Law to deduct any Taxes from such
payments, then: (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums payable under
this Section 19) the applicable Lender receives an amount equal to the sum it would have
received had no such deductions been made; (ii) the applicable Guarantor shall make
such deductions; and (iii) the applicable Guarantor shall timely pay the full amount
deducted to the relevant Governmental Authority in accordance with Applicable Law.
law of the jurisdiction in which a Guarantor is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Guarantee, it shall use
commercially reasonable efforts to deliver to the applicable Guarantor, at the time or
times prescribed by Applicable Law, such properly completed and executed
documentation prescribed by Applicable Law or reasonably requested by such Guarantor
as will permit such payments to be made without withholding or at such reduced rate.
(c) If the applicable Lender receives a refund, credit or deduction from a taxing authority in
respect of a payment by any Guarantor of Taxes, such Lender thereupon shall make
commercially reasonable efforts to repay the applicable Guarantor the amount with
respect to such refund, credit or deduction equal to any net reduction in Taxes actually
obtained by such Lender to be attributable to such refund, credit or deduction (net all
reasonable out-of-pocket expenses related thereto); provided that, such Guarantor shall,
upon a request by the applicable Lender, return such refund, credit or deduction to such
party if such party is required to repay such amount to the applicable taxing authority.
20. Governing Law and Submission to Jurisdiction. The parties agree that this Guarantee is
conclusively deemed to be made under, and for all purposes to be governed by and construed in
accordance with, the laws of the Province of Alberta and of Canada applicable therein. There
shall be no application of any conflict of laws or rules which would result in any laws other than
internal laws in force in the Province of Alberta applying to this Guarantee. The parties hereto do
hereby irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province
of Alberta for all matters arising out of or relating to this Guarantee, or any of the transactions
contemplated hereby or by any thereof, without prejudice to the rights of any Lender to take
proceedings in other jurisdictions in which any assets of a Guarantor may be situate.
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22. Notices. All notices, advices, requests and demands hereunder shall be in writing (including
facsimile transmissions) or, if by telephone, immediately confirmed in writing, and shall be given
to or made upon the respective parties hereto at:
(a) in the case of the Guarantors, at the address set forth opposite their names on the
signature page hereto; and
(b) in the case of the Agent,
ATB Financial
th th
6 Floor, 585-8 Avenue S.W.
Calgary, Alberta T2P 1G1
Attention: Director, Commercial Group
Facsimile: (403) 974-5191
or at such other address as any party shall thereafter designate for itself by notice in
writing to the Agent.
All notices shall be effective upon actual receipt. In the event of any discrepancy between any
telephone notice, advice, request or demand and the written confirmation thereof, the telephone
version shall govern with respect to actions taken by the recipient thereof before such recipient
has had a reasonable time to act after its receipt of the written confirmation.
Unless the Agent otherwise prescribes:
(c) notices and other communications sent to an email address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return email or other written
acknowledgement), provided that if such notice or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next Business Day for the
recipient; and
(d) notices or communications posted to an internet or intranet website shall be deemed

received upon the deemed receipt by the intended recipient as its email address as
described in the foregoing clause (c) of notification that such notice or communication is
available and identifying the website address therefor.
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27. Amendments and Waivers.
(a) This Guarantee may be amended, modified, supplemented, waived or released with
respect to any Guarantor without the approval of any other Guarantor and without
affecting the obligations of any other Guarantor hereunder. This Guarantee may only be
amended, supplemented or otherwise modified by written agreement executed by the
Agent and the Guarantor affected by such amendment, supplement or other modification.
(b) No consent or waiver by the Agent or the Secured Parties in respect of this Guarantee is
binding unless made in writing and signed by an authorized officer of the Agent. Any
consent or waiver given under this Guarantee is effective only in the specific instance and
for the specific purpose and with respect to the specific Guarantor for which it is given.
No waiver of any of the provisions of this Guarantee constitutes a waiver of any other
provision.
(c) No delay on the part of any Lender in exercising any of its options, powers or rights, or
partial or single exercise thereof, shall constitute a waiver thereof.
28. Assignment. The rights of the Agent under this Guarantee may be assigned by the Agent without
the prior consent of the Guarantors. The Guarantors may not assign their obligations under this
Agreement without the prior written consent of the Agent.
29. Termination and Release. This Guarantee and the obligations created hereunder will terminate
with respect to any Guarantor, all without delivery of any instrument or performance of any act by
any party, when: (a) the Obligations have been unconditionally and irrevocably paid in full, or (b)
the Partnership purchases the Pledged Units (as defined in the Pledge Agreement) of such
Guarantor in accordance with the Limited Partnership Agreement (as defined in the Pledge
Agreement). Upon such termination, the Agent shall, at the request and expense of the Borrower
or the applicable Guarantor(s), execute and deliver to the Borrower or such Guarantor(s) such
documents as the Borrower or such Guarantor(s) shall reasonably request to evidence any
termination or release contemplated by this Section 29 (collectively, the “Release Documents”).
The Guarantors and the Agent acknowledge and agree that the Partnership has redeemed the
Pledged Units of 1948370, that 1948370 is not subject to any obligations under this Guarantee
and that the Agent has satisfied all of its obligations under this Section 29 with respect to Release
Documents for 1948370.
31. Counterpart Execution. This Guarantee may be executed by facsimile or other electronic means
shall be deemed to be an original and all of which taken together shall constitute one and the
same instrument.
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32. Amendment, Restatement and Consolidation. This Guarantee amends, restates and
consolidates each of the Original Guarantees and constitutes the entire agreement between the
parties to this Guarantee with respect to the matters contemplated herein as of the date hereof,
without novation and without in any way affecting the rights or obligations of any party which may
have accrued pursuant to the provisions of each of the Original Guarantees prior to their
amendment, restatement and consolidation pursuant to this Guarantee.
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110
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115
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EXHIBIT A
Limited Recourse Guarantor Supplement
This Limited Recourse Guarantor Supplement (this “Guarantor Supplement”), dated as of

[_______________, 20__] is made by [_______________], a [_______________] (the “Additional
Guarantor”), in favour of ATB Financial, in its capacity as agent for the Secured Parties (the “Agent”).
RECITALS:
A. Pursuant to the Second Amended and Restated Credit Agreement dated as of October 19, 2018
(as amended, amended and restated, modified, replaced, restated or supplemented from time to
time, the “Credit Agreement”), by and among Innova Global Ltd. (the “Borrower”), the financial
institutions party thereto from time to time as lenders (the “Lenders”), and the Agent, the Lenders
have made certain Facilities available to the Borrower.
Guarantor under the Amended, Restated and Consolidated Limited Recourse Guarantee
(the “Guarantee”) dated as of , 201● among the Persons party thereto from time to time as
Guarantors and the Agent.
in the Guarantee, including the definitions of terms incorporated in the Guarantee by reference to
the Credit Agreement and/or any other agreement.
Agreement, the Additional Guarantor hereby covenants, represents and warrants to the Agent, for the
rateable benefit of the Secured Parties, as follows:
1. The Additional Guarantor has received a copy of, and has reviewed, the Guarantee and is
executing and delivering this Guarantor Supplement to the Agent pursuant to Section 24 of the
Guarantee.
2. Effective from and after the date of this Guarantor Supplement is executed and delivered to the
Agent by the Additional Guarantor:
a. the Additional Guarantor is and shall be deemed for all purposes to be, a Guarantor
under the Guarantee, as if the Additional Guarantor was, effective as of the date of this
Guarantor Supplement, an original signatory to the Guarantee, as a Guarantor; and
b. the Additional Guarantor:
i. jointly and severally with the other Guarantors under the Guarantee (as provided
in Section 25 thereof), guarantees to the Agent for the benefit of the Secured
Parties, from time to time the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of all Obligations in the same manner and
to the same extent as is provided in the Guarantee;
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ii. accepts and agrees to perform and observe all of the covenants and agreement
set forth therein; and
iii. waives the rights set forth in Section 5 of the Guarantee.
3. Each reference to a Guarantor in the Guarantee shall be deemed to include the Additional
Guarantor. The terms and provisions of the Guarantee are incorporated by reference in this
Guarantor Supplement.
4. The Additional Guarantor represents and warrants to the Agent that this Guarantor Supplement
has been duly authorized, executed and delivered by the Additional Guarantor and constitutes a
legal, valid and binding obligation of the Additional Guarantor enforceable against the Additional
Guarantor in accordance with its terms.
5. Except as expressly supplemented hereby, the Guarantee shall remain in full force and effect,
unamended.
7. This Guarantor Supplement shall be governed by and interpreted and enforced in accordance
with the laws of the Province of Alberta and the federal laws of Canada applicable therein.
8. This Guarantor Supplement and the Guarantee shall be binding upon the Additional Guarantor
and its successors and permitted assigns. The Additional Guarantor shall not assign its rights and
obligations under this Guarantor Supplement or the Guarantee or any interest in this Guarantor
Supplement or the Guarantee without the prior written consent of the Agent.

10. Transmission of an executed signature page by facsimile, email or other electronic means is as
effective as a manually executed counterpart of this Guarantor Supplement.
[Signature Page Follows]
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GUARANTOR: [NAME OF GUARANTOR]
Attention: ●
Facsimile: ● By:
Name:
Title:
Guarantor Supplement to Amended, Restated and Consolidated Limited Recourse Guarantee

Innova Employeecos / Innova Managementcos
124
This is Exhibit “M” referred to in the Affidavit of
Alex Corbett
Carl E Dahien
Student-at-Law
125
EXECUTION VERSION
GENERAL SECURITY AGREEMENT
This GENERAL SECURITY AGREEMENT (this “Agreement”) dated as of January 1, 2016, is made by
AEM Emissions Management Ltd., an Alberta corporation (the “Borrower”), 1938247 Alberta Ltd., an
Alberta corporation, AEM Emissions Management Operating Ltd., an Alberta corporation, and AEM
Emissions Management Limited Partnership, a limited partnership registered under the laws of Alberta,
(collectively the “Obligors” and individually an “Obligor”), to and in favour of Alberta Treasury Branches,
as administrative agent (in such capacity, together with its successors in such capacity or any of its
nominees, the “Agent”) for the banks and other financial institutions (the “Lenders”) from time to time
party to the Credit Agreement.
RECITALS
A. It is a condition precedent to the obligation of the Lenders to make their respective loans to and
extensions of credit to the Borrower under the Credit Agreement that the Obligors shall have
executed and delivered this Agreement to the Agent for the rateable benefit of the Agent, the
Lenders, the Swap Lenders, the Creditcard Lenders and Cash Management Lenders (collectively
the “Secured Parties”, and individually a “Secured Party”).
B. Now, therefore, in consideration of the premises herein, to induce the Agent and the Lenders to
enter into the Credit Agreement and to induce the Lenders to make their respective loans and
extensions of credit to the Borrower thereunder, and for other valuable consideration the receipt
and sufficiency of which are conclusively acknowledged by the Obligors, each Obligor hereby
agrees with the Agent, for the rateable benefit of the Secured Parties, as follows:
1. Definitions. Capitalized words and phrases used but not otherwise defined herein have the
meaning ascribed thereto in the Credit Agreement. In addition:
(a) “Credit Agreement” means the credit agreement dated as of the date hereof among the
Borrower, as borrower, the Agent and the Lenders, as amended, supplemented or
otherwise modified from time to time.
(b) “Secured Obligations” has the meaning set forth in the Credit Agreement; and
(c) the terms “chattel paper’, “documents of title”, “goods”, “instruments”, “intangibles”,
“money”, “personal property”, “proceeds” and “investment property” have the
meanings attributed thereto in the Personal Property Security Act (Alberta) (including all
amendments thereto or restatements thereof and regulations thereunder, the “PPSA”).
2. Grant of Security. As general and continuing collateral security for the due payment and
performance of the Secured Obligations, and as security for the performance and observance of
the covenants and agreements on the part of each Obligor herein contained, each Obligor hereby
grants, mortgages, charges and assigns to and in favour of the Agent, for the rateable benefit of
the Secured Parties, as and by way of:
(a) a fixed and specific mortgage, charge and security interest over all of each Obligor’s
present and after-acquired right, title, estate and interest (whether freehold, leasehold,
profit a prendre or otherwise, and whether legal or equitable, corporeal or incorporeal) in
and to all real property described in Schedule A hereto from time to time together with all
buildings, structures, improvements, expansions, erections, works, fixtures and building
materials now or hereafter built, erected, constructed or placed thereon, and all
accretions and accessions thereto, substitutions therefor and any other property placed
upon or associated with, or necessary for the effective use or operation of such property,
and all proceeds from any of the foregoing;
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(b) a first floating mortgage, charge and security interest over all of each Obligor’s present
and after-acquired right, title, estate and interest (whether freehold, leasehold, profit a
prendre or otherwise, and whether legal or equitable, corporeal or incorporeal) in and to
all real property, buildings, structures, improvements, expansions, erections, works and
fixtures, wherever located, and all accretions and accessions thereto, substitutions
therefor, and all proceeds thereof, in each case other than the property validly subject to
the fixed charge created by Section 2(a) above; and
(c) a first priority security interest in all of each Obligor’s right, title, estate and interest in and
to all of its present and after-acquired personal property (both tangible and intangible) of
every nature and kind and wherever situate and all proceeds thereof in the form of goods,
chattel paper, investment property, documents of title, instruments, money or intangibles
(including without limitation each Cash Collateral Account), together with all other
property and undertakings of each Obligor not included in Section 2(a) or 2(b).
In this Agreement, the mortgages, charges and security interests hereby constituted are referred to
collectively as the “Security Interest” and the subject matter of the Security Interest is referred to as
the “Collateral”.
3. Contractual Rights. The Security Interest does not and will not extend to, and the Collateral will
not include, any agreement, right, franchise, license or permit (the “Contractual Rights”) to
which any Obligor is a party or of which any Obligor has the benefit, to the extent that the creation
of the Security Interest herein is expressly prohibited by the terms of the Contractual Rights or
would permit any Person to terminate the Contractual Rights, but such Obligor will hold its
interest therein in trust for the Agent, for its own benefit and on behalf of the Lenders; provided,
however, that the Contractual Rights excluded pursuant to this Section 3 shall be excluded from
the Security Interest to the extent and for so long as such Contractual Rights continues to
expressly prohibit the creation of the Security Interest or would permit any Person to terminate
the Contractual Rights, and upon the expiration of such prohibition or ability to terminate, the
Contractual Rights to which such prohibition previously applied shall automatically be included in
the Security Interest without further action on the part of the Obligors or the Agent.
4. Intellectual Property.
(a) The Security Interest with respect to trade-marks constitutes a security interest in, and a
charge, hypothecation and pledge of, such Collateral in favour of the Agent, for the
rateable benefit of the Secured Parties, but does not constitute an assignment or
mortgage of such Collateral to the Agent or any Secured Party.
(b) Until the Security Interest is enforceable, the grant of the Security Interest in the
Intellectual Property does not affect in any way each Obligor’s rights to commercially
exploit the Intellectual Property, defend it, enforce such Obligor’s rights in it or with
respect to it against third parties in any court or claim and be entitled to receive any
damages with respect to any infringement of it.
(c) At such time as the Agent is lawfully entitled to exercise its rights and remedies under
Section 8, each Obligor grants to the Agent an irrevocable, nonexclusive licence
(exercisable without payment of royalty or other compensation to such Obligor) to use,
assign or sublicense any Intellectual Property in which such Obligor has rights wherever
the same may be located, including in such licence access to (i) all media in which any of
the licensed items may be recorded or stored, and (ii) all software and computer
programs used for compilation or print-out. The license granted under this Section is to
enable the Agent to exercise its rights and remedies under Section 8 and for no other
purpose.
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(d) The Agent acknowledges that the standard of quality for the use, assignment or
sublicensing of Intellectual Property of each Obligor shall be no less than the standard of
quality employed by such Obligor as of the day before the exercise of rights and
remedies under Section 8 by the Agent in conjunction with wares and/or services sold in
association with such Intellectual Property.
5. Attachment. Each Obligor confirms that value has been given, that such Obligor has rights in
the Collateral, and that such Obligor and neither the Agent nor any other Secured Party have
agreed to postpone the time for attachment of the Security Interest to any of the Collateral. In
respect of Collateral which is acquired after the date of execution hereof, the time for attachment
will be the time when each Obligor acquires such Collateral. Each Obligor further confirms that
no right or interest it currently owns or is entitled to (including any leasehold or similar interest)
could or would be terminated, impaired or otherwise cease to exist as result of entering into this
Agreement.
6. Last Day of Lease Term Excluded. The last day of the term of any lease, oral or written, or any
agreement therefor, now held or hereafter acquired by each Obligor shall be excepted from the
Security Interest hereof and shall not form part of the Collateral, but each Obligor shall stand
possessed of such one day in trust for the Agent, and shall assign and dispose of the same as
the Agent of such lease or agreement shall direct. The Agent may at any time after the
occurrence and during the continuance of an Event of Default remove any Obligor as trustee and
appoint another in its place.
7. Crystallization of Floating Charge. Without limiting its rights hereunder to crystallize and fix the
floating charge created by Section 2(b) in any other manner or the powers, rights and remedies of
the Agent hereunder in respect of the Collateral, the Agent may, at any time and from time to
time, crystallize and fix such floating charge in respect of all or a portion of the property subject
thereto by giving notice thereof to an Obligor, without any requirement for further intervention by
the Agent (whether by the taking of possession, the appointment of a receiver or otherwise). To
the extent permitted by any applicable laws, statutes, rules, by-laws and regulations, or any
applicable official directives, orders, judgments and decrees, consents, exemptions, approvals,
licences, guidelines or policies of any Governmental Authority (whether or not having the force of
law) relating to any Person, property, transaction or event, whether applicable in Canada, the
United States of America or any other jurisdiction, as all of the same may be amended or
modified from time to time, (collectively herein, Applicable Law”), but not in limitation of any
occurrences that at law cause a floating charge security to crystallize or become fixed, each
Obligor agrees that the floating charge security created by Section 2(b) shall crystallize and
become fixed immediately and without any requirement for any notice or intervention on the part
of the Agent, if and upon the occurrence of an Event of Default. Each Obligor shall execute such
further documents, make all filings and registrations, provide such legal opinions and do all acts
reasonably requested by the Agent to give effect to the foregoing. Each Obligor shall, forthwith
on demand being made by the Agent, pay all reasonable fees, costs and expenses incurred by
the Agent, its agents or any other Secured Party in connection with the filing, re-filing, registering,
re-registering, depositing and re-depositing of this Agreement and all such supplementary and
corrective instruments and all additional mortgage and security documents. The fees, costs and
expenses incurred by the Agent, its agents or any other Secured Party hereunder shall be
secured hereby and shall become part of the Secured Obligations.
8. Remedies. Subject to Section 9 hereof and in addition to any other rights, remedies or other
entitlements set forth in any other Loan Document, upon the occurrence and during the
continuance of any Event of Default under the Credit Agreement, the Agent will be entitled to
exercise any of the remedies specified below:
(a) Receiver. The Agent may appoint by instrument in writing one or more receivers,
managers or receiver/managers for the Collateral or the business and undertaking of
each Obligor pertaining to the Collateral (a “Receiver”). Any such Receiver will have, in
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addition to any other rights, remedies and powers which a Receiver may have at law, in
equity or by statute, the rights and powers set out in clauses (c) through (f) in this
Section 8. In exercising such rights and powers, any Receiver will act as, and for all
purposes will be deemed to be, the agent of each Obligor, and neither the Agent nor any
other Secured Party will be responsible for any act or default of any Receiver. The Agent
may remove any Receiver and appoint another from time to time.
(b) Right to Have Court Appoint a Receiver. The Agent may, at any time, apply to a court of
competent jurisdiction for the appointment of a Receiver, or other official, who may have
powers the same as, greater or lesser than, or otherwise different from, those capable of
being granted to a Receiver appointed by the Agent pursuant to this Agreement, or file
proof of claims and other documents with a court of competent jurisdiction in any
proceeding (including any bankruptcy, proposal, reorganization, arrangement, winding-up
or other similar proceeding) relating to each Obligor.
(c) Power of Sale. The Receiver may sell, consign, lease or otherwise dispose of any
Collateral by public auction, private tender, private contract, lease or deferred payment
with or without notice, advertising or any other formality, all of which are hereby waived
by each Obligor. Any Receiver may, at its discretion establish the terms of such
disposition, including terms and conditions as to credit, upset, reserve bid or price. All
payments made pursuant to such dispositions will be credited against the Secured
Obligations only as they are actually received. Any Receiver may buy in, rescind or vary
any contract for the disposition of any Collateral and may dispose of any Collateral
without being answerable for any loss occasioned thereby. Any such disposition may
take place whether or not the Receiver has taken possession of the Collateral.
(d) Pay Liens and Borrow Money. The Agent or any Receiver may pay any liability secured
by any actual or threatened Lien against any Collateral. Any Receiver may borrow
money for the maintenance, preservation or protection of any Collateral or for carrying on
any of the business or undertaking of each Obligor pertaining to the Collateral and may
grant Liens in any Collateral as security for the money so borrowed, in each case in such
amounts, and with such priority, as approved by the Agent and directed by any governing
court. Each Obligor will forthwith upon demand reimburse the Agent and the Receiver,
as applicable, for all such payments and borrowings and such payments and borrowings
will be secured hereby and will be deemed to form part of the Secured Obligations.
(e) Collection by Receiver. The Receiver may seize, collect, realize, maintain, dispose of,
enforce, repair, replace, protect, preserve, substitute, prepare, process, release to third
parties or otherwise deal with (and exercise each Obligor’s rights in) any Collateral in
such manner, upon such terms and conditions and at such time as it deems advisable
without notice to any Obligor, including:
(i) to ask, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in
connection with the Collateral;
(ii) to require each Obligor to deliver possession of the Collateral at such place or
places as directed by the Receiver;
(iii) to receive, endorse, and collect any drafts or other instruments, documents and
chattel paper in connection with Section 8(e)(i) above;
(iv) to file any claims or take any action or institute any proceedings which the
Receiver may deem to be necessary or desirable for the collection of the
Collateral or to enforce compliance with the terms and conditions of any contract
or any account;
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(v) to cause any or all of the inventory and equipment and, to the extent tangible
property, other goods to be placed in a public or field warehouse; and
(vi) to perform the obligations of each Obligor hereunder and under any of the other
Loan Documents.
(f) Carry on Business. The Receiver may carry on or concur in the carrying on, or cease the
carrying on, of all or any part of the business or undertaking of each Obligor and receive
all proceeds, rents, revenues, profits and any other income thereof, and enter into any
contract it deems reasonable, and may to the exclusion of each Obligor and without
charge by any Obligor enter upon, occupy and use all or any of the premises, buildings,
plants and undertakings of or occupied or used by each Obligor and may use any or all of
the machinery, equipment, tools and other assets of each Obligor for such time as the
Receiver sees fit, free of charge from any Obligor, to carry on the business of each
Obligor and, if applicable, to produce or manufacture or complete the production or
manufacture of any resources or products, to pack and ship or transport the resources or
products, to employ and discharge any Persons upon such terms and remuneration as it
deems appropriate, and generally to have the same rights and powers as each Obligor
would have in carrying on such business were it not in default.
(g) Receipt of Proceeds. The Agent may, by notice to an Obligor, direct it to, and thereupon
such Obligor shall, receive all proceeds of Collateral in trust for the Agent, not commingle
the same with any other property or funds of that Obligor and, unless the Agent shall
have otherwise instructed such Obligor, deliver or cause to be delivered all such
proceeds in the exact form received, together with any necessary endorsements, to the
Agent or to such Person or Persons as the Agent may designate.
(h) Pay Indebtedness. The Agent or any Receiver may pay all or any part of any
indebtedness of each Obligor, whether prior to or subordinate to the Security Interest,
with any such payment being included in the expenses of realization of the Agent.
(i) Foreclosure. The Agent or any Receiver may foreclose (by either an order for
foreclosure or an order for judicial sale) upon the Collateral pursuant to Applicable Law.
(j) Commence Actions. The Agent or any Receiver may commence and proceed with any
actions or judicial proceedings seeking such legal and/or equitable remedies as the
Agent or Receiver deems advisable to protect and enforce its rights hereunder and in the
Collateral, and may settle or adjust disputes and claims directly with Account Obligor (as
such term is defined below in subparagraph (k)(vi)) for amounts and on terms that the
Agent considers advisable.
(k) Assigned Accounts. With respect to all debts, accounts, claims, moneys, receivables and
other similar items of personal property assigned and transferred to the Agent hereunder
(the “Assigned Accounts”):
(i) Collection. The Agent may collect, realize, sell or otherwise deal with the
Assigned Accounts or any part thereof in such manner, upon such terms and
conditions and at such time or times as may seem to it advisable and without
notice to any Obligor (except as otherwise required by Applicable Law);
(ii) Not Bound to Collect. The Agent shall not be liable or accountable for any failure
to collect, realize, sell or otherwise deal with or obtain payment of the Assigned
Accounts or any part thereof and shall not be bound to institute proceedings for
the purpose of collecting, realizing, selling or otherwise dealing with or obtaining
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payment of the same or for the purpose of preserving any rights of the Agent,
any Obligor or any other Person in respect of the same;
(iii) Application. All moneys collected or received by the Agent in respect of the
Assigned Accounts may be applied on account of such parts of the Secured
Obligations as the Agent in its discretion determines in accordance with the
Credit Agreement or, in the discretion of the Agent, may be held in a separate
collateral account for such time as the Agent sees fit, or released to an Obligor;
(iv) Trustee. All moneys collected or received by an Obligor in respect of the

Assigned Accounts shall be held in trust by such Obligor for the benefit of the
Agent, and paid over to the Agent forthwith;
(v) Information. Each Obligor shall from time to time forthwith on request of the
Agent furnish to the Agent any information relating to the Assigned Accounts,
and the Agent shall be entitled from time to time to inspect any documents
pertaining thereto and take temporary custody thereof;
(vi) Notifications. The Agent may at any time notify any account debtor (an
Account Obligor”) to make payment of the Assigned Accounts to or to the
order of the Agent; and
(vii) Control of Proceeds. The Agent may take control of any proceeds of the
Assigned Accounts.
(I) Retention of Collateral. The Agent may elect to retain any Collateral in satisfaction of, or
partial satisfaction of, the Secured Obligations. The Agent may designate any part of the
Secured Obligations to be satisfied by the retention of particular Collateral which the
Agent considers to have a net realizable value approximating the amount of the
designated part of the Secured Obligations, in which case only the designated part of the
Secured Obligations will be deemed to be satisfied by the retention of the particular
Collateral. The Agent may also exercise any remedies in accordance with the PPSA.
(m) Limitation of Liability. Neither the Agent nor any other Secured Party or a Receiver will
be liable or accountable for any failure to take possession of, seize, collect, realize,
dispose of, enforce or otherwise deal with any Collateral and none of them will be bound
to institute proceedings for any such purposes or for the purpose of reserving or
preserving any rights, remedies and powers of the Agent, any Obligor or any other
person or entity in respect of any Collateral. If any Receiver or the Agent takes
possession of any Collateral, neither the Agent nor any Receiver will have any liability as
a mortgagee in possession or be accountable for anything except actual receipts.
(n) Extensions of Time. The Agent may grant renewals, extensions of time and other
indulgences, accept compositions, grant releases and discharges, and otherwise deal or
fail to deal with any Obligor, debtors of any Obligor, guarantors, sureties and others and
with any Collateral as the Agent may see fit, all without prejudice to the liability of each
Obligor to the Agent or the Agent’s rights, remedies and powers under this Agreement,
any other Loan Documents, at law, or in equity.
(o) Validity of Sale. No Person dealing with the Agent or any Receiver, or with any officer,
employee, agent or solicitor of the Agent or any Receiver will be concerned to inquire
whether the Security Interest has become enforceable, whether the right, remedy or
power of the Agent or the Receiver has become exercisable, whether any Secured
Obligations remains outstanding, or otherwise as to the proprietary or regularity of any
dealing by the Agent or the Receiver with any Collateral or to see to the application of
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any money paid to the Agent or the Receiver, and in the absence of fraud on the part of
such Person such dealings will be deemed, as regards such Person, to be within the
rights, remedies and powers hereby conferred and to be valid and effective accordingly.
(p) Effect of Appointment of Receiver. As soon as the Agent takes possession of any
Collateral or appoints a Receiver, all powers, functions, rights and privileges of the
applicable Obligor including any such powers, functions, rights and privileges which have
been delegated to directors, officers of such Obligor or committees with respect to such
Collateral will cease, unless specifically continued by the written consent of the Agent or
the Receiver.
(q) Time for Payment. If the Agent demands payment of any Secured Obligations that are
payable on demand or if any Secured Obligations are otherwise due by maturity or
acceleration, it will be deemed reasonable for the Agent to exercise its remedies
immediately if such payment is not made, and any days of grace or any time for payment
that might otherwise be required to be afforded to any Obligor at law or in equity is
hereby irrevocably waived by each Obligor.
(r) No Implied Waiver. The rights of the Agent (whether arising under this Agreement, any
other Loan Document, any other agreement or at law or in equity) will not be capable of
being waived or varied otherwise than by an express waiver or variation in writing, and
each such waiver shall apply only to the specific matter being waived and shall not
constitute a waiver of any other right, and in particular any failure to exercise or any delay
in exercising any of such rights will not operate as a waiver or variation of that or any
other such right; any defective or partial exercise of any of such rights will not preclude
any other or further exercise of that or any other such right, and no act or course of
conduct or negotiation on the part of the Agent or on its behalf will in any way preclude
the Agent from exercising any such right or constitute a suspension or any variation of
any such right.
(s) Rights Cumulative. The rights, remedies and powers conferred by this Section 8 are in
addition to, and not in substitution for, any other rights, remedies or powers that the
Agent or any other Secured Party may have under any other Loan Document, at law, in
equity or by or under the PPSA or any other statute or agreement. The Agent may
proceed by way of any action, suit or other proceeding at law or in equity and no right,
remedy or power of the Agent will be exclusive of, or dependent on, any other. The
Agent may exercise any of its rights, remedies or powers separately or in combination
and at any time.
(t) Indemnity. Each Obligor shall indemnify and save harmless the Agent and each other
Secured Party from and against any and all demands, damages, liabilities, claims,
actions and reasonable and properly documented costs and charges whatsoever and
howsoever suffered or incurred by the Agent or any other Secured Party as a result of the
acts of any Receiver appointed pursuant to clause (a) of this Section 8.
9. Enforcement Expenses; Indemnities
(a) Each Obligor agrees to pay or reimburse each Secured Party and the Agent for all its
costs and expenses incurred in collecting against such Obligor under the grant of security
contained in Section 2 (as applicable) or otherwise enforcing or preserving any rights
under this Agreement and the other Loan Documents to which such Obligor is a party,
including, without limitation, the fees and disbursements of counsel (including the
allocated fees and expenses of in-house counsel) to each Secured Party and of counsel
to the Agent.
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(b) Each Obligor agrees to pay, and to save the Agent and the Secured Parties harmless
from, any and all liabilities with respect to, or resulting from any delay in paying, any and
all Excluded Taxes which may be payable or determined to be payable with respect to
any of the Collateral or in connection with any of the transactions contemplated by this
Agreement.
(c) Each Obligor agrees to pay, and to save the Agent and the Secured Parties harmless
from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to
the execution, delivery, enforcement, performance and administration of this Agreement.
(d) The agreements in this Section 9 shall survive repayment of the Secured Obligations and
all other amounts payable under the Credit Agreement and the other Loan Documents.
10. Application of Amounts Received. Each Obligor and the Agent agree that the proceeds arising
from any enforcement of this Agreement (whether by the Agent or any Receiver) that are
received by the Agent will be applied in the following order:
(a) first, to the payment in full of all fees of the Agent and all out-of-pocket costs, fees and
expenses (including all legal fees on a solicitor and his own client full indemnity basis)
incurred by the Agent, any other Secured Party, or any Receiver or other enforcement
agent appointed by the Agent or a court of competent jurisdiction, as the case may be, in
connection with the collection or enforcement of the Secured Obligations owed to the
Agent, as applicable, the enforcement of the Security Interests or the preservation of the
Collateral; and
(b) second, to the payment in full of the Secured Obligations in accordance with the Credit
Agreement.
11. Limitation on Duties Regarding Preservation of Collateral. The Agents sole duty with
respect to the custody, safekeeping and physical preservation of Collateral in its possession or
under its control will be to use reasonable care in the custody and preservation of such Collateral.
Each Obligor agrees that the Agent will be deemed to have used reasonable care in the custody
and preservation of Collateral if the Agent deals with such Collateral in the same manner as the
Agent deals with similar property for its own account and, to the extent permitted by Applicable
Law, the Agent need not take any steps to preserve rights against any other Person (including
prior parties). Neither the Agent, any other Secured Party nor any of their respective directors,
officers, employees or agents will be liable for failure to demand, collect or realize upon the
Collateral or for any delay in doing so or will be under any obligation to sell or otherwise dispose
of any Collateral upon the request of any Obligor or otherwise.
12. No Liability. The Agent shall not be liable for any error of judgment or act done by it in good
faith, or be otherwise responsible or accountable under any circumstances whatsoever, except
for its gross negligence or wilful misconduct, The Agent shall have the right to rely on any
instrument, document or signature authorizing or supporting any action taken or proposed to be
taken by the Agent hereunder, believed by the Agent in good faith to be genuine. All moneys
received by the Agent under this Agreement shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, but need not be segregated in any
manner from any other moneys (except to the extent required by Applicable Law), and the Agent
shall be under no liability for interest on any moneys received by it hereunder. Each Obligor
hereby ratifies and confirms any and all acts which the Agent or its substitutes shall do lawfully by
virtue hereof.
13. Obligor Remains Liable. Anything herein to the contrary notwithstanding, (a) each Obligor shall
remain liable with respect to and under all Collateral (including all of its duties and obligations
arising under any leases, licenses, permits, reservations, contracts, agreements, instruments,
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contractual rights and government orders, authorizations, licenses and permits now or hereafter
pertaining thereto) to the same extent as if this Agreement had not been executed, (b) the
exercise by the Agent of any of the rights hereunder shall not release any Obligor from any of its
duties or obligations with respect to or under any Collateral, and (c) neither the Agent nor any
other Secured Party shall have any obligation or liability with respect to or under any Collateral by
reason of this Agreement, nor shall the Agent or any other Secured Party be obligated to perform
any of the obligations or duties of any Obligor thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder. Without limiting the generality of the
foregoing, nothing contained in this Agreement shall be construed as rendering the Agent or any
other Secured Party liable, directly or indirectly, for any obligations of an Obligor under any
agreement, instrument, permit, lease, license or other document subject to the Security Interest
hereof, or any judgment, decree or order of any Governmental Authority.
14. Representations. Each Obligor represents and warrants to the Agent and acknowledges that
the Agent and each other Secured Party is relying on these representations and warranties
without independent inquiry in entering into the Loan Documents:
(a) each Obligor’s chief executive office is located in the Province of Alberta; and
(b) each Obligor (i) has a good and beneficial title to its interest in the Collateral; (ii) has the
right to mortgage its interest in the Collateral; (iii) on enforcement, the Agent shall have
quiet possession of its interest in the Collateral, free from all Liens except for Permitted
Encumbrance; and (iv) it has done no act to encumber its interest in the Collateral except
as has otherwise been agreed in writing with the Agent or otherwise permitted by the
Credit Agreement.
Nothing in this Agreement shall be construed as subordination by the Agent or any other Secured
Party of the Security Interest to any of the Permitted Encumbrance, it being the intent that all
Security Interests shall be a first priority security interest.
15. Covenants. Each Obligor covenants and agrees with the Agent that:
(a) Further Documentation; Pledge of Instruments. At any time and from time to time, upon
the written request of the Agent, and at the sole expense of the Obligors, each Obligor
will promptly and duly execute and deliver such further instruments and documents and
take such further action as the Agent may reasonably request for the purpose of
obtaining or preserving the full benefits of this Agreement and of the rights and powers
herein granted, including the filing or execution of any financing or financing change
statements under any Applicable Law with respect to the Security Interest. Each Obligor
also hereby authorizes the Agent to file any such financing or financing change statement
without the signature of any Obligor to the extent permitted by Applicable Law. Without
limiting the generality of the foregoing, each Obligor agrees that the Agent will have the
right, acting reasonably, to require that this Agreement be amended or supplemented:
(i) to reflect any changes in Applicable Law, whether arising as a result of statutory
amendments, court decisions or otherwise; (ii) to facilitate the creation and registration of
appropriate security in all appropriate jurisdictions; or (iii) if any Obligor amalgamates with
any other Person or enters into any reorganization, in each case in order to confer upon
the Agent the Security Interest intended to be created hereby.
(b) Further Identification of Collateral. Each Obligor will furnish to the Agent from time to
time such statements and schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral as the Agent may reasonably request,
all to the extent necessary to permit the Collateral to be sufficiently described.
16. Agent’s Appointment as Attorney-in-Fact. Upon the Security Interest becoming enforceable,
each Obligor hereby irrevocably constitutes and appoints the Agent and any officer or agent
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thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of such Obligor and in the name of such Obligor or in
its own name, from time to time in the Agents reasonable discretion, for the purpose of carrying
out the terms of this Agreement, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to accomplish the purposes of
this Agreement and which such Obligor being required to take or execute has failed to take or
execute. Each Obligor hereby ratifies all that said attorneys will lawfully do or cause to be done
by virtue hereof. This power of attorney is a power coupled with an interest and will be
irrevocable until the Secured Obligations have been unconditionally and irrevocably paid and
performed in full. Each Obligor also authorizes the Agent, at any time and from time to time, to
execute any endorsements, assignments or other instruments of conveyance or transfer with
respect to the Collateral in connection with the sale provided for in Section 8(c) hereof.
17. No Impairment. To the extent permitted by Applicable Law, the Security Interest shall not be
impaired by any indulgence, moratorium or release which may be granted, including any renewal,
extension or modification which may be granted with respect to any Secured Obligations, or any
surrender, compromise, release, renewal, extension, exchange or substitution which may be
granted in respect of the Collateral, or any part thereof or any interest therein, or any release or
indulgence granted to any endorser, guarantor or surety of any of the Secured Obligations.
18. Waiver. Each Obligor hereby expressly waives demand for payment, presentment, protest and
notice of dishonour of this Agreement. Any failure or omission by the Agent to present this
Agreement for payment, protest or provide notice of dishonour will not invalidate or adversely
affect in any way any demand for payment or enforcement proceeding taken under this
Agreement.
19. Expenses. Each Obligor agrees to pay the Agent forthwith on demand all costs, charges and
expenses, including without limitation all legal fees (on a solicitor and his own client full indemnity
basis) incurred by the Agent in connection with the administration, recovery or enforcement of
payment of any amounts payable hereunder whether by realization or otherwise. All such sums
will be secured hereby and will be added to the Secured Obligations and bear interest at the rate
set forth in the Credit Agreement.
20. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality or enforceability of the remaining provisions
hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.
21. Interpretation. The paragraph headings used in this Agreement are for convenience of
reference only and are not to affect the construction hereof or be taken into consideration in the
interpretation hereof. When used in this Agreement, the word “including” means “including
without limitation”. Any reference in this Agreement to any statute will include all regulations
thereunder from time to time, and will include such statute as the same may be amended,
supplemented or replaced from time to time.
22. Enurement and Assignment. This Agreement will be binding upon each Obligor and its
successors and will enure to the benefit of the Agent and its successors and assigns. No Obligor
will assign this Agreement without the Agent’s prior written consent, which may be withheld in its
sole discretion. In the event the ownership of the Collateral or any part thereof becomes vested
in a Person other than an Obligor, then, without notice to any Obligor, such successor or
successors in interest may be dealt with, with reference to this Agreement and to the
indebtedness secured hereby, in the same manner as with the Obligors, without in any way
vitiating or discharging any Obligor’s liability hereunder or for the payment of the indebtedness or
performance of the obligations secured hereby.
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23. Non-Exclusivity of Remedies. This Agreement and the Security Interest are in addition to and
not in substitution for any other security now or hereafter held by the Agent in respect of any
Obligor, the Secured Obligations or the Collateral. No remedy for the enforcement of the rights of
the Agent hereunder will be exclusive of or dependent on any other such remedy but any one or
more of such remedies may from time to time be exercised independently or in combination. The
Agent will not be obliged to exhaust its recourse against any Obligor, any other party or surety or
any other security it may hold with respect to the Secured Obligations before realizing upon or
otherwise dealing with this Agreement in such manner in the Agents discretion. The Agent may
grant extensions of time or other indulgences, take and give up securities, accept compositions,
grant releases and discharges and otherwise deal with each Obligor and with other parties,
sureties or securities in its discretion, without prejudice to the liability of any Obligor in respect of
this Agreement.
24. No Merger. The Agreement will not operate by way of merger of any of the Secured Obligations
and no judgment recovered by the Agent will operate by way of merger of or in any way affect the
security of this Agreement which is in addition to and not in substitution for any other security now
or hereafter held by the Agent or any other Secured Party with respect to the Secured
Obligations.
25. Governing Law; Attornment. This Agreement will be governed by and construed in accordance
with the laws of the Province of Alberta and the laws of Canada applicable therein, without giving
effect to the conflict of law principles thereof. Without prejudice to the ability of the Agent to
enforce this Agreement in any other proper jurisdiction, each Obligor hereby irrevocably submits
and attorns to the non-exclusive jurisdiction of the courts of the Province of Alberta, or any
appellate court thereof, for the purposes of this Agreement.
26. Notices. All notices and other communications provided for herein shall be given in the manner
and subject to the terms of Section 14.8 of the Credit Agreement.
27. Inconsistency. To the extent that there is any inconsistency or ambiguity between the
provisions of the Credit Agreement or any other Loan Document and this Agreement, then, as
between each Obligor and the Agent, the provisions of the Credit Agreement or such other Loan
Document will govern to the extent necessary to eliminate such inconsistency or ambiguity. For
certainty, if there is any right or remedy of the Agent set forth in this Agreement which is not set
forth in the Credit Agreement or any other Loan Document, or if there is any right or remedy of
the Agent set forth in the Credit Agreement or any other Loan Document which is not set forth in
this Agreement, the existence of such additional right or remedy shall not constitute a conflict.
28. Termination. This Agreement and the security interest created hereunder will terminate when
the Collateral is no longer subject to the security interest in accordance with the Credit
Agreement. Upon such termination any Collateral then in the custody of the Agent or its nominee
must be re-delivered to each Obligor as soon as practicable and the Agent will execute and
deliver to such Obligor such financing statements and other documents or instruments as such
Obligor may reasonably require.
29. Time of the Essence. Time will be of the essence in this Agreement.
30. Counterparts and Facsimile. This Agreement may be signed in any number of counterparts
(including by pdf or other electronic means), each of which shall be deemed to be an original, but
all such separate counterparts shall together constitute one and the same instrument.
31. Statutory Waivers. Each Obligor acknowledges receipt of an executed copy of this Agreement.
To the fullest extent permitted by Applicable Law, each Obligor waives all of the rights, benefits
and protections given by the provisions of any existing or future statute which imposes limitations
upon the powers, rights or remedies of a secured party or upon the methods of realization of
security, including without limitation any seize or sue or anti-deficiency statute or any similar
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provisions of any other statute. Each Obligor waives the right to receive from the Agent a copy of
any notices of registration or recordation of this Agreement, including any security notice, caveat,
financing statement, financing change statement or other statement or document filed or
registered at any time in respect of this Agreement, or any verification statement or other
statement or document issued by any registry that confirms or evidences registration or
recordation of or relates to this Agreement. Each Obligor waives the right to receive any amount
that it may now or hereafter be entitled to receive (whether by way of damages, fine, penalty, or
otherwise) by reason of the failure of the Agent to deliver to such Obligor a copy of any financing
statement or any statement issued by any registry that confirms registration of a financing
statement relating to this Agreement.
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Each Obligor has caused this Agreement to be duly executed on the date first written above.
AEM EMISSIONS MANAGEMENT LTD.
Per:
Per:

Per:
ncer
AEM EMISSIONS MANAGEMENT

OPERATING LTD.
Per:
4spncer
Signature Page — General Security Agreement

138
SCHEDULE A
TO THE GENERAL SECURITY AGREEMENT
Real Property Descriptions
Freehold
NIL
Leasehold
Lease Name Parties Commencement Date Description of Leased

Premises
Calgary Office Lease ATCO Structures & January 1, 2016 Portion of the leased premises
Logistics Ltd. (as comprised of the second floor of
Sublandlord) and AEM the building and being
Emissions approximately nine thousand
Management Ltd. (as one hundred fifty (9,150) square
Subtenant) feet of rentable area
Legal Description
PLAN 1713JK
BLOCK 2
EXCEPTING THEREOUT ALL

MINES AND MINERALS
Cambridge, Ontario Jadecorp Inc. (as June 1, 2011. Suites I & 2, 260 Holiday Inn
Office Lease Floors 1
— Property Manager for Drive, Bldg ‘A”, Cambridge,
and 2. Owners) and ATCO Waterloo, Ontario.
Structures + Logistics
Ltd.
Calgary Condo Lease ATCO Structures & March 1, 2012. Unit 403, 881-15 Avenue SW,
for Harry Wong. Logistics Ltd and Calgary, AB.
Pedro Contreras and
Dinorah Mann De
Contreras.
Clifton Park, New York Plank Road Centre, September 1, 2013. Suite 200, 636 Plank Road,
Office Lease. LLC and ATCO Clifton Park, New York 12065.
Emissions
Management
Amended on June 23,
Agreement assigned to 2015
Atrium Properties as
landlord upon renewal
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15-
Cambridge Condo Gateway Property November 1, 2012. 1107, 15 Lena Crescent,

Lease (Unit 1107). Management and Cambridge, Ontario.
ATCO Emissions
Management.
Plymouth, Minnesota St. Paul Fire and June 1, 2012. Suite 250 on the second floor of
Office Lease. Marine Insurance Plymouth Woods Office Center
Company and ATCO at 3300 Fernbrook Lane North,
Emissions Plymouth, Minnesota 55441.
Management, Inc.
Houston, Texas Office DF Group, LLC and July 1, 2013. Suite A, SP Professional Park,
Lease. ATCO Emissions 464 Park Grove, Katy, Harris,
Management, Inc. Texas 77450.
Tulsa, Oklahoma Beta Enterprises, Inc. July 1, 2010. Suite 614, 4853 5. Sheridan,
Office Lease. and ATCO Emissions Tulsa, Oklahoma 74145.
Management.
Shelf 79 Mexico Plant Refugio Eleazar, May 1, 2013. Jose J. Garcia Trevino No.
1 Lease. Norma Andrea Rangel 1000, Cal. El Milagro of the
Mendina, and Mrs. Municipality of Apodaca, Nuevo
Norma Lorena Medina Leon.
Rocha and Shelf
Company No. 79, S de
R.L. de C.V.
Shelf 79 Mexico Plant Steel TKK International July 29, 2014. Plot number 220 of Carretera
2 Lease. S de R.L. de C.V. and Huinala KM1 Col. el Migro in the
Shelf Company No. 79, municipality of Apodaca, N.L.
S de R.L. de CV.
Office Lease 1101

— ATCO Emissions December 1, 2015. 1101 West Mineral Avenue
West Mineral Avenue, Management, a Suite 102B, Littleton, CO 80120.
Littleton, CO. subsidiary of ATCO
Structures & Logistics
and WDS Land, LLC.
Mexico Warehouse Guillerma Gonzales November 1, 2015 Andres Guajardo #321, in

Lease Agreement Morales and Shelf Apodaca, Nuevo Leon
Company No. 79 DE
RL DE CV
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EXECUTION VERSION
CONFIRMATION OF GUARANTEES AND SECURITY

MATERIAL SUBSIDIARIES
Dated: October 19, 2018
To: ATB Financial (formerly Alberta Treasury Branches), as administrative agent

(the “Agent”)
And To: The Lenders, Swap Lenders, Creditcard Lenders and the Cash Management
Lenders (collectively with the Agent, the “Secured Parties”)
Re: Credit agreement dated as of January 1, 2016 among AEM Emissions

Management Ltd. (as amalgamation predecessor of Innova Global Ltd., the
“Borrower”), each of the financial institutions from time to time party thereto as
lenders, and the Agent, as amended by a first amending agreement dated as of
January 23, 2017 (as so amended, the “Original Credit Agreement”)
And Re: Amended and restated credit agreement dated as of July 21, 2017 among the
Borrower, each of the financial institutions from time to time party thereto as
October 11, 2017 and a second amending agreement dated as of December 13,
2017 (as so amended, the “Existing Credit Agreement”)
And Re: Second amended and restated credit agreement dated as of the date hereof
among the Borrower, each of the financial institutions from time to time party
thereto as lenders (the “Lenders”), and the Agent (the “Credit Agreement”),
pursuant to which the Existing Credit Agreement is amended and restated to,
inter alia, increase the aggregate principal amount of the Facilities and to extend
the Maturity Date
RECITALS:
A. Each of the undersigned has granted a guarantee in favour of the Agent, for the benefit
of the Secured Parties, to guarantee the payment and performance of the Secured
Obligations (as defined in the Original Credit Agreement), as described in Schedule “A”
attached hereto (such guarantees, as amended, restated, supplemented or otherwise
modified and as previously confirmed from time to time, the ‘Guarantees” and each
individually a “Guarantee”).
B. Each of the undersigned has granted security in favour of the Agent, for the benefit of
the Secured Parties, to secure its obligations under its respective Guarantee, including
without limitation the security described in Schedule “B” attached hereto (such security,
as amended, restated, supplemented or otherwise modified and as previously confirmed
from time to time, the “Security”).
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C. Each of the undersigned has agreed to provide this Confirmation of Guarantees and
Security to the Secured Parties to confirm, among other things, that the Guarantee
granted by it continues to guarantee payment and performance of the Secured
Obligations (as defined in the Credit Agreement) and continues to be enforceable
against it.
NOW THEREFORE, in consideration of the Agent and the Lenders agreeing to continue to
provide, among other things, credit facilities to the Borrower under the Credit Agreement, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of the undersigned hereby confirms and acknowledges to and agrees with
the Secured Parties as follows:
1. Capitalized terms used but not otherwise defined in this Confirmation of Guarantees and
Security and in the Schedules attached hereto have the same meanings herein as are
ascribed thereto in the Credit Agreement.
2. The Guarantee to which each of the undersigned is a party (I) continues to guarantee
the Secured Obligations (as defined in the Credit Agreement) in favour of the Secured
Parties, (ii) continues in full force and effect, and (iii) constitutes a valid and legally
binding obligation of the undersigned, enforceable against it in accordance with its
respective terms, subject to applicable bankruptcy, reorganization, moratorium and other
laws of similar application affecting the rights of creditors generally.
3. The Security to which each of the undersigned is a party (i) continues to secure its
obligations in favour of the Secured Parties, including under its respective Guarantee, (ii)
continues in full force and effect, and (iii) constitutes a valid and legally binding obligation
of the undersigned, enforceable against it in accordance with its respective terms,
subject to applicable bankruptcy, reorganization, moratorium and other laws of similar
application affecting the rights of creditors generally.
4. lnnova Global Limited Partnership, Innova Global Operating Ltd. and 1938247 Alberta
Ltd. hereby each acknowledge and agree that Schedule “A” to the collateral assignment
of material agreements dated as of January 1, 2016 granted by Innova Global Limited
Partnership, Innova Global Operating Ltd., 1938247 Alberta Ltd. and the Borrower in
favour of the Agent is hereby deleted in its entirety and replaced with Exhibit 1 to this
Confirmation of Guarantees and Security.
5. Innova Global Limited Partnership, lnnova Global Operating Ltd. and 1938247 Alberta
Ltd. hereby each acknowledge and agree that Schedule “A” to the general security
agreement dated as of January 1, 2016 granted by Innova Global Limited Partnership,
Innova Global Operating Ltd., 1938247 Alberta Ltd. and the Borrower in favour of the
Agent is hereby deleted in its entirety and replaced with Exhibit 2 to this Confirmation of
Guarantees and Security.
6. TriEmissions Holdings Limited Partnership and TriEmissions Holdings (US) Limited

Partnership hereby each acknowledge and agree that Schedule “A” to the pledge
agreement dated as of January 1, 2016 granted thereby in favour of the Agent is hereby
deleted in its entirety and replaced with Exhibit 3 to this Confirmation of Guarantees and
Security.
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-3-
7. This Confirmation of Guarantees and Security shall be governed by and construed in

accordance with the laws of the Province of Alberta and the laws of Canada applicable
therein. Each of the undersigned hereby irrevocably and unconditionally attorns to the
non-exclusive jurisdiction of the courts of Alberta and all courts competent to hear
appeals therefrom.
8. Each of the undersigned shall, at the request of the Agent acting reasonably, do all such
further acts and execute and deliver all such further documents as may, in the
reasonable opinion of the Agent, be necessary or desirable in order to perform and carry
out the purpose and intent of the Credit Agreement, each Guarantee, the Security and
this Confirmation of Guarantees and Security.
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S-I
IN WITNESS WHEREOF each of the undersigned has caused this Confirmation of Guarantees and
Security to be duly executed on the date first written above.
INNOVA GLOBAL LIMITED PARTNERSHIP, by

Its general partner INNOVA GLOBAL LTD.
By:
Nfi,%’Jon Spencer
Title: Director

PARTNERSHIP, by Its general partner INNOVA
GLOBAL LTD.
By:
Title: Director
Signature Page to SARCA Confirmation of Guarantees and Security (Material Subsidiaries)

144
S-2
By:
Nf,An Spencer
Title: Director

145
S-3
INNOVA GLOBAL OPERATING LTD.
By
6pcer
Title: Director

146
S-4
INNOVA GLOBAL LiMITED
By:
Wes Au
Title: Director
Sig:rn!uri Page lv SARCA con fhinallon of Guarantees and Security (Ma tonal Subsidiar(es
147
S-5
Signed sealed and delivered by

Innova Global Australia Pty LimIted
ACN 617 720 073
in accordance with section 127 of the
Corporations Act 2001 (Cth)
/4)A
Signature of Director Signature of Director / E1pe
eerctncy
Wi?c_4’ Chin Nan SOfj’

Name of Director (print) Name of Director I emc’
Seeretay (print)
Sg,i,twu Pago to SARCA Cvnfrtvthon of Guonjr,aos and Securny tM&emil Sibsafiorcs)

148
S-6
INNOVA GLOBAL LLC
By:
Name: Jon Spencer
Title: Manager
INNOVA GLOBAL INC.
By:
Name: Jon Spencer
Title: Vice President
BRADEN MANUFACTURING, L.LC.
By:
Name: Derrek Wong

149
S-6
INNOVA GLOBAL LLC
By:
Nnencer
Title: Manager
INNOVA GLOBAL INC.
By:
Nencer
By:
Name: Derrek Wong

150
S-7
By :D.R.Wong
Title : managing director A B
GLOBAL POWER NETHERLANDS B.V.
By :D.R.Wong By
Title managing director A Title B
(
GLOBAL POWER PROFESSIONAL SERVICES NETHERLANDS B.V1
By DR. Wong By .M.Nix

Title managing director A Title anaging director B
BRADEN-EUIOPE B.V.
1-
By L.H.M. Nix
Title : Managing director A

151
S-7
By : D.R. Won By : L.I-1.M. Nix

Title : managing director A Title: : managing director B
GLOBAL POWER NETHERLANDS BY.
By :D.R.Wop By :L.H.M. Nix

Title : managir director A Title : managing director B
GLOBAL POWER PROFESSIONAL SERVICES NETHERLANDS B.V.
By :LJ-t.M. Nix
director A Title : managing director B
BRADEN-EUROPE BY.
By : L.H.M. Nix
Sig,?aturo Page to SARCA Confirmation of Guarantees and Security (Material Subsidiaries)

152
S-8
SHELF COMPANY NO. 79, S. DE R.L. DE C.V.
By:
N/ncer
Title: Director
By:
N’encer
Title: Director

153
S-9
TRIEMISSIONS HOLDINGS LIMITED

PARTNERSHIP, by its general partner,
TRIEMISSIONS HOLDINGS (GP) LTD.
By:
N(,JSpencer
Title: Secretary
TRIEMISSIONS HOLDINGS (US) LIMITED

PARTNERSHIP, by its general partner
TRIEMISSIONS HOLDING US (GP) LTD.
By:
Ner
Title: Secretary

154
S -10
Acknowledged and Agreed to by: ATB FINANCIAL, as Agent
By:
EZ
Name: AntuaneAzpur
Director, Loan Syndicatione
TB Financial, CF
Title:
By:
Name:
//€4 Carotyn Mawt4
Manager, Syn&atons
ATB Coiporate Fina,rcral Seivkres
Title:

155
SCHEDULE “A”
1. Loan Party Guarantee dated as of January 1, 2016 granted by Innova Global Operating
Ltd., formerly, AEM Emissions Management Operating Ltd. (“IGOL”), 1938247 Alberta
Ltd. (“193 AB”), Innova Global Limited Partnership, formerly, AEM Emissions
Management Limited Partnership, (“IGLP”), Innova Global Inc., formerly, AEM
Emissions Management Inc., formerly, ATCO Emissions Management Inc. (“IGI”),
Innova Global LLC, formerly, AEM Noise Management LLC, formerly, ATCO Noise
Management LLC (“IGL (US)”), Shelf Company No. 79, S. de R.L. de C.V. (“Shelf Co.
79”) and Shelf Company No. 82, S. de R.L. de C.V. (“Shelf Co. 82”), as supplemented a
guarantor supplement dated September 27, 2017 granted by Innova Global Australia Pty
Limited, a guarantor supplement dated September 27, 2017 granted by Innova Global
Limited (“Innova UK”), a guarantor supplement dated October 11, 2017 granted by
Innova Global Holdings Limited Partnership and a guarantor supplement dated
December 13, 2017 granted by Innova Global Europe B.V., Global Power Netherlands
B.V., Global Power Professional Services Netherlands B.V., Braden-Europe B.V. and
Braden Manufacturing, L.L.C.; and
2. Limited Recourse Guarantee dated as of January 1, 2016 granted by TriEmissions

Holdings Limited Partnership (“THLP”) and TriEmissions Holdings (US) Limited
Partnership (“THLP US”).
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SCHEDULE “B”
1. General Security Agreement dated as of January 1, 2016 granted by Innova Global Ltd.,
formerly, AEM Emissions Management Ltd. (“IGL”), IGOL, 193 AB and IGLP;
2. General Security Agreement dated as of October 11, 2017 granted by Innova Global
Holdings Limited Partnership (‘lnnova Holdings LP”);
3. Pledge Agreement dated as of January 1, 2016 among IGL and ATB Financial, formerly
Alberta Treasury Branches, as administrative agent (the “Agent”);
4. Pledge Agreement dated as of January 1, 2016 among THLP, THLP US and the Agent;
5. Pledge Agreement dated as of January 1, 2016 among 193 AB and the Agent;
6. Pledge Agreement dated as of January 1, 2016 among IGLP and the Agent;
7. Pledge Agreement dated as of January 1, 2016 among IGOL and the Agent;
8. Pledge Agreement dated as of October 11, 2017 among lnnova Holdings LP and the
Agent;
9. Subordination and Postponement Agreement dated as of October 11, 2017 among

Export Development Canada, IGL, Innova Holdings LP, THLP, THLP US, and the Agent;
10. Collateral Assignment of Material Agreements dated as of January 1, 2016 granted by

IGL, IGOL, 193 AB and IGLP;
11. Deposit Account Control Agreement dated as of January 25, 2016 among IGL, IGI, IGL
(US), the Agent and The Bank of Nova Scotia; and
12. Foreign Currency Account Deposit Account Control Agreement dated as of September
27, 2017 among Innova UK, the Agent and The Bank of Nova Scotia.
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EXHIBIT I
SCHEDULE A
Agreement Title Parties Effective Date

Outotec ATCO Emissions Management Inc & 1/4/2016
Purchase Order 4500233730 Outotec USA Inc.
(Waste Heat Recovery Unit)
Black & Veatch ATCO Emissions Management Inc & 8/26/2015
Subcontract 184704.72.0912 Black & Veatch Corp.
Rev 0 (Boiler Feed Water
Buildings)
ProEnergy Innova Global Ltd. & ProEnergy Services 7/26/2016
Purchase Order PES131003
(Catalyst Systems)
Purchase Order PESI3IOO3
(Catalyst Systems)
Industrial Turbine Company- Innova Global Limited (UK) & Industrial 10/14/2016
Siemens Centrica Turbine Company
Purchase Order 5010031164
(SCR)
Black & Veatch In nova Global Inc. and Black & Veatch 1 1/3/2016
Subcontract 190634.72.0912 Corp.
(Metal Roof and Wall Panel)
PSEG Sewaren Innova Global Inc & PSEG Fossil LLC 4/7/2016
Subcontract MA00004086
(Power House & Aux Buildings)
PSEG Bridgeport Innova Global Inc & PSEG Power 5/12/2017
Subcontract MA00004892 Connecticut LLC
(Administration Building)
(Turbine Hall & Control
Buildings)
Gemma ATCO Emissions Management Inc & 4/7/2016
Purchase Order 6311528.38 Gemma Power Systems LLC
(Acoustic Walls & Compressor
Buildings)
GE Ocotillo Innova Global Inc. & GE Distributed Power 2/3/2017
(SCR & Exhaust Systems)
AECOM Riverside (Building Innova Global Inc. & AECOM 5/26/2017
Systems)
Duke Energy Progress, LLC Innova Global Inc. & Duke Energy 7/14/2017
Purchase Order 5191466 Progress, LLC
(Exhaust Stack Retrofit)
Kiewit Power Constructors Innova Global Inc. & Kiewit Power 09/19/2016
Purchase Order 102851 Constructors
(Compressor Station)
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EX1 - 2

(Exhaust Stack Silencer)
GE Carlsbad Innova Global Inc. & GE Distributed Power 7/15/2015
IHI Kiewit ATCO Emissions Management LLC and 11/01/2015
Contract B14015 IHI Kiewit
(Liguifaction Plant Facilities)
Mitsubishi Hitachi Power GPEG Mexico Distributing S.A.de C.V and 08/03/2017
Systems Mitsubishi Hitachi Power Systems
ELC-CC-59-0003 Rev2
(Filter House and Inlet Duct)
Black & Veatch Innova Global Inc. and Black & Veatch 9/27/2017
Rev. 0 (Chemical Building)
Topo Air Inlet Filter House &
Inlet Duct
Noreste Filter House and Inlet
Siemens Germany Braden Europe BV and Siemens 11/15/2017

Air Intake System Punjab
Sundt (New Indy) Container Innova Global Inc and Sundt (New Indy) 03/05/2018
Board 411513162 (Mirrored Container Board
Heat Recovery Steam
Generators)
GE Power (FCA Fabrication lnnova Global Inc and GE Power 04/06/2018
Facility)
CB&I Duke Ashville Cladding
- Innova Global Inc and CB&l North 05/03/2018
and Roofing Carolina Inc
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EXHIBIT 2
SCHEDULE A
Freehold
NIL
Leasehold
Lease Name Parties Commencement Description of

Date Leased Premises
Calgary Office Lease Stantec Consulting July 01, 2016 Suite 222, 4000 4th
—
Ltd. St SE., Calgary,

Alberta
Cambridge, Ontario Hughson Business June 16, 2016 73 Water Street,

Office Lease Space Suite 300,
Cambridge, Ontario
Clifton Park, New Plank Road Centre, September 01, 2013 Suite 200, 636 Plank
York Office Lease. LLC and ATCO Road, Clifton Park,
Emissions New York 12065.
Management
Amended on June
Agreement assigned 23, 2015
to Atrium Properties
. as landlord upon
renewal
Plymouth, Minnesota St. Paul Fire and June 01, 2012 Suite 250 on the
Office Lease. Marine Insurance second floor of
Company and ATCO Amended on August Plymouth Woods
Emissions 4, 2015 Office Center at
Management, Inc. 3300 Fernbrook
Lane North,
Plymouth, Minnesota
55441.
Houston, Texas DF Group, LLC and July 01, 2013 Suite A, SP
Office Lease. ATCO Emissions Professional Park,
Management, Inc. 464 Park Grove,
Katy, Harris, Texas
77450.
Tulsa, Oklahoma Beta Enterprises, March 01, 2017 Suite 700, 4867 S.
Office Lease. Inc.. Sheridan, Tulsa,
Oklahoma 74145.
Fountain Plaza
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MT DOCS 18404022v9
160
EX2 2
-

Shelf 79 Mexico Steel TKK July 29, 2014 Plot number 220 of
Plant 2 Lease International S de Carretera Huinala
R.L. de C.V. and KMI Col. eI Migro in
Shelf Company No. the municipality of
79, S de R.L. de CV. Apodaca, N.L.
Office Lease— 1101 WDS Land, LLC. June 01, 2017 1101 West Mineral
West Mineral Avenue Suite 107,
Avenue, Littleton, Littleton, CO 80120.
CO
Commercial Real Summer Resources, September 01, 2016 5199 N. Mingo Road
Estate Lease LLC, 38th Street Tulsa, OK 74117
Investment
Corporation, Admiral
Investments, L.L.C.
and Braden
Investors, LLC, as
lessor, and Braden
Manufacturing,
L.L.C., as lessee
Lease for Office Twinport October 01, 2016 Nieuw Eyckholt
Space and other Technohouse By, as 290H, 6419 DJ
Business Premises lessor, and Braden- Heerlen
subject to Article Europe By, as
7:230a of the Dutch lessee
Civil Code
Lease Agreement GP East LLC, as December 22, 2016 17 St. Mark Street
lessor, and Braden Auburn, MA
Manufacturing,
L.L.C., as lessee
St. George Steel F.W. Jones and March 01, 2017 1400 East Highlands
Land Lease for Associates, Inc. Drive
storage St. George, UT
St. George Steel Scholzen Investment April 01, 2017 1301 East 700 North,
Office and Company St. George, UT
Manufacturing Plant 84770
Pennsylvania Office Forty-Two Company, October 01, 2015 Suite 221,

LLC Building 200
2581 Washington
Road
Pittsburg, PA 15241
174791/480397
MT DOCS 18404022v9
161
EX2 3
-

Project 10831 Barrington IV February 15, 2018 Units 204, 214, 301,
Accommodations Apartments, LLC dba 304
22 Slate Apts 5614 Black Onyx
Drive, Madison, WI
53718
Project 10839 & ASN Long Beach, October 31, 2017 C223
10840 LLC 333 First Street
Accommodations Manger: AvalonBay Seal Beach, CA
Communities for 90740
eaves Seal Beach
Project 10886 Flournoy Properties July 10, 2018 Unit 301,
Accommodations Aventine Ashville 5000 Aventine Drive
Arden, NC 28704
Project 10888 Susan Shanks August 04, 2018 5 Discovery Wharf,

Accommodations - Managed by: CMW Sutton Harbour
UK Property Services The Barbican
Ltd, trading as Martin Plymouth, PL4 ORB
& Co Plymouth
Project 10860 Randy Cox January 01, 2018 104 Sadie Lane,
Accommodations Agent: Preferred Rockingham, NC
Rentals of Richmond 28379
County
Calgary Condo Wayne Whitlock February 01, 2018 Suite 3202

j1th
Lease for CEO —
Avenue
SE
Calgary, AB
Mexico Aceros Unidos Ill SA April01, 2018 Blvd. Jullan Treviño

Manufacturing Plant DE CV Elizondo #220
and Office Elilagro, 66634,
Apodaca, Nuevo
Leon, Mexico
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EXHIBIT 3
SCHEDULE A
LIST OF STOCK
List of Stock
TRIEMISSIONS HOLDINGS LIMITED PARTNERSHIP
Issuer Class of Number of % of issued Certificate

Securities Securities Securities Number
Innova Global Class A 14,861,317 76.89% A-2, A-4

Limited
Partnership
Innova Global Class B 13,107 66.48% B-2

Limited
Partnership
TRIEMISSIONS HOLDINGS (US) LIMITED PARTNERSHIP

Securities Securities Securities N umber
Innova Global Common Shares 2,508,964.64 100% C-3, C-7, C-8

Ltd.
Pledged Notes
1. Amended and Restated Subordinated Convertible Promissory Note dated October 19,
2018 in the amount of Cdn.$2,914,800 issued by Innova Global Limited Partnership in
favour of TriEmissions Holdings Limited Partnership.
2018 in the amount of US$23,526,600 issued by Innova Global Limited Partnership in
2018 in the amount of US$2,498,400 issued by lnnova Global Limited Partnership in
4. Unsecured Subordinated Promissory Note dated October 19, 2018 in the amount of
Cdn.$3,581,040 issued by Innova Global Limited Partnership in favour of TriEmissions
Holdings Limited Partnership.
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EX3 2
-
1. Subordinated Promissory Note dated December 30, 2015 in the amount of

C$1 ,377,700.68 issued by AEM Emissions Management Ltd. (now Innova Global Ltd.) in
favour of TriEmissions Holdings (US) Limited Partnership.
2. Subordinated Promissory Note dated October 11, 2017 in the amount of US$1,181,686
issued by Innova Global Ltd. in favour of TriEmissions Holdings (US) Limited
Partnership.
3. Second Amended and Restated Subordinated Promissory Note dated October 19, 2018
in the amount of US$3,076,480 issued by Innova Global Ltd. in favour of TriEmissions
Holdings (US) Limited Partnership.
2018 in the amount of C$585,200 issued by Innova Global Limited Partnership in favour
of TriEmissions Holdings (US) Limited Partnership.
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MT DOCS 18404022v9
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This is Exhibit “N” referred to in the Affidavit of
Alex Corbett
Carl . DahlCfl
Studeflt-at
165
GENERAL SECURITY AGREEMENT
This GENERAL SECURITY AGREEMENT (this “Agreement”) dated as of October11, 2017, is made by
lnnova Global Holdings Limited Partnership, a limfted partnership registered under the laws of Alberta,
(the “Obligor”), to and in favour of Alberta Treasury Branches, as administrative agent (in such capacity,
together with its successors in such capacity or any of its nominees, the “Agent”) for the banks and other
financial institutions (the “Lenders”) from time to time party to the Credit Agreement.
RECITALS
extensions of credit to Innova Global Ltd. (the “Borrower”) under the Credit Agreement that the
Obligor shall have executed and delivered this Agreement to the Agent for the rateable benefit of
the Agent, the Lenders, the Swap Lenders, the Creditcard Lenders and Cash Management
Lenders (collectively the ‘Secured Parties”, and individually a ‘Secured Party”).
B. Now, therefore, in consideration of the premises herein, to induce the Agent and the Lenders to
enter into the Credit Agreement and to induce the Lenders to make their respective loans and
extensions of credit to the Borrower thereunder, and for other valuable consideration the receipt
and sufficiency of which are conclusively acknowledged by the Obligor, the Obligor hereby
agrees with the Agent, for the rateable benefit of the Secured Parties, as follows:
1. Definitions. Capitalized words and phrases used but not otherwise defined herein have the
meaning ascribed thereto in the Credit Agreement. In addition:
(a) “Credit Agreement” means the amended and restated credit agreement dated as of
July 21, 2017 among the Borrower, as borrower, the Agent and the Lenders, as amended
by a first amending agreement dated as of October 11, 2017 and as may be further
amended, supplemented or otherwise modified from time to time.
(b) “Secured Obligations” has the meaning set forth in the Credit Agreement; and
(c) the terms “chattel paper”, “documents of title”, “goods”, “instruments”, “intangibles”,
“money”, “personal property”, “proceeds” and “investment property” have the
meanings attributed thereto in the Personal Property Security Act (Alberta) (including all
amendments thereto or restatements thereof and regulations thereunder, the “PPSA”).
2. Grant of Security. As general and continuing collateral security for the due payment and
performance of the Secured Obligations, and as security for the performance and observance of
the covenants and agreements on the part of the Obligor herein contained, the Obligor hereby
grants, mortgages, charges and assigns to and in favour of the Agent, for the rateable benefit of
the Secured Parties, as and by way of:
(a) a fixed and specific mortgage, charge and security interest over all of the Obligor’s
present and after-acquired right, title, estate and interest (whether freehold, leasehold,
profit a prendre or otherwise, and whether legal or equitable, corporeal or incorporeal) in
and to all real property described in Schedule A hereto from time to time together with all
buildings, structures, improvements, expansions, erections, works, fixtures and building
materials now or hereafter built, erected, constructed or placed thereon, and all
accretions and accessions thereto, substitutions therefor and any other property placed
upon or associated with, or necessary for the effective use or operation of such property,
and all proceeds from any of the foregoing;
(b) a first floating mortgage, charge and security interest over all of the Obligor’s present and
after-acquired right, title, estate and interest (whether freehold, leasehold, profit a prendre
721 665 v2
166
-2-
or otherwise, and whether legal or equitable, corporeal or incorporeal) in and to all real
property, buildings, structures, improvements, expansions, erections, works and fixtures,
wherever located, and all accretions and accessions thereto, substitutions therefor, and
all proceeds thereof, in each case other than the property validly subject to the fixed
charge created by Section 2(a) above; and
(c) a first priority security interest in all of the Obligor’s right, title, estate and interest in and to
all of its present and after-acquired personal property (both tangible and intangible) of
every nature and kind and wherever situate and all proceeds thereof in the form of goods,
chattel paper, investment property, documents of title, instruments, money or intangibles
(including without limitation each Cash Collateral Account), together with all other
property and undertakings of the Obligor not included in Section 2(a) or 2(b).
In this Agreement, the mortgages, charges and security interests hereby constituted are referred to
collectively as the “Security Interest” and the subject matter of the Security Interest is referred to as
the ‘Collateral”.
3. Contractual Rights. The Security Interest does not and will not extend to, and the Collateral will
not include, any agreement, right, franchise, license or permit (the “Contractual Rights”) to
which the Obligor is a party or of which the Obligor has the benefit, to the extent that the creation
of the Security Interest herein is expressly prohibited by the terms of the Contractual Rights or
would permit any Person to terminate the Contractual Rights, but the Obligor will hold its interest
therein in trust for the Agent, for its own benefit and on behalf of the Lenders; provided, however,
that the Contractual Rights excluded pursuant to this Section 3 shall be excluded from the
Security Interest to the extent and for so long as such Contractual Rights continues to expressly
prohibit the creation of the Security Interest or would permit any Person to terminate the
Contractual Rights, and upon the expiration of such prohibition or ability to terminate, the
Contractual Rights to which such prohibition previously applied shall automatically be included in
the Security Interest without further action on the part of the Obligor or the Agent.
4. Intellectual Property.
(a) The Security Interest with respect to trade-marks constitutes a security interest in, and a
charge, hypothecation and pledge of, such Collateral in favour of the Agent, for the
rateable benefit of the Secured Parties, but does not constitute an assignment or
mortgage of such Collateral to the Agent or any Secured Party.
(b) Until the Security Interest is enforceable, the grant of the Security Interest in the
Intellectual Property does not affect in any way the Obligor’s rights to commercially
exploit the Intellectual Property, defend it, enforce the Obligor’s rights in it or with respect
to it against third part?es in any court or claim and be entitled to receive any damages
with respect to any infringement of it.
(C) At such time as the Agent is lawfully entitled to exercise its rights and remedies under
Section 8, the Obligor grants to the Agent an irrevocable, nonexclusive licence
(exercisable without payment of royalty or other compensation to the Obligor) to use,
assign or sublicense any Intellectual Property in which the Obligor has rights wherever
the same may be located, including in such licence access to (i) all media in which any of
the licensed items may be recorded or stored, and (ii) all software and computer
programs used for compilation or print-out. The license granted under this Section is to
enable the Agent to exercise its rights and remedies under Section 8 and for no other
purpose.
(d) The Agent acknowledges that the standard of quality for the use, assignment or
sublicensing of Intellectual Property of the Obligor shall be no less than the standard of
71665v2
167
-3-
quality employed by the Obligor as of the day before the exercise of rights and remedies
under Section 8 by the Agent in conjunction with wares and/or services sold in
association with such Intellectual Property.
5. Attachment. The Obligor confirms that value has been given, that the Obligor has rights in the
Collateral, and neither the Agent, the Obligor nor any other Secured Party have agreed to
postpone the time for attachment of the Security Interest to any of the Collateral. In respect of
Collateral which is acquired after the date of execution hereof, the time for attachment will be the
time when the Obligor acquires such Collateral. The Obligor further confirms that no right or
interest it currently owns or is entitled to (including any leasehold or similar interest) could or
would be terminated, impaired or otherwise cease to exist as result of entering into this
Agreement.
6. Last Day of Lease Term Excluded. The last day of the term of any lease, oral or written, or any
agreement therefor, now held or hereafter acquired by the Obligor shall be excepted from the
Security Interest hereof and shall not form part of the Collateral, but the Obligor shall stand
possessed of such one day in trust for the Agent, and shall assign and dispose of the same as
the Agent of such lease or agreement shall direct. The Agent may at any time after the
occurrence and during the continuance of an Event of Default remove the Obligor as trustee and
appoint another in its place.
7. Crystallization of Floating Charge. Without limiting its rights hereunder to crystallize and fix the
floating charge created by Section 2(b) in any other manner or the powers, rights and remedies of
the Agent hereunder in respect of the Collateral, the Agent may, at any time and from time to
time, crystallize and fix such floating charge in respect of all or a portion of the property subject
thereto by giving notice thereof to the Obligor, without any requirement for further intervention by
the Agent (whether by the taking of possession, the appointment of a receiver or otherwise). To
the extent permitted by any applicable laws, statutes, rules, by-laws and regulations, or any
applicable official directives, orders, judgments and decrees, consents, exemptions, approvals,
licences, guidelines or policies of any Governmental Authority (whether or not having the force of
law) relating to any Person, property, transaction or event, whether applicable in Canada, the
United States of America or any other jurisdiction, as all of the same may be amended or
modified from time to time, (collectively herein, “Applicable Law”), but not in limitation of any
occurrences that at law cause a floating charge security to crystallize or become fixed, the
Obligor agrees that the floating charge security created by Section 2(b) shall crystallize and
become fixed immediately and without any requirement for any notice or intervention on the part
of the Agent, if and upon the occurrence of an Event of Default. The Obligor shall execute such
further documents, make all filings and registrations, provide such legal opinions and do all acts
reasonably requested by the Agent to give effect to the foregoing. The Obligor shall, forthwith on
demand being made by the Agent, pay all reasonable fees, costs and expenses incurred by the
Agent, its agents or any other Secured Party in connection with the filing, re-filing, registering,
re-registering, depositing and re-depositing of this Agreement and all such supplementary and
corrective instruments and all additional mortgage and security documents. The fees, costs and
expenses incurred by the Agent, its agents or any other Secured Party hereunder shall be
secured hereby and shall become part of the Secured Obligations.
8. Remedies. Subject to Section 9 hereof and in addition to any other rights, remedies or other
entitlements set forth in any other Loan Document, upon the occurrence and during the
continuance of any Event of Default under the Credit Agreement, the Agent will be entitled to
exercise any of the remedies specified below:
(a) Receiver. The Agent may appoint by instrument in writing one or more receivers,
managers or receiver/managers for the Collateral or the business and undertaking of the
Obligor pertaining to the Collateral (a “Receiver”). Any such Receiver will have, in
addition to any other rights, remedies and powers which a Receiver may have at law, in
equity or by statute, the rights and powers set out in clauses (c) through (f) in this
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Section 8. In exercising such rights and powers, any Receiver will act as, and for all
purposes will be deemed to be, the agent of the Obligor, and neither the Agent nor any
other Secured Party will be responsible for any act or default of any Receiver. The Agent
may remove any Receiver and appoint another from time to time.
(b) Right to Have Court Aoint a Receiver. The Agent may, at any time, apply to a court of
competent jurisdiction for the appointment of a Receiver, or other official, who may have
powers the same as, greater or lesser than, or otherwise different from, those capable of
being granted to a Receiver appointed by the Agent pursuant to this Agreement, or file
proof of claims and other documents with a court of competent jurisdiction in any
proceeding (including any bankruptcy, proposal, reorganization, arrangement, winding-up
or other similar proceeding) relating to the Obligor.
(c) Power of Sale. The Receiver may sell, consign, lease or otherwise dispose of any
Collateral by public auction, private tender, private contract, lease or deferred payment
with or without notice, advertising or any other formality, all of which are hereby waived
by the Obligor. Any Receiver may, at its discretion establish the terms of such
disposition, including terms and conditions as to credit, upset, reserve bid or price. All
payments made pursuant to such dispositions will be credited against the Secured
Obligations only as they are actually received. Any Receiver may buy in, rescind or vary
any contract for the disposition of any Collateral and may dispose of any Collateral
without being answerable for any loss occasioned thereby. Any such disposition may
take place whether or not the Receiver has taken possession of the Collateral.
(d) Pay Liens and Borrow Money. The Agent or any Receiver may pay any liability secured
by any actual or threatened Lien against any Collateral. Any Receiver may borrow
money for the maintenance, preservation or protection of any Collateral or for carrying on
any of the business or undertaking of the Obligor pertaining to the Collateral and may
grant Liens in any Collateral as security for the money so borrowed, in each case in such
amounts, and with such priority, as approved by the Agent and directed by any governing
court. The Obligor will forthwith upon demand reimburse the Agent and the Receiver, as
applicable, for all such payments and borrowings and such payments and borrowings will
be secured hereby and will be deemed to form part of the Secured Obligations.
(e) Collection by Receiver. The Receiver may seize, collect, realize, maintain, dispose of,
enforce, repair, replace, protect, preserve, substitute, prepare, process, release to third
parties or otherwise deal with (and exercise the Obligor’s rights in) any Collateral in such
manner, upon such terms and conditions and at such time as it deems advisable without
notice to the Obligor, including:
(i) to ask, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in
connection with the Collateral;
(ii) to require the Obligor to deliver possession of the Collateral at such place or
places as directed by the Receiver;
(iii) to receive, endorse, and collect any drafts or other instruments, documents and
chattel paper in connection with Section 8(e)(i) above;
(iv) to file any claims or take any action or institute any proceedings which the
Receiver may deem to be necessary or desirable for the collection of the
Collateral or to enforce compliance with the terms and conditions of any contract
or any account;
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(v) to cause any or all of the inventory and equipment and, to the extent tangible
property, other goods to be placed in a public or field warehouse; and
(vi) to perform the obligations of the Obligor hereunder and under any of the other
Loan Documents.
(f) Carry on Business. The Receiver may carry on or concur in the carrying on, or cease the
carrying on, of all or any part of the business or undertaking of the Obligor and receive all
proceeds, rents, revenues, profits and any other income thereof, and enter into any
contract it deems reasonable, and may to the exclusion of the Obligor and without charge
by the Obligor enter upon, occupy and use all or any of the premises, buildings, plants
and undertakings of or occupied or used by the Obligor and may use any or all of the
machinery, equipment, tools and other assets of the Obligor for such time as the
Receiver sees fit, free of charge from the Obligor, to carry on the business of the Obligor
and, if applicable, to produce or manufacture or complete the production or manufacture
of any resources or products, to pack and ship or transport the resources or products, to
employ and discharge any Persons upon such terms and remuneration as it deems
appropriate, and generally to have the same rights and powers as the Obligor would have
in carrying on such business were it not in default.
(g) Receipt of Proceeds. The Agent may, by notice to the Obligor, direct it to, and thereupon
the Obligor shall, receive all proceeds of Collateral in trust for the Agent, not commingle
the same with any other property or funds of the Obligor and, unless the Agent shall have
otherwise instructed the Obligor, deliver or cause to be delivered all such proceeds in the
exact form received, together with any necessary endorsements, to the Agent or to such
Person or Persons as the Agent may designate.
(h) Pay Indebtedness. The Agent or any Receiver may pay all or any part of any
indebtedness of the Obligor, whether prior to or subordinate to the Security Interest, with
any such payment being included in the expenses of realization of the Agent.
(i) Foreclosure. The Agent or any Receiver may foreclose (by either an order for
foreclosure or an order for judicial sale) upon the Collateral pursuant to Applicable Law.
(j) Commence Actions. The Agent or any Receiver may commence and proceed with any
actions or judicial proceedings seeking such legal and/or equitable remedies as the
Agent or Receiver deems advisable to protect and enforce its rights hereunder and in the
Collateral, and may settle or adjust disputes and claims directly with Account Obligor (as
such term is defined below in subparagraph (k)(vi)) for amounts and on terms that the
Agent considers advisable.
(k) Assigned Accounts. With respect to all debts, accounts, claims, moneys, receivables and
other similar items of personal property assigned and transferred to the Agent hereunder
(the “Assigned Accounts”):
(i) Collection. The Agent may collect, realize, sell or otherwise deal with the
Assigned Accounts or any part thereof in such manner, upon such terms and
conditions and at such time or times as may seem to it advisable and without
notice to the Obligor (except as otherwise required by Applicable Law);
(ii) Not Bound to Collect. The Agent shall not be liable or accountable for any failure
to collect, realize, sell or otherwise deal with or obtain payment of the Assigned
Accounts or any part thereof and shall not be bound to institute proceedings for
the purpose of collecting, realizing, selling or otherwise dealing with or obtaining
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payment of the same or for the purpose of preserving any rights of the Agent, the
Obligor or any other Person in respect of the same;
(iii) Application. All moneys collected or received by the Agent in respect of the
Assigned Accounts may be applied on account of such parts of the Secured
Obligations as the Agent in its discretion determines in accordance with the
Credit Agreement or, in the discretion of the Agent, may be held in a separate
collateral account for such time as the Agent sees fit, or released to the Obligor;
(iv) Trustee. All moneys collected or received by the Obligor in respect of the
Assigned Accounts shall be held in trust by the Obligor for the benefit of the
Agent, and paid over to the Agent forthwith;
(v) Information. The Obligor shall from time to time forthwith on request of the Agent
furnish to the Agent any information relating to the Assigned Accounts, and the
Agent shall be entitled from time to time to inspect any documents pertaining
thereto and take temporary custody thereof;
(vi) Notifications. The Agent may at any time notify any account debtor (an
“Account Obligor”) to make payment of the Assigned Accounts to or to the
order of the Agent; and
(vii) Control of Proceeds. The Agent may take control of any proceeds of the
Assigned Accounts.
(I) Retention of Collateral. The Agent may elect to retain any Collateral in satisfaction of, or
partial satisfaction of, the Secured Obligations. The Agent may designate any part of the
Secured Obligations to be satisfied by the retention of particular Collateral which the
Agent considers to have a net realizable value approximating the amount of the
designated part of the Secured Obligations, in which case only the designated part of the
Secured Obligations will be deemed to be satisfied by the retention of the particular
Collateral. The Agent may also exercise any remedies in accordance with the PPSA.
(m) Limitation of Liability. Neither the Agent nor any other Secured Party or a Receiver will
be liable or accountable for any failure to take possession of, seize, collect, realize,
dispose of, enforce or otherwise deal with any Collateral and none of them will be bound
to institute proceedings for any such purposes or for the purpose of reserving or
preserving any rights, remedies and powers of the Agent, the Obligor or any other person
or entity in respect of any Collateral. If any Receiver or the Agent takes possession of
any Collateral, neither the Agent nor any Receiver will have any liability as a mortgagee
in possession or be accountable for anything except actual receipts.
(n) Extensions of Time. The Agent may grant renewals, extensions of time and other
indulgences, accept compositions, grant releases and discharges, and otherwise deal or
fail to deal with the Obligor, debtors of the Obligor, guarantors, sureties and others and
with any Collateral as the Agent may see fit, all without prejudice to the liability of the
Obligor to the Agent or the Agent’s rights, remedies and powers under this Agreement,
any other Loan Documents, at law, or in equity.
(o) Validity of Sale. No Person dealing with the Agent or any Receiver, or with any officer,
employee, agent or solicitor of the Agent or any Receiver will be concerned to inquire
whether the Security Interest has become enforceable, whether the right, remedy or
power of the Agent or the Receiver has become exercisable, whether any Secured
Obligations remains outstanding, or otherwise as to the proprietary or regularity of any
dealing by the Agent or the Receiver with any Collateral or to see to the application of
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any money paid to the Agent or the Receiver, and in the absence of fraud on the part of
such Person such dealings will be deemed, as regards such Person, to be within the
rights, remedies and powers hereby conferred and to be valid and effective accordingly.
(p) Effect of Appointment of Receiver. As soon as the Agent takes possession of any
Collateral or appoints a Receiver, all powers, functions, rights and privileges of the
Obligor including any such powers, functions, rights and privileges which have been
delegated to directors, officers of the Obligor or committees with respect to such
Collateral will cease, unless specifically continued by the written consent of the Agent or
the Receiver.
(q) Time for Payment. If the Agent demands payment of any Secured Obligations that are
payable on demand or if any Secured Obligations are otherwise due by maturity or
acceleration, it will be deemed reasonable for the Agent to exercise its remedies
immediately if such payment is not made, and any days of grace or any time for payment
that might otherwise be required to be afforded to the Obligor at law or in equity is hereby
irrevocably waived by the Obligor.
(r) No Implied Waiver. The rights of the Agent (whether arising under this Agreement, any
other Loan Document, any other agreement or at law or in equity) will not be capable of
being waived or varied otherwise than by an express waiver or variation in writing, and
each such waiver shall apply only to the specific matter being waived and shall not
constitute a waiver of any other right, and in particular any failure to exercise or any delay
in exercising any of such rights will not operate as a waiver or variation of that or any
other such right; any defective or partial exercise of any of such rights will not preclude
any other or further exercise of that or any other such right, and no act or course of
conduct or negotiation on the part of the Agent or on its behalf will in any way preclude
the Agent from exercising any such right or constitute a suspension or any variation of
any such right.
(s) Rights Cumulative. The rights, remedies and powers conferred by this Section 8 are in
addition to, and not in substitution for, any other rights, remedies or powers that the
Agent or any other Secured Party may have under any other Loan Document, at law, in
equity or by or under the PPSA or any other statute or agreement. The Agent may
proceed by way of any action, suit or other proceeding at law or in equity and no right,
remedy or power of the Agent will be exclusive of, or dependent on, any other. The
Agent may exercise any of its rights, remedies or powers separately or in combination
and at any time.
(t) Indemnity. The Obligor shall indemnify and save harmless the Agent and each other
Secured Party from and against any and all demands, damages, liabilities, claims,
actions and reasonable and properly documented costs and charges whatsoever and
howsoever suffered or incurred by the Agent or any other Secured Party as a result of the
acts of any Receiver appointed pursuant to clause (a) of this Section 8.
9. Enforcement Expenses; Indemnities
(a) The Obligor agrees to pay or reimburse each Secured Party and the Agent for all its
costs and expenses incurred in collecting against the Obligor under the grant of security
contained in Section 2 (as applicable) or otherwise enforcing or preserving any rights
under this Agreement and the other Loan Documents to which the Obligor is a party,
including, without limitation, the fees and disbursements of counsel (including the
allocated fees and expenses of in-house counsel) to each Secured Party and of counsel
to the Agent.
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(b) The Obligor agrees to pay, and to save the Agent and the Secured Parties harmless
from, any and all liabilities with respect to, or resulting from any delay in paying, any and
all Excluded Taxes which may be payable or determined to be payable with respect to
any of the Collateral or in connection with any of the transactions contemplated by this
Agreement.
(C) The Obligor agrees to pay, and to save the Agent and the Secured Parties harmless
from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to
the execution, delivery, enforcement, performance and administration of this Agreement.
(d) The agreements in this Section 9 shall survive repayment of the Secured Obligations and
all other amounts payable under the Credit Agreement and the other Loan Documents.
10. Application of Amounts Received. The Obligor and the Agent agree that the proceeds arising
from any enforcement of this Agreement (whether by the Agent or any Receiver) that are
received by the Agent will be applied in the following order:
(a) first, to the payment in full of all fees of the Agent and all out-of-pocket costs, fees and
expenses (including all legal fees on a solicitor and his own client full indemnity basis)
incurred by the Agent, any other Secured Party, or any Receiver or other enforcement
agent appointed by the Agent or a court of competent jurisdiction, as the case may be, in
connection with the collection or enforcement of the Secured Obligations owed to the
Agent, as applicable, the enforcement of the Security Interests or the preservation of the
Collateral; and
(b) second, to the payment in full of the Secured Obligations in accordance with the Credit
Agreement.
11. LimitatIon on Duties Regarding Preservation of Collateral. The Agent’s sole duty with
respect to the custody, safekeeping and physical preservation of Collateral in its possession or
under its control will be to use reasonable care in the custody and preservation of such Collateral.
The Obligor agrees that the Agent will be deemed to have used reasonable care in the custody
and preservation of Collateral if the Agent deals with such Collateral in the same manner as the
Agent deals with similar property for its own account and, to the extent permitted by Applicable
Law, the Agent need not take any steps to preserve rights against any other Person (including
prior parties). Neither the Agent, any other Secured Party nor any of their respective directors,
officers, employees or agents will be liable for failure to demand, collect or realize upon the
Collateral or for any delay in doing so or will be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Obligor or otherwise.
12. No Liability. The Agent shall not be liable for any error of judgment or act done by it in good
faith, or be otherwise responsible or accountable under any circumstances whatsoever, except
for its gross negligence or wilful misconduct, The Agent shall have the right to rely on any
instrument, document or signature authorizing or supporting any action taken or proposed to be
taken by the Agent hereunder, believed by the Agent in good faith to be genuine. All moneys
received by the Agent under this Agreement shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, but need not be segregated in any
manner from any other moneys (except to the extent required by Applicable Law), and the Agent
shall be under no liability for interest on any moneys received by it hereunder. The Obligor
hereby ratifies and confirms any and all acts which the Agent or its substitutes shall do lawfully by
virtue hereof.
13. Obligor Remains Liable. Anything herein to the contrary notwithstanding, (a) the Obligor shall
remain liable with respect to and under all Collateral (including all of its duties and obligations
arising under any leases, licenses, permits, reservations, contracts, agreements, instruments,
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contractual rights and government orders, authorizations, licenses and permits now or hereafter
pertaining thereto) to the same extent as if this Agreement had not been executed, (b) the
exercise by the Agent of any of the rights hereunder shall not release the Obligor from any of its
duties or obligations with respect to or under any Collateral, and (c) neither the Agent nor any
other Secured Party shall have any obligation or liability with respect to or under any Collateral by
reason of this Agreement, nor shall the Agent or any other Secured Party be obligated to perform
any of the obligations or duties of the Obligor thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder. Without limiting the generality of the
foregoing, nothing contained in this Agreement shall be construed as rendering the Agent or any
other Secured Party liable, directly or indirectly, for any obligations of the Obligor under any
agreement, instrument, permit, lease, license or other document subject to the Security Interest
hereof, or any judgment, decree or order of any Governmental Authority.
14. Representations. The Obligor represents and warrants to the Agent and acknowledges that the
Agent and each other Secured Party is relying on these representations and warranties without
independent inquiry in entering into the Loan Documents:
(a) the Obligor’s chief executive office is located in the Province of Alberta; and
(b) the Obligor (i) has a good and beneficial title to its interest in the Collateral; (ii) has the
right to mortgage its interest in the Collateral; (iii) on enforcement, the Agent shall have
quiet possession of its interest in the Collateral, free from all Liens except for Permitted
Encumbrance; and (iv) it has done no act to encumber its interest in the Collateral except
as has otherwise been agreed in writing with the Agent or otherwise permitted by the
Credit Agreement.
Nothing in this Agreement shall be construed as subordination by the Agent or any other Secured
Party of the Security Interest to any of the Permitted Encumbrance, it being the intent that all
Security Interests shall be a first priority security interest.
15. Covenants. The Obligor covenants and agrees with the Agent that:
(a) Further Documentation: Pledge of Instruments. At any time and from time to time, upon
the written request of the Agent, and at the sole expense of the Obligor, the Obligor will
promptly and duly execute and deliver such further instruments and documents and take
such further action as the Agent may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers herein
granted, including the filing or execution of any financing or financing change statements
under any Applicable Law with respect to the Security Interest. The Obligor also hereby
authorizes the Agent to file any such financing or financing change statement without the
signature of the Obligor to the extent permitted by Applicable Law. Without limiting the
generality of the foregoing, the Obligor agrees that the Agent will have the right, acting
reasonably, to require that this Agreement be amended or supplemented: (i) to reflect
any changes in Applicable Law, whether arising as a result of statutory amendments,
court decisions or otherwise; (ii) to facilitate the creation and registration of appropriate
security in all appropriate jurisdictions; or (iii) if the Obligor amalgamates with any other
Person or enters into any reorganization, in each case in order to confer upon the Agent
the Security Interest intended to be created hereby.
(b) Further Identification of Collateral. The Obligor will furnish to the Agent from time to time
such statements and schedules further identifying and describing the Collateral and such
other reports in connection with the Collateral as the Agent may reasonably request, all to
the extent necessary to permit the Collateral to be sufficiently described.
16. Agent’s Appointment as Attorney-in-Fact. Upon the Security Interest becoming enforceable,
the Obligor hereby irrevocably constitutes and appoints the Agent and any officer or agent
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thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of the Obligor and in the name of the Obligor or in its
own name, from time to time in the Agents reasonable discretion, for the purpose of carrying out
the terms of this Agreement, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to accomplish the purposes of
this Agreement and which the Obligor being required to take or execute has failed to take or
execute. The Obligor hereby ratifies all that said attorneys will lawfully do or cause to be done by
virtue hereof. This power of attorney is a power coupled with an interest and will be irrevocable
until the Secured Obligations have been unconditionally and irrevocably paid and performed in
full. The Obligor also authorizes the Agent, at any time and from time to time, to execute any
endorsements, assignments or other instruments of conveyance or transfer with respect to the
Collateral in connection with the sale provided for in Section 8(c) hereof.
17. No Impairment. To the extent permitted by Applicable Law, the Security Interest shall not be
impaired by any indulgence, moratorium or release which may be granted, including any renewal,
extension or modification which may be granted with respect to any Secured Obligations, or any
surrender, compromise, release, renewal, extension, exchange or substitution which may be
granted in respect of the Collateral, or any part thereof or any interest therein, or any release or
indulgence granted to any endorser, guarantor or surety of any of the Secured Obligations.
18. Waiver. The Obligor hereby expressly waives demand for payment, presentment, protest and
notice of dishonour of this Agreement. Any failure or omission by the Agent to present this
Agreement for payment, protest or provide notice of dishonour will not invalidate or adversely
affect in any way any demand for payment or enforcement proceeding taken under this
Agreement.
19. Expenses. The Obligor agrees to pay the Agent forthwith on demand all costs, charges and
expenses, including without limitation all legal fees (on a solicitor and his own client full indemnity
basis) incurred by the Agent in connection with the administration, recovery or enforcement of
payment of any amounts payable hereunder whether by realization or otherwise. All such sums
will be secured hereby and will be added to the Secured Obligations and bear interest at the rate
set forth in the Credit Agreement.
20. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality or enforceability of the remaining provisions
hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.
21. Interpretation. The paragraph headings used in this Agreement are for convenience of
reference only and are not to affect the construction hereof or be taken into consideration in the
interpretation hereof. When used in this Agreement, the word including’ means “including
without limitation”. Any reference in this Agreement to any statute will include all regulations
thereunder from time to time, and will include such statute as the same may be amended,
supplemented or replaced from time to time.
22. Enurement and Assignment. This Agreement will be binding upon the Obligor and its
successors and will enure to the benefit of the Agent and its successors and assigns. The
Obligor will not assign this Agreement without the Agent’s prior written consent, which may be
withheld in its sole discretion. In the event the ownership of the Collateral or any part thereof
becomes vested in a Person other than the Obligor, then, without notice to the Obligor, such
successor or successors in interest may be dealt with, with reference to this Agreement and to
the indebtedness secured hereby, in the same manner as with the Obligor, without in any way
vitiating or discharging the Obligor’s liability hereunder or for the payment of the indebtedness or
performance of the obligations secured hereby.
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23. Non-Exclusivity of Remedies. This Agreement and the Security Interest are in addition to and
not in substitution for any other security now or hereafter held by the Agent in respect of any
Obligor, the Secured Obligations or the Collateral. No remedy for the enforcement of the rights of
the Agent hereunder will be exclusive of or dependent on any other such remedy but any one or
more of such remedies may from time to time be exercised independently or in combination. The
Agent will not be obliged to exhaust its recourse against the Obligor, any other party or surety or
any other security it may hold with respect to the Secured Obligations before realizing upon or
otherwise dealing with this Agreement in such manner in the Agents discretion. The Agent may
grant extensions of time or other indulgences, take and give up securities, accept compositions,
grant releases and discharges and otherwise deal with the Obligor and with other parties, sureties
or securities in its discretion, without prejudice to the liability of the Obligor in respect of this
Agreement.
24. No Merger. The Agreement will not operate by way of merger of any of the Secured Obligations
and no judgment recovered by the Agent will operate by way of merger of or in any way affect the
security of this Agreement which is in addition to and not in substitution for any other security now
or hereafter held by the Agent or any other Secured Party with respect to the Secured
Obligations.
25. Governing Law; Attornment. This Agreement will be governed by and construed in accordance
with the laws of the Province of Alberta and the laws of Canada applicable therein, without giving
effect to the conflict of law principles thereof. Without prejudice to the ability of the Agent to
enforce this Agreement in any other proper jurisdiction, the Obligor hereby irrevocably submits
and attorns to the non-exclusive jurisdiction of the courts of the Province of Alberta, or any
appellate court thereof, for the purposes of this Agreement.
26. Notices. All notices and other communications provided for herein shall be given in the manner
and subject to the terms of Section 14.8 of the Credit Agreement.
27. Inconsistency. To the extent that there is any inconsistency or ambiguity between the
provisions of the Credit Agreement or any other Loan Document and this Agreement, then, as
between the Obligor and the Agent, the provisions of the Credit Agreement or such other Loan
Document will govern to the extent necessary to eliminate such inconsistency or ambiguity. For
certainty, if there is any right or remedy of the Agent set forth in this Agreement which is not set
forth in the Credit Agreement or any other Loan Document, or if there is any right or remedy of
the Agent set forth in the Credit Agreement or any other Loan Document which is not set forth in
this Agreement, the existence of such additional right or remedy shall not constitute a conflict.
28. Termination. This Agreement and the security interest created hereunder will terminate when
the Collateral is no longer subject to the security interest in accordance with the Credit
Agreement. Upon such termination any Collateral then in the custody of the Agent or its nominee
must be re-delivered to the Obligor as soon as practicable and the Agent will execute and deliver
to the Obligor such financing statements and other documents or instruments as such Obligor
may reasonably require.
29. Time of the Essence. Time will be of the essence in this Agreement.
30. Statutory Waivers. The Obligor acknowledges receipt of an executed copy of this Agreement.
To the fullest extent permitted by Applicable Law, the Obligor waives all of the rights, benefits and
protections given by the provisions of any existing or future statute which imposes limitations
upon the powers, rights or remedies of a secured party or upon the methods of realization of
security, including without limitation any seize or sue or anti-deficiency statute or any similar
provisions of any other statute. The Obligor waives the right to receive from the Agent a copy of
any notices of registration or recordation of this Agreement, including any security notice, caveat,
financing statement, financing change statement or other statement or document filed or
registered at any time in respect of this Agreement, or any verification statement or other
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statement or document issued by any registry that confirms or evidences registration or

recordation of or relates to this Agreement. The Obligor waives the right to receive any amount
that it may now or hereafter be entitled to receive (whether by way of damages, fine, penalty, or
otherwise) by reason of the failure of the Agent to deliver to the Obligor a copy of any financing
statement or any statement issued by any registry that confirms registration of a financing
statement relating to this Agreement.
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The Obligor has caused this Agreement to be duty executed on the date first written above.

INNOVA GLOBAL LTD.
Per
Name: Harold Wong 9
Title: President and Chief Executive
Officer
SignaturB Page to General Security Ag,eement

178
SCHEDULE A
Freehold
NIL
Leasehold
NIL
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179
This is Exhibit ‘0” referred to in the Affidavit of
Alex Corbett
Carl E. Dahien
Student-at-Law
180
EXECUTION VERSION
PLEDGE AGREEMENT
(Borrower)
THIS AGREEMENT is made as of January 1,2016
BETWEE N
AEM EMISSIONS MANAGEMENT LTD., a corporation duly amalgamated

under the laws of the Province of Alberta (together with all of its successors
and assigns, the “Pledgor”),
- and -
ALBERTA TREASURY BRANCHES, an Alberta based financial institution,

as administrative agent (together with its successors and assigns in such
capacity, the “Agent”), for and on behalf of itself and the Secured Parties
(as defined below).
RECITALS
extensions of credit to the Pledgor, as borrower, under the Credit Agreement that the Pledgor shall
have executed and delivered this Agreement to the Agent for the rateable benefit of the Agent, the
Lenders, the Swap Lenders, the Creditcard Lenders and the Cash Management Lenders (collectively
the “Secured Parties”, and individually a “Secured Party”).
B. Now, therefore, in consideration of the premises herein, to induce the Agent and the Lenders to enter
into the Credit Agreement and to induce the Lenders to make their respective loans and extensions
of credit to the Borrower thereunder, and for other good and valuable consideration the receipt and
sufficiency of which are conclusively acknowledged by the Pledgor, the Pledgor hereby agrees with
the Agent, for the rateable benefit of the Secured Parties, as follows:
ARTICLE I - INTERPRETATION
1.01 Definitions
In this Agreement, unless something in the subject matter or context otherwise requires,
capitalized terms used herein and not otherwise defined in this Agreement (including the recitals hereto)
shall have the meanings as are ascribed to such terms in the Credit Agreement and, in addition:
“Account Control Agreement” means, with respect to a Securities Account, a securities account control
agreement between the Pledgor, the Agent and the Securities Intermediary which maintains such
Securities Account on behalf of the Pledgor, as the same may be amended from time to time.
“Agreement” means this agreement, including its recitals and schedules, as amended from time to time.
“Collateral” has the meaning set out in Section 2.01.
“Credit Agreement” means the credit agreement dated as of the date hereof among, the Pledgor, as
borrower, the Lenders and the Agent, as it may be further amended, supplemented or otherwise modified
from time to time.
“Delivery” and the corresponding term “Delivered” when used with respect to Collateral means:
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(i) in the case of Collateral constituting Certificated Securities, transfer thereof to the Agent or its
nominee by physical delivery of the Security Certificates to the Agent or its nominee, such
Collateral to be endorsed for transfer or accompanied by stock powers of attorney duly executed
in blank, all in form and content satisfactory to the Agent;
(ii) in the case of Collateral constituting Uncertificated Securities, (A) registration thereof on the
books and records of the issuer thereof in the name of the Agent or its nominee or (B) the
execution and delivery by the issuer thereof of an effective agreement (each, an “Issuer Control
Agreement”), pursuant to which such issuer agrees that it will comply with instructions originated
by the Agent or its nominee without further consent of the Pledgor or any other person;
(iii) in the case of Collateral constituting Security Entitlements in respect of Financial Assets
deposited in or credited to a Securities Account, (A) completion of all actions necessary to
constitute the Agent or its nominee the entitlement holder with respect to each such Security
Entitlement or (B) the execution and delivery by the relevant Securities Intermediary of an
effective Account Control Agreement pursuant to which such Securities Intermediary agrees to
comply with entitlement orders originated by the Agent or its nominee without further consent of
the Pledgor or any other person; and
(iv) in each case such additional or alternative procedures as may hereafter become reasonably
appropriate to grant control of, or otherwise perfect a security interest in, any Collateral in favour
of the Agent or its nominee.
“Event of Default” has the meaning set out in the Credit Agreement.
“Issuer Control Agreement” has the meaning set out in clause (ii) of the definition of “Delivery”.
“Obligations” means all obligations and liabilities of any kind whatsoever of the Pledgor to the Agent in
connection with or relating to the Credit Agreement.
“Pledged Shares” has the meaning set out in clause (i) of the definition of “Stock”.
“PPSA” means the Personal Property Security Act (Alberta).
“Stock” means
(i) all Securities, including the shares in the capital stock described in Schedule A, as such Schedule
may be amended, supplemented or modified from time to time (collectively, the “Pledged
Shares”) owned by the Pledgor, all Security Certificates, if any, and other instruments evidencing
or representing such Pledged Shares, and all dividends, interest, distributions, cash, instruments
and other property, income, profits and proceeds from time to time received or receivable upon or
otherwise distributed or distributable in respect of or in exchange for any and all of the Pledged
Shares;
(ii) all additional or substitute shares of capital stock or other equity interests of any class of any
issuer from time to time issued to or otherwise acquired by the Pledgor in any manner in respect
of Pledged Shares, the Security Certificates, if any, and other instruments representing such
additional or substitute shares, and all dividends, interests, distributions, cash, instruments and
other property, income, profits and proceeds from time to time received or receivable upon or
otherwise distributed or distributable in respect of or an exchange for any or all of such additional
or substitute shares; and
(iii) to the extent not otherwise included in the foregoing, all Proceeds thereof.
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1.02 Personal Property Security Act Definitions
The terms “Certificated Security”, “Financial Asset”, “Proceeds”, “Securities Account”,

“Securities Intermediary”, “Security”, “Security Certificate”, “Uncertificated Security” and “Security
Entitlement” whenever used herein have the meanings given to those terms in the PPSA.
1.03 Headings
The division of this Agreement into Articles and Sections and the insertion of headings
are for convenience of reference only and do not affect the construction or interpretation of this
Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to
any particular Article, Section or other portion hereof. Unless something in the subject matter or context
is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and
Sections of and Schedules to this Agreement.
1.04 Extended Meanings
In this Agreement words importing the singular number only include the plural and vice
versa, words importing any gender include all genders and words importing persons include individuals,
corporations, limited and unlimited liability companies, general and limited partnerships, associations,
trusts, unincorporated organizations, joint ventures and governmental authorities. The term “including”
means “including without limiting the generality of the foregoing”.
1.05 Statutory References
In this Agreement, unless something in the subject matter or context is inconsistent

therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted
or as the same may from time to time be amended, re-enacted or replaced and includes any regulation
made thereunder.
1.06 Schedules
The following are the Schedules to this Agreement:
Schedule A — List of Stock.
ARTICLE 2- GRANT OF SECURITY INTEREST AND PLEDGE
2.01 Grant and Pledge of Collateral
As general and continuing collateral security for the payment and performance of the
Obligations, the Pledgor hereby grants to the Agent, both for itself and as agent for the Secured Parties, a
security interest in, and pledges to the Agent, both for itself and as agent for the Secured Parties, all right,
title and interest of the Pledgor in and to, the following, whether now owned or existing or hereafter from
time to time acquired, by way of amalgamation or otherwise (collectively, the “Collateral”):
(a) all Securities Accounts in the name of the Pledgor, including any and all assets of
whatever type or kind deposited in or credited to such Securities Accounts, including all
Financial Assets, all Security Entitlements related to such Financial Assets, and all
certificates and other instruments from time to time representing or evidencing the same,
and all dividends, interest, distributions, cash and other property from time to time
received or receivable upon or otherwise distributed or distributable in respect of or in
exchange for any or all of the foregoing:
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(b) all Stock;
(c) all Financial Assets;
(d) all Security Entitlements; and
(e) all Proceeds in respect of the foregoing and all rights and interest of the Pledgor in
respect thereof or evidenced thereby, including all money received or receivable from
time to time by the Pledgor in connection with the sale of any of the foregoing.
2.02 Security Interest Absolute
The security interest granted hereby and all rights of the Agent hereunder and all
obligations of the Pledgor hereunder are unconditional and absolute and independent and separate from
any other security for the Obligations, whether executed by the Pledgor or any other person.
2.03 Continuing Liability of the Pledgor
This Agreement and the security interest granted hereby is granted as collateral security
only and will not subject the Agent to, or transfer or in any way affect or modify, any obligation or liability
of the Pledgor with respect to any of the Collateral or any transaction in connection therewith.
2.04 Delivery of Collateral; Registration in Name of Agent
Subject to Section 2.05, all Collateral must be Delivered immediately to the Agent or its
nominee. The Agent may, at its option, cause all or any of the Collateral to be registered in the name of
the Agent or its nominee upon the occurrence of a Default or Event of Default.
2.05 Subsequently Acquired Collateral
To the extent the Pledgor acquires, by way of amalgamation or otherwise, any additional
Collateral at any time or from time to time after the date hereof, such Collateral will automatically (and
without any further action being required to be taken by the Agent) be subject to the security interest and
pledge created hereby. The Pledgor will take, or cause to be taken, as promptly as practicable and, in
any event within 30 days (or such later date as the Agent may agree to, acting reasonably) after it obtains
such additional Collateral, in each case, all steps and actions as the Agent reasonably deems necessary
to ensure that the additional Collateral is Delivered to the Agent.
2.06 Attachment
The Pledgor acknowledges that the security interest hereby created attaches upon the
execution of this Agreement (or in the case of any after-acquired property, upon the date of acquisition by
the Pledgor of any rights therein), that value has been given by the Agent and that Pledgor has, or in the
case of after-acquired property will have, rights in the Collateral or the power to transfer rights in the
Collateral to the Agent and that it has not agreed to postpone the time of attachment of the security
interest hereby created.
ARTICLE 3- REPRESENTATIONS,
WARRANTIES AND COVENANTS
3.01 Representations and Warranties of the Pledgor
The Pledgor represents and warrants to the Agent that:
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(a) this Agreement has been duly authorized by all necessary corporate action on the part of
the Pledgor and constitutes a legal and valid agreement binding on the Pledgor,
enforceable in accordance with its terms (except, in any case, as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally and by principles of equity); the making and performance of this
Agreement will not result in the breach of, constitute a default under, contravene any
provision of, or result in the creation of, any lien, charge, security interest, encumbrance
or any other rights of others upon any property of the Pledgor pursuant to any agreement,
indenture or other instrument to which the Pledgor is a party or by which the Pledgor or
any of its property may be bound or affected;
(b) the Pledgor is the legal and beneficial owner of the Collateral, free of any security
interest, other than:
(i) any security interest in favour of the Agent;
(ii) any Permitted Encumbrance; or
(iii) any security interest in favour of a Securities Intermediary which is consented to

in writing by the Agent, provided such security interest in favour of such
Securities Intermediary is subordinated to the Agent’s security interest in the
Collateral,
with full right and authority to create the security interest and to cause Delivery of the
Collateral to the Agent pursuant hereto;
(c) no Collateral is in the possession or control of any person asserting a claim thereto or
security interest therein, except that the Agent or its nominee or a Securities Intermediary
acting on its behalf may have possession or control of the Collateral;
(d) all Collateral consisting of Pledged Shares has been duly authorized and validly issued,
is outstanding as fully paid and non-assessable and, except as set forth on Schedule A,
constitutes 100% of the issued and outstanding shares of capital stock or other equity
interests of the respective issuers thereof;
(e) except to the extent previously disclosed to the Agent in writing, there is no existing
agreement, option, right or privilege capable of becoming an agreement or option
pursuant to which the Pledgor could be required to sell or otherwise dispose of any of the
Collateral; and
(f) no authorization, consent, permit or approval of, or other action by, or filing with or notice
to, any governmental agency or authority, regulatory body, court, tribunal or other similar
entity have jurisdiction is required in connection with the execution and delivery by the
Pledgor of this Agreement and the performance of its obligations hereunder, except as
may be required to perfect the security interest granted hereby or in connection with the
disposition of all or any Collateral by laws affecting the offering and sale of securities
generally.
3.02 Covenants of the Pledgor
The Pledgor covenants with the Agent that the Pledgor will:
(a) ensure that the representations and warranties set forth in Section 3.01 will be true and
correct at all times;
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(b) defend the Collateral against all claims and demands respecting the Collateral made by
any person other than the Agent at any time and, except as otherwise provided herein,
keep the Collateral free and clear of all security interests, mortgages, charges, liens and
other encumbrances or interests except Permitted Encumbrances or as otherwise
approved in writing by the Agent prior to their creation or assumption;
(c) not sell or dispose of, transfer, relinquish or otherwise deal with any of its interest in the
Collateral, except as permitted in the Credit Agreement; and
(d) provide to the Agent, promptly upon request, all information and evidence the Agent may
reasonably request concerning the Collateral to enable the Agent to enforce the
provisions hereof.
ARTICLE 4- DEALING WITH COLLATERAL
4.01 Rights and Duties of the Agent
(1) The Agent may perform any of its rights and duties hereunder by or through agents and
is entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters
pertaining to its rights and duties hereunder.
(2) In the holding of the Collateral, the Agent and any nominee on its behalf is only bound to
exercise the same degree of care as it would exercise with respect to similar property of its own of similar
value held in the same place. The Agent and any nominee on its behalf will be deemed to have
exercised reasonable care with respect to the custody and preservation of the Collateral if it takes such
action for that purpose as the Pledgor reasonably requests in writing, but failure of the Agent or its
nominee to comply with any such request will not of itself be deemed a failure to exercise reasonable
care.
4.02 Voting Rights
(1) Subject to the provisions of Section 4.02(2), the Pledgor is entitled to exercise, either
directly or, if the Collateral is registered in the name of the Agent or its nominee, by power of attorney or
proxy, all the rights and powers of a holder of such Collateral, including the right to vote from time to time
exercisable in respect of the Collateral and to give proxies, consents, ratifications and waivers in respect
thereof. No such action may be taken if it would be prejudicial to the interests of the Agent or would
violate or be inconsistent with the Credit Agreement or this Agreement or any other agreement relating
thereto or hereto or would have the effect of reducing the value of the Collateral as security for the
Obligations or imposing any restriction on the transferability of any of the Collateral.
(2) Upon the occurrence of an Event of Default which is continuing and the exercise by the
Agent of any of its rights and remedies under Section 5.01, the Agent may give the Pledgor a notice
prohibiting the Pledgor from exercising the rights and powers of a holder of the Collateral, including the
right to vote the Collateral, at which time all such rights of the Pledgor will cease immediately and the
Agent will have the right to exercise the rights and powers related to such Collateral, including the right to
vote.
4.03 Dividends and Interest Payments
(1) Subject to the provisions of Section 4.03(2), the Pledgor is entitled to receive all dividend
payments or other distributions or interest payments in respect of the Collateral. If the Collateral has
been registered in the name of the Agent or its nominee, the Agent will execute and deliver (or cause to
be executed and delivered) to the Pledgor all directions and other instruments as the Pledgor may
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request for the purpose of enabling the Pledgor to receive the dividends, distributions, interest payments
or other payments that the Pledgor is authorized to receive pursuant to this Section 4.03(1).
(2) Upon the occurrence of an Event of Default that is continuing and the exercise by the
Agent of any of its rights and remedies under Section 5.01, all rights of the Pledgor pursuant to
Section 4.03(1) will cease, and all such rights will thereupon become vested in the Agent, and the Agent
will have the sole and exclusive right and authority to receive and retain all payments that the Pledgor
would otherwise be authorized to retain pursuant to Section 4.03(1). All money and other property
received by the Agent pursuant to the provisions of this Section 4.03(2) may be applied on account of the
Obligations or may be retained by the Agent as additional Collateral hereunder and be applied in
accordance with the provisions of this Agreement. All payments which are received by the Pledgor
contrary to the provisions of this Section 4.03(2) will be held by the Pledgor in trust for the benefit of the
Agent, will be segregated from other property or funds of the Pledgor and will be forthwith Delivered to the
Agent or its nominee to hold as Collateral.
ARTICLE 5- REMEDIES
5.01 Remedies
(1) Upon and after the occurrence of an Event of Default that has not been either cured or
waived in accordance with the provisions of the Credit Agreement, prior to the exercise by the Agent of
any of its rights and remedies hereinafter set forth in this Section 5.01, (i) any or all of the Obligations will,
at the option of the Agent, become immediately due and payable or be subject to immediate performance,
as the case may be, without presentment, protest or notice of dishonour, all of which are expressly
waived; (ii) the obligation, if any, of the Agent to extend further credit to the Pledgor will cease; (iii) any or
all security granted hereby will, at the option of the Agent, become immediately enforceable; and (iv) in
addition to any right or remedy provided by Applicable Law or any other agreement (including the right to
give entitlement orders, instructions or a notice of exclusive control to a Securities Intermediary subject to
an Account Control Agreement or an issuer subject to an Issuer Control Agreement), the Agent will have
the rights and remedies set out below, all of which rights and remedies will be enforceable successively,
concurrently or both:
(a) transfer any part of the Collateral into the name of the Agent or its nominee if it has not
already done so in accordance with Section 2.04;
(b) vote any of the Collateral (whether or not registered in the name of the Agent or its
nominee) and give or withhold all consents, waivers and ratifications in respect thereof;
(c) exercise all rights of conversion, exchange or subscription, or any other rights, privileges
or options pertaining to any of the Collateral, including the right to exchange at its
discretion any of the Collateral upon the amalgamation, arrangement, merger,
consolidation or other reorganization of the issuer of the Collateral, all without liability
except to account for property actually received by the Agent;
(d) from time to time realize upon, collect, sell, transfer, assign, give options to purchase or
otherwise dispose of and deliver any Collateral in such manner as may seem advisable
to the Agent. For such purposes each requirement relating thereto and prescribed by
Applicable Law or otherwise is hereby waived by the Pledgor to the extent permitted by
Applicable Law and in any offer or sale of any of the Collateral the Agent is authorized to
comply with any limitation or restriction in connection with such offer or sale as the Agent
may be advised by counsel is necessary in order to avoid any violation of Applicable Law,
or in order to obtain any required approval of the sale or of the purchase by any
governmental or regulatory authority or official. Such compliance will not result in such
sale being considered or deemed not to have been made in a commercially reasonable
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manner nor will the Agent be liable or accountable to the Pledgor for any discount
allowed by reason of the fact that such Collateral is sold in compliance with any such
limitation or restriction;
(e) subject to the requirements of Applicable Law, purchase any of the Collateral, whether in
connection with a sale made under the power of sale herein contained or pursuant to
judicial proceedings or otherwise; and
(f) subject to the requirements of Applicable Law, accept the Collateral in satisfaction of the
Obligations upon notice to the Pledgor of its intention to do so in the manner required by
Applicable Law.
(2) The Agent may (I) grant extensions of time, (ii) take and perfect or abstain from taking
and perfecting security, (iii) give up securities, (iv) accept compositions or compromises, (v) grant
releases and discharges, and (vi) release any part of the Collateral or otherwise deal with the Pledgor,
debtors of the Pledgor, sureties and others and with the Collateral and other security as the Agent sees fit
without prejudice to the liability of the Pledgor to the Agent or the Agent’s rights hereunder.
(3) The Agent will not be liable or responsible for any failure to seize, collect, realize, or
obtain payment with respect to the Collateral and is not bound to institute proceedings or to take other
steps for the purpose of seizing, collecting, realizing or obtaining possession or payment with respect to
the Collateral or for the purpose of preserving any rights of the Agent, the Pledgor or any other person, in
respect of the Collateral.
(4) The Agent may apply any proceeds of realization of the Collateral to payment of
reasonable expenses in connection with the preservation and realization of the Collateral as above
described and the Agent may apply any balance of such proceeds to payment of the Obligations in
accordance with the Credit Agreement. If there is any surplus remaining, the Agent may pay it to any
person having a claim thereto in priority to the Pledgor of whom the Agent has knowledge and any
balance remaining must be paid to the Pledgor. If the disposition of the Collateral fails to satisfy the
Obligations secured by this Agreement and the aforesaid expenses, the Pledgor will be liable to pay any
deficiency to the Agent forthwith on demand.
5.02 Payment of Expenses
The Agent may charge on its own behalf and also pay to others all reasonable out-of-
pocket expenses of the Agent and others, including the fees and disbursements of any Securities
Intermediary, experts or advisers (including lawyers on a solicitor and client basis) retained by the Agent,
incurred in connection with realizing, collecting, selling, transferring, delivering or obtaining payment for
the Collateral, or in connection with the administration or any amendment of this Agreement or incidental
to the care, safekeeping or otherwise of any Collateral. The Agent may deduct the amount of such
expenses from any proceeds of disposition of the Collateral.
ARTICLE 6- GENERAL
6.01 Benefit of the Agreement
This Agreement will enure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties.
6.02 Entire Agreement
This Agreement has been entered into pursuant to the provisions of the Credit
Agreement and is subject to all the terms and conditions thereof and, if there is any conflict or
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inconsistency between the provisions of this Agreement and the provisions of the Credit Agreement, the
rights and obligations of the parties will be governed by the provisions of the Credit Agreement. This
Agreement together with any Issuer Control Agreement or Account Control Agreement delivered to the
Agent pursuant to the terms hereof cancel and supersede any prior understandings and agreements
between the parties with respect thereto. There are no representations, warranties, terms, conditions,
undertakings or collateral agreements, express, implied or statutory, between the Agent and the Pledgor
with respect to the subject matter hereof other than as expressly set forth in this Agreement, in any Issuer
Control Agreement or Account Control Agreement, or in the Credit Agreement.
6.03 Termination of Pledge
This Agreement and the security interest created hereunder will terminate when the
Collateral is no longer subject to the security interest in accordance with the Credit Agreement. Upon
such termination any Collateral then in the custody of the Agent or its nominee must be re-delivered to
the Pledgor as soon as practicable and the Agent will execute and deliver to such Pledgor such financing
statements and other documents or instruments as such Pledgor may reasonably require.
6.04 Amendments and Waivers
No amendment to this Agreement will be valid or binding unless set forth in writing and
duly executed by all of the parties. No waiver of any breach of any provision of this Agreement will be
effective or binding unless made in writing and signed by the party purporting to give the same and,
unless otherwise provided in the written waiver, will be limited to the specific breach waived.
6.05 Assignment
The rights of the Agent under this Agreement may be assigned by the Agent without the
prior consent of the Pledgor. The Pledgor may not assign its obligations under this Agreement.
6.06 Severability
If any provision of this Agreement is determined to be invalid or unenforceable in whole

or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the
remaining part of such provision and all other provisions hereof will continue in full force and effect.
6.07 Notices
Any demand, notice or other communication to be given in connection with this

Agreement must be given in accordance with the notice provisions set out in the Credit Agreement.
6.08 Additional Continuing Security
This Agreement and the security interest, assignment and mortgage and charge granted
hereby are in addition to and not in substitution for any other security now or hereafter held by the Agent
and this Agreement is a continuing agreement and security that will remain in full force and effect until
discharged by the Agent.
6.09 Remedies Cumulative
The rights and remedies of the Agent hereunder are cumulative and are in addition to
and not in substitution for any other security now or hereafter held by the Agent or any other rights or
remedies available at law or in equity or otherwise. No single or partial exercise by the Agent of any right
or remedy precludes or otherwise affects the exercise of any other right or remedy to which the Agent
may be entitled.
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The Pledgor must at its expense from time to time do, execute and deliver, or cause to be
done, executed and delivered, all such financing statements, further assignments, documents,
agreements, acts, matters and things as may be reasonably requested by the Agent for the purpose of
giving effect to this Agreement or for the purpose of establishing compliance with the representations,
warranties and covenants herein contained.
6.11 Power of Attorney
The Pledgor hereby irrevocably constitutes and appoints the Agent and any officer or
agent thereof the true and lawful attorney of the Pledgor upon the occurrence of an Event of Default
which is continuing, with full power of substitution, to do, make and execute all such statements,
assignments, documents, agreements, acts, matters or things with the right to use the name of the
Pledgor whenever and wherever the officer or agent may deem necessary or expedient and from time to
time to exercise all rights and powers and to perform all acts of ownership in respect to the Collateral in
accordance with this Agreement, such power being coupled with an interest.
6.12 Indemnity
The Pledgor hereby indemnifies and agrees to hold harmless the Agent from and against
any and all claims, losses and liabilities arising out of or resulting from this Agreement (including
enforcement of this Agreement).
6.13 Governing Law
This Agreement is governed by and will be construed in accordance with the laws of the
Province of Alberta and the laws of Canada applicable therein.
6.14 Attornment
For the purpose of all legal proceedings this Agreement will be deemed to have been
performed in the Province of Alberta and the courts of the Province of Alberta will have jurisdiction to
entertain any action arising under this Agreement. The Pledgor hereby attorns to the non-exclusive
jurisdiction of the courts of the Province of Alberta.
6.15 Counterparts
This Agreement may be executed in any number of counterparts, each of which will be
deemed to be an original and all of which taken together will be deemed to constitute one and the same
instrument.
6.16 Electronic Execution
Any party may deliver an executed signature page to this Agreement by electronic
transmission (including pdf) and such delivery will be as effective as delivery of a manually executed copy
of the Agreement by such party.
6.17 Executed Copy
The Pledgor acknowledges receipt of a fully executed copy of this Agreement.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first
written above.
PLEDGOR:
Per:
c/s
Per:
Name:
Title:
Signature Page — Borrower’s Pledge

191
Per:
Per:
Name:
Title:
Jeff Blank
Dfrcfr
Signature Page — Borrower’s Pledge

192
A-i
SCHEDULE A
List of Stock

AEM Emissions Class A 2,983,685 16.13% A-i, A-3
Management
Limited
Partnership
AEM Emissions Class B 2,632 i5.15% B-i
Management
Limited
Partnership
AEM Emissions Class C 30,000,000 iOO% C-i
Management
Limited
Partnership
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This is Exhibit “P’ referred to in the Affidavit of
Alex Corbett
Carl E. DaMon
Student-at-Law
194
EXECUTION VERSION
PLEDGE AGREEMENT
(1938247 ALBERTA LTD.)
THIS AGREEMENT is made as of January 1, 2016
BETWEEN
1938247 ALBERTA LTD., a corporation duly incorporated under the laws

of the Province of Alberta (together with all of its successors and assigns,
the “Pledgor”),
- and -

(as defined below).
RECITALS
extensions of credit to AEM Emissions Management Ltd., as borrower (the ‘Borrower”), under the
Credit Agreement that the Pledgor shall have executed and delivered this Agreement to the Agent for
the rateable benefit of the Agent, the Lenders, the Swap Lenders, the Creditcard Lenders and the
Cash Management Lenders (collectively the “Secured Parties”, and individually a “Secured Party”).
1.01 Definitions
“Credit Agreement” means the credit agreement dated as of the date hereof among, the Borrower, the
Lenders and the Agent, as it may be further amended, supplemented or otherwise modified from time to
time.
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Guarantee” means the guarantee dated as of the date hereof by the Pledgor in favour of the Agent as it
may be further amended, supplemented or otherwise modified from time to time.
“Issuer Control Agreement” has the meaning set out in clause (ii) of the definition of Delivery”.
“Obligations” has the meaning given to it under the Guarantee.
“Stock” means
Shares;
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-3-

1.03 Headings
Agreement. The terms “hereof’, “hereunder” and similar expressions refer to this Agreement and not to

made thereunder.
1.06 Schedules
exchange for any or all of the foregoing;
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(b) all Stock;
2.06 Attachment
3.01 Representations and Warranties of the Pledqor
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-5-

Collateral,
Collateral; and
generally.
3.02 Covenants of the Pledcior
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-6-
provisions hereof.
care.
4.02 Voting Rights
vote.
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ARTICLE 5- REMEDIES
5.01 Remedies
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-8-
Applicable Law.
(2) The Agent may (i) grant extensions of time, (ii) take and perfect or abstain from taking
ARTICLE 6- GENERAL
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-9-
6.05 Assignment
6.06 Severability

6.07 Notices

may be entitled.
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- 10-
6.12 Indemnity
6.13 Governing Law
6.14 Attornment
6.15 Counterparts
instrument.
6.17 Executed Copy
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______________________________
__________________
204
written above.
PLEDGOR:
Per:
Nap $n Spencer
Tit1: ‘birector
c/s
Per:
Name:
Title:
Signature Page — Stack Subco Pledge

205
ALBERTA
Per:
Ser’
Per:
Jeff Blank
Director
Signature Page — Stack Subco Pledge

206
A-i
SCHEDULE A
List of Stock

Shelf Company N/A N/A 0.1% of the total Certificates are
No. 79, S. de R.L. capital not numbered
de CV.
No. 82, S. De R.L. capital not numbered
de C.V.
174791/480397
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207
This is Exhibit “Q” referred to in the Affidavit of
Alex Corbett
Carl E. Dahlefl
Studefltat-LaW
208
EXECUTION VERSION
PLEDGE AGREEMENT
(AEM Emissions Management Limited Partnership)
THIS AGREEMENT is made as of January 1, 2016
BETWEEN
AEM EMISSIONS MANAGEMENT LIMITED PARTNERSHIP, a limited

partnership duly formed under the laws of the Province of Alberta (together
with all of its successors and assigns, the “Pledgor”),
- and -

(as defined below).
RECITALS
extensions of credit to AEM Emissions Management Ltd., as borrower (the “Borrower”), under the
Cash Management Lenders (collectively the “Secured Parties”, and individually a “Secured Party”).
1.01 Definitions
time.
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-2-
“Guarantee” means the guarantee dated as of the date hereof by the Pledgor in favour of the Agent as it
“Stock” means
Shares;
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-3-

1.03 Headings
Agreement. The terms “hereof’, “hereunder” and similar expressions refer to this Agreement and not to

made thereunder.
1.06 Schedules
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211
-4-
(b) all Stock;
2.03 Continuing Liability of the Pledqor
2.06 Attachment
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-5-
(a) this Agreement has been duly authorized by all necessary action on the part of the Pledgor
and its respective general partners, and constitutes a legal and valid agreement binding on
the Pledgor, enforceable in accordance with its terms (except, in any case, as such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally and by principles of equity); the making and
performance of this Agreement will not result in the breach of, constitute a default under,
contravene any provision of, or result in the creation of, any lien, charge, security interest,
encumbrance or any other rights of others upon any property of the Pledgor pursuant to any
agreement, indenture or other instrument to which the Pledgor is a party or by which the
Pledgor or any of its property may be bound or affected;

Collateral,
Collateral; and
generally.
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-6-
provisions hereof.
care.
4.02 Voting Rights
vote.
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-7-
ARTICLE 5- REMEDIES
5.01 Remedies
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-8-
Applicable Law.
ARTICLE 6 GENERAL
-
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-9-
6.05 Assignment
6.06 Severability

6.07 Notices

may be entitled.
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- 10-
6.12 Indemnity
6.13 Governing Law
6.14 Attornment
6.15 Counterparts
instrument.
6.17 Executed Copy
174791/480397
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218
written above.
PLEDGOR:

Per:
Spencer
1’TtIe: Director
c/s
Per:
Name:
Title:
Signature Pages — Stack LP Pledge

219
Per:
N Wales
Per:
Name: I
Title: / i Gorpore Fin/
Jeff Blank
Director
Signature Pages — Stack LP Pledge

220
A-I
SCHEDULE A
List of Stock

AEM Emissions Common Shares 35,7000,001 100% C-i, C-2
Management
Operating Ltd.
174791/480397
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221
This is Exhibit “R” referred to in the Affidavit of
Alex Corbett
Carl E Dahlefl
Student-at-Law
222
EXECUTION VERSION
PLEDGE AGREEMENT
(AEM Emissions Management Operating Ltd.)
THIS AGREEMENT is made as of January 1,2016
BETWEEN
AEM EMISSIONS MANAGEMENT OPERATING LTD., a corporation duly

incorporated under the laws of the Province of Alberta (together with all of
its successors and assigns, the “Pledgor”),
- and -

(as defined below).
RECITALS
extensions of credit to AEM Emissions Management Ltd., as borrower (the “Borrower”), under the
Cash Management Lenders (collectively the “Secured Parties”, and individually a “Secured PartV’).
1.01 Definitions
time.
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223
-2-
“Guarantee” means the guarantee dated as of the date hereof by the Pledgor in favour of the Agent as it
“Stock” means
Shares;
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-3-

1.03 Headings
Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to

made thereunder.
1.06 Schedules
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225
-4-
(b) all Stock;
2.06 Attachment
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226
-5-

Collateral,
Collateral; and
generally.
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-6-
provisions hereof.
care.
4.02 Voting Rights
vote.
174791/480397
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228
-7-
ARTICLE 5- REMEDIES
5.01 Remedies
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-8-
Applicable Law.
ARTICLE 6- GENERAL
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230
-9-
6.05 Assignment
6.06 Severability

6.07 Notices

may be entitled.
174791/480397
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231
- 10-
6.12 Indemnity
6.13 Governing Law
6.14 Attornment
6.15 Counterparts
instrument.
6.17 Executed Copy
174791/480397
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_______________
232
written above.
PLEDGOR:
AEM EMISSIONS MANAGEMENT OPERATING

LTD.
Per:
Tt’’rectOr
c/s
Per:
Name:
Title:
Signature Pages — Stack Can SubCo Pledge

233
ALBERTA TRE HE
Per:
Name:
DirectOr
Title 7” B o rate Financial Services
c/s
Per:
Name:
Title:
Signature Pages — Stack Can SubCo

234
A-i
SCHEDULE A
List of Stock

No. 79, S. de R.L. capital not numbered
de CV.
Shelf Company N/A N/A 99.9% Certificates are
No. 82, S. De R.L. not numbered
de CV.
ATCO Emissions Common Shares 552,500 100% 5

Management Inc.
1938247 Alberta Common Shares 100 100% 3C
Ltd.
174791/480397
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235
This is Exhibit “S’ referred to in the Affidavit of
Alex Corbett
Carl E. Dahien
Student-at-Law
236
EXECUTION VERSION
CANADIAN LOAN PARTIES
COLLATERAL ASSIGNMENT OF MATERIAL AGREEMENTS
THIS COLLATERAL ASSIGNMENT OF MATERIAL AGREEMENTS (as amended,

modified, supplemented, restated or replaced from time to time, this “Agreement”), dated as of
January 1, 2016, made by AEM Emissions Management Ltd.(the “Borrower”), a corporation existing
under the laws of Alberta, 1938247 Alberta Ltd., a corporation existing under the laws of Alberta,
AEM Emissions Management Operating Ltd., a corporation existing under the laws of Alberta and
AEM Emissions Management Limited Partnership, a limited partnership duly formed under the laws
of Alberta, (together with any successor(s), by amalgamation or otherwise, and permitted assigns,
the “Assignors” and each an “Assignor”), in favour of ALBERTA TREASURY BRANCHES, as
administrative agent underthe Credit Agreement (as defined below) (together with any successor(s)
thereto in such capacity, the “Agent”) for the Lender Parties (as defined below).
W I T N E S S E T H:
WHEREAS pursuant to a credit agreement dated as of January 1, 2016 (together

with all amendments, modifications, supplements, restatements or replacements, if any, from time to
time thereafter made thereto, the “Credit Agreement”), among the Agent, the various other financial
institutions party thereto from time to time, as lenders (each a “Lender” and collectively the
“Lenders” and together with the Agent and their respective successors and assigns, the “Lender
Parties”), and the Borrower, as borrower, the Lenders have extended Commitments to make
Advances to the Borrower;
AND WHEREAS, as a condition precedent to the making of Advances under the

Credit Agreement, the Assignors are required to execute and deliver this Agreement as continuing
collateral security;
AND WHEREAS the Assignors have duly authorized the execution, delivery and
performance of this Agreement;
NOW THEREFORE for good and valuable consideration the receipt of which is
hereby acknowledged, and in order to induce the Lenders to make Advances to the Borrower
pursuant to the Credit Agreement, the Assignor s agree, for the benefit of each Lender Party, as
follows:
ARTICLE I - DEFINITIONS
1.01 Certain Terms. The following terms when used in this Agreement, including its preamble
and recitals, shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):
“Agent” is defined in the preamble.
“Agreement” is defined in the preamble.
“Assigned Agreements” means each of the agreements and contracts set out at Schedule
“A” attached hereto.
“Assignors” and “Assignor” is defined in the preamble.
“Borrower” is defined in the preamble.
MT DOCS 15218378v6
Collateral Assignment of Material Agreements

237
-2-
Credit Agreement” is defined in the first recital.
“Lender Parties” is defined in the first recital, and “Lender Party” means any one of them.
“Obligations” has the meaning ascribed thereto under the Credit Agreement.
1.02 Credit Agreement Definitions. Unless otherwise defined herein or the context otherwise
requires, capitalized terms used in this Agreement, including its preamble and recitals, have
the meanings ascribed thereto in the Credit Agreement.
1.03 PPSA Definitions. Unless otherwise defined herein or in the Credit Agreement or the context
otherwise requires, terms forwhich meanings are provided in the Personal Property Security
Act (Alberta) are used in this Agreement, including its preamble and recitals, with such
meanings.
ARTICLE 2 ASSIGNMENT, ETC.

-
2.01 Assignment. Upon and subject to the terms, conditions and provisions herein contained,
each Assignor hereby unconditionally and irrevocably grant, as a general and continuing
security for the payment and performance of the Obligations, a security interest in and
assigns, transfers and sets over to and in favour of the Agent for its own benefit and for the
benefit of the other Lender Parties, as and by way of a fixed and specific assignment and
security interest in all of its right, title, estate and interest in, to, under and in respect of:
(a) each of the Assigned Agreements to which such Assignor is a party, and all
benefits, powers and advantages of such Assignor to be derived therefrom and all
covenants, obligations and agreements of the parties thereunder and otherwise to
enforce the rights of an Assignor thereunder in the name of such Assignor;
(b) all deeds, documents, writings, papers, books, books of account and other records
relating to any Assigned Agreement to which such Assignor is a party;
(c) all revenues and other moneys now due and payable or hereafter to become due
and payable to such Assignor thereunder or in connection therewith by the other
parties to any Assigned Agreement to which such Assignor is a party or receivable
by such Assignor pursuant to or in connection with any Assigned Agreement to
which such Assignor is a party; and
(d) the benefit of any guarantees or indemnities relating to any of the foregoing,
and in, to and under all amendments, modifications, extensions and replacements of the
foregoing, to be held by the Agent for the benefit of the Lender Parties as general and
continuing security for the payment and satisfaction of all Obligations of such Assignor
whether for principal, interest, costs, fees, expenses or otherwise; provided, however, that if
the assignment by such Assignor hereunder of any of the Assigned Agreements to which
such Assignor is a party, (i) requires the consent of any Person which has not been obtained,
(ii) requires the Agent to provide any notice or acknowledgement to the other party to any of
the Assigned Agreements to which such Assignor is a party in order for such assignment to
take place, or (iii) would result in a breach by such Assignor of any of the Assigned
Agreements to which such Assignor is a party or termination thereof, then such Assigned
Agreement(s) will be held in trust by such Assignor for the benefit of the Agent, on behalf of
the other Lender Parties, and on the exercise by the Agent, on behalf of the other Lender
Parties of any of their rights under this Agreement, will be assigned by such Assignor as
directed by the Agent.
MT DOCS 15218378v6
238
-3-
2.02 Performance of Obligations. Each Assignor covenants to observe and enforce the terms,
covenants, conditions and obligations to be observed and enforced by such Assignor
pursuant to each of the Assigned Agreements to which such Assignor is a party.
2.03 Attachment. Each Assignor hereby acknowledges and agrees that value has been given,
that such Assignor has rights in the Assigned Agreements to which such Assignor is a party
existing as of the date hereof and that the security interest granted hereby will attach when
such Assignor signs and delivers this Agreement.
2.04 No Liability. Nothing herein contained shall renderany of the Lender Parties, their respective
agents, directors, officers, employees or any other Persons for whom such Lender Party is at
law responsible, liable to any Person for the fulfilment or non-fulfilment of the obligations,
covenants and agreements, including but not limited to the payment of any moneys
thereunder or in respect thereto, of each Assignor under any Assigned Agreement to which
such Assignor is a party. Notwithstanding the foregoing, each of the Assignors hereby
indemnifies and agrees to save and hold harmless the Lender Parties, their respective
agents, directors, officers and employees (any one, an ‘Indemnified Party”) from and against
any and all claims, demands, actions, causes of action, losses, suits, damages and costs
(collectively, the “Claims”) whatsoever of any Person arising directly or indirectly from or out
of any Assigned Agreement to which such Assignor is a party, save and except for any
Claims arising from the gross negligence or wilful misconduct of any Indemnified Party.
2.05 Notice; Registration. Following the occurrence and during the continuance of an Event of
Default, the Agent shall have the right to serve this Agreement or notice thereof on any party
to any Assigned Agreement.
2.06 Performance Until Default and Attorney of the Assignors. Each of the Assignors hereby
irrevocably appoints the Agent such Assignor’s attorney-in-fact and agent, with full authority
in the place and stead of such Assignor and in the name of such Assignor or otherwise, from
time to time in the Agent’s discretion, to take any action and to execute any instrument which
the Agent may reasonably deem necessary or advisable to accomplish the purposes of this
Agreement, including without limitation, (i) to exercise any of the rights, powers, authority and
discretions which, under the terms of any Assigned Agreement to which such Assignor is a
party, could be exercised by such Assignor with respect thereto, (ii) to ask, demand, collect,
sue for, recover, compromise, receive and give acquittance and receipts for moneys due and
to become due under or in respect of any Assigned Agreement to which such Assignor is a
party, (iii) to receive, endorse, and collect any drafts or other instruments, documents and
chattel paper, in connection with clause (ii), and (iv) to file any claims or take any action or
institute any proceedings which the Agent may deem necessary or desirable for the
collection of any amounts payable under any Assigned Agreement to which such Assignor is
a party or otherwise to enforce the rights of such Assignor and the Lender Parties with
respect to any Assigned Agreement to which such Assignor is a party, all of which is
consented to by such Assignor; provided, that the Agent agrees that it shall not exercise any
power or authority granted under the power of attorney granted pursuant to this Section
unless an Event of Default has occurred and is continuing. Each of the Assignors hereby
acknowledges, consents and agrees that the power of attorney granted pursuant to this
Section is (until termination of the security interest granted hereunder upon the payment and
satisfaction in full of all Obligations and the termination of all Commitments) irrevocable and
coupled with an interest.
2.07 Dealing with the Assigned Agreements. Subject to the rights of the Agent herein and in any
other Loan Document, until the occurrence and continuance of a Default or an Event of
Default, each Assignor shall be entitled to deal with any Assigned Agreement to which such
Assignor is a party and to enforce all of the benefits, advantages and power thereunder and
to collect and receive all monies payable to such Assignor under or in connection with any
Assigned Agreement to which such Assignor is a party in the ordinary course of its business
MT DOCS 15218378v6
239
-4-
and the other parties to any Assigned Agreement to which such Assignor is a party shall be
entitled to deal solely with such Assignor with respect to all matters relating to the Assigned
Agreements to which such Assignor is a party, all as though this Agreement had not been
made (subject to any irrevocable direction given in respect of any such monies and provided
that all such monies received by such Assignor will continue to be subject to the security
interest, assignment and transfer granted hereby and provided further that, following the
occurrence and continuance of an Event of Default, all money received by such Assignor
pursuant to any Assigned Agreement to which such Assignor is a party will be received as
trustee for the Agent, on behalf of the other Lender Parties and, at such time, held separate
and apart from other money of such Assignor and paid over to the Agent upon request) and
to enforce all of the benefits, advantages and powers thereunder as though this Agreement
had not been made.
2.08 Termination, Surrender, Alteration, Etc. Without the prior written consent of the Agent, each
of the Assignors covenants and agrees that it shall not nor shall it agree at any time to (I)
terminate, forfeit or cancel any Assigned Agreement to which such Assignor is a party, (ii)
amend or modify any Assigned Agreement to which such Assignor is a party in any material
respect, (iii) waive any failure of any party thereto to perform any material obligation
thereunder, or (iv) suffer or permit anything allowing any party to terminate the Assigned
Agreements to which such Assignor is a party or any of them.
2.09 Assignment, Pledging, Encumbrance. Each of the Assignors covenants and agrees that it
will not at any time during the term of this Agreement assign, pledge or encumber any
Assigned Agreement to which such Assignor is a party, other than to the Agent or other than
as permitted under the Credit Agreement.
ARTICLE 3 - REPRESENTATIONS AND COVENANTS
3.01 Representations. Each Assignor represent and warrant to each Lender Party that:
(a) such Assignor has provided the Agent with true and complete copies of the
Assigned Agreements to which such Assignor is a party;
(b) each of the Assigned Agreements to which such Assignor is a party is a valid and
subsisting agreement, in full force and effect and unmodified and there are no
defaults thereunder by such Assignor or, to the knowledge of such Assignor, any
other party thereto;
(c) as at the date hereof, each of the Assigned Agreements to which such Assignor is a
party constitutes the entire agreement between such Assignor and each of the other
parties thereto in respect of the matters contemplated therein; and
(d) it has not granted to any other person (other than to or for the benefit of the Lenders
Parties) rights in respect of each of the Assigned Agreements to which such
Assignor is a party which is to the same effect as any of the rights granted herein.
3.02 Further Assurances. Each of the Assignors hereby covenants and agrees with the Agent
that it shall from time to time and at all times hereafter upon written request so to do, make,
do, execute and deliver or cause to be made, done, executed and delivered all such further
acts, deeds, assurances and things as may be reasonably required by the Agent for more
effectually implementing and carrying out the true intent and meaning of this Agreement.
ARTICLE 4 - DEFAULT
4.01 Rights of Agent Upon a Default. Whenever an Event of Default shall have occurred and is
continuing under the Credit Agreement, without limiting the rights of the Agent under or
MT DOCS 15218378v6
240
-5-
pursuant to this Agreement, the Credit Agreement, any other Loan Document or any other
security provided by the Assignors to the Agent pursuant to or in connection with the Credit
Agreement or otherwise provided by Applicable Law, the Agent shall be entitled and shall
have the authority by itself or through its agents (including, without limitation, any receiver or
receiver and manager):
(a) to renew, amend or otherwise deal with (including without limitation, the authority to
demand, sue for, recover, receive and give receipts for all revenue or other moneys
in connection with) any Assigned Agreement on such terms as it may deem
appropriate;
(b) to perform, at the Assignors’ expense any and all obligations or covenants of such
Assignor under any Assigned Agreement to which such Assignor is a party and to
enforce performance by the other party to any Assigned Agreement to which such
Assignor is a party of its respective obligations, covenants and agreements
thereunder;
(c) without limiting the generality of Section 4.01(a) hereof, to deal with any Assigned
Agreement to the same extent as the Assignor party thereto could do;
(d) to take possession of and collect any amounts which may become payable to an
Assignor in respect of any Assigned Agreement to which such Assignor is a party
and pay therefrom all reasonable expenses and charges, the payment of which may
be necessary to preserve and protect any such Assigned Agreement;
(e) to sell, either by public or private sale, or otherwise dispose of any Assigned
Agreement in such manner, upon such terms and conditions, for such consideration
and at such time as the Agent may deem expedient and without notice to the
Assignor party thereto except as required by Applicable Law and without any liability
for any loss resulting therefrom;
(f) to apply any monies received by it in accordance with the terms hereof against the
Obligations in any manner contemplated under the Credit Agreement or to hold the
same in a separate account for such time as it may see fit and then apply the same
as aforesaid, the whole without prejudice to the Lender Parties’ claim or claims of or
for any deficiency in respect thereof; and
(g) to compound, compromise, grant extensions, take and give up securities, accept
compositions, grant releases and discharges and otherwise deal with the parties to
the Assigned Agreements and others, and with the Assigned Agreements and other
securities as the Agent may see fit, without prejudice to the liability of the Assignors
or to the Agent’s rights to hold and realize upon any Assigned Agreement,
the whole without any liability or responsibility of any kind on the part of any of the Lender Parties or
their respective agents, save and except for liability or responsibility arising from the gross negligence
or wilful misconduct of any of the Lender Parties.
4.02 Exercise of Powers. Where any discretionary powers hereunder are vested in the Agent, the
same may be exercised by an officer or manager of the Agent or its appointed agents, as the
case may be, including, without limitation, any receiver or receiver and manager.
4.03 Dealing with Assigned Agreements. The Agent shall not be obliged to exhaust its recourse
against any Assignor or any other Person or Persons or against any other security it may
hold in respect of the Obligations before realizing upon or otherwise dealing with the
Assigned Agreements in such manner as the Agent may consider desirable at any time
when this Agreement shall have become and remain enforceable.
MT DOCS 15218375v6
241
-6-
ARTICLE 5 - GENERAL
5.01 No Release. This Agreement shall remain in full force and effect without regard to, and the
obligations of each Assignor shall not be affected or impaired by:
(a) any amendment, modification, replacement of or addition or supplement to the

Credit Agreement, any other Loan Document or any other security provided to any
of the Lender Parties;
(b) any exercise or non-exercise of any right, remedy, power or privilege in respect of
this Agreement, the Credit Agreement, any other Loan Document or any other
security provided to any of the Lender Parties;
(c) any waiver, consent, extension, indulgence or other action, inaction or admission
under or in respect of this Agreement, the Credit Agreement, any other Loan
Document or any other security provided to any of the Lender Parties;
(d) any default by the Assignors under, or any invalidity or unenforceability of, or any
limitation of the liability of the Assignors or on the method or terms of payment
under, or any irregularity or other defect in the Credit Agreement, any other Loan
Document or any other security provided to any of the Lender Parties;
(e) any merger, consolidation or amalgamation of any of the Assignors into or with any
other Person; or
(f) any insolvency, bankruptcy, liquidation, reorganization, arrangement, composition,

winding-up, dissolution or similar proceeding involving or affecting any of the
Assignors.
5.02 No Partnershir. Nothing herein contained shall be deemed or construed by the parties
hereto or by any third party as creating the relationship of partnership or of joint venture
among the Assignors and the Lender Parties, it being understood and agreed that none of
the provisions herein contained or any acts of any of the Lender Parties or of the Assignors
shall be deemed to create any relationship between any of the Lender Parties and the
Assignors other than the relationship of assignee and assignor.
5.03 Rights and Remedies Cumulative. The rights and remedies given to the Agent hereunder
shall be cumulative of and not substituted for any rights or remedies to which the Agent may
be entitled under the Credit Agreement, any other Loan Document or any other security
provided to the Agent pursuant to or in connection with any of the foregoing or at law and
may be exercised whether or not the Agent has pursued or is then pursuing any other such
rights and remedies. Nothing in this Agreement shall curtail or limit the remedies of the
Agent as permitted either by Applicable Law or in any statute to a creditor, all such remedies
being in addition to and not in substitution for any other rights of the Agent under this
Agreement, the Credit Agreement, any other Loan Document or any other security provided
to the Agent pursuant to or in connection with any of the foregoing.
5.04 Time of Essence. Time shall be of the essence of this Agreement.
5.05 Waiver. No consent or waiver, express or implied, by the Agent to or of any breach or
default by any of the Assignors in performance of their obligations hereunder shall be
deemed or construed to be a consent or waiver to or of any other breach or default in the
performance by such Assignor hereunder. Failure on the part of the Agent to complain of
any act or failure to act of an Assignor or to declare an Assignor in default, irrespective of
how long such failure continues, shall not by itself constitute a waiver by the Agent of its
rights hereunder.
MT DOCS 1521 8378v6
242
-7-
ARTICLE 6 - MISCELLANEOUS PROVISIONS
6.01 Document. This Agreement is a Loan Document executed pursuant to the Credit Agreement
and shall (unless otherwise expressly indicated herein) be construed, administered and
applied in accordance with the terms and provisions thereof.
6.02 Amendments, etc. No amendment to or waiver of any provision of this Agreement nor
consent to any departure by any Assignor herefrom shall in any event be effective unless the
same shall be in writing and signed by the Agent, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which it is given.
6.03 Protection of Collateral. The Agent may from time to time, at its option, perform any act
which each of the Assignors agree hereunder to perform and which each of the Assignors
shall fail to perform after being requested in writing so to perform (it being understood that no
such request need be given after the occurrence and during the continuance of an Event of
Default) and the Agent may from time to time take any other action which the Agent
reasonably deems necessary for the maintenance, preservation or protection of any of the
assigned rights or of its security interest therein.
6.04 Addresses for Notices. Any notice or communication to be given under this Agreement to the
Agent or the Assignors shall be effective if given in accordance with the provisions of the
Credit Agreement as to the giving of notice to each and the Agent and the Assignors may
change their respective address for notices in accordance with the said provisions.
6.05 Section Cartions. Section captions used in this Agreement are for convenience of reference
only, and shall not affect the construction of this Agreement.
6.06 Severability. Wherever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under Applicable Law, but if any provision of this
Agreement shall be prohibited by or invalid under such Applicable Law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.
6.07 Conflicts. In the event of any conflict between the provisions hereunder and the provisions of
the Credit Agreement then, notwithstanding anything contained herein, the provisions
contained in the Credit Agreement shall prevail and the provisions of this Agreement will be
deemed to be amended to the extent necessary to eliminate such conflict. If any act or
omission of an Assignor is expressly permitted under the Credit Agreement but is expressly
prohibited hereunder, such act or omission shall be permitted. If any act or omission is
expressly prohibited hereunder, but the Credit Agreement does not expressly permit such act
or omission, or if any act is expressly required to be performed hereunder but the Credit
Agreement does not expressly relieve an Assignor from such performance, such fact shall
not constitute a conflict between the applicable provisions hereunder and the provisions of
the Credit Agreement.
6.08 Governing Law, Entire Agreement, etc. This Agreement shall be governed by and construed
in accordance with the internal laws of the Province of Alberta and the federal laws of
Canada applicable therein. Subject to and without limiting in any way the provisions
regarding the paramountcy of the Credit Agreement in Section 6.07 above, this Agreement
and the other Loan Documents to which an Assignor is a party constitute the entire
understanding among the parties hereto with respect to the subject matter hereof and
supersede any prior agreements, written or oral, with respect thereto.
6.09 Assignment. This Agreement shall enure to the benefit of and be binding upon each of the
Lender Parties and their respective successors and permitted assigns and the Assignors and
their successors and assigns; provided that the Assignors shall not have the right to assign
MT DOCS 15218378v6
243
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their obligations hereunder without the Agent’s prior written consent and the Lender Parties
may only assign their rights, title and interest in, to and arising under this Agreement in
accordance with the provisions of the Credit Agreement concerning assignments and
participations.
6.10 Additional Continuing Security. This Agreement and the assignment granted hereby are in
addition to and not in substitution for any other security now or hereafter held by the Agent
and this Agreement is a continuing agreement and security that will remain in full force and
effect until discharged by the Agent.
6.11 Termination. This Agreement and the security interest created hereunder will terminate
when the Assigned Agreements are no longer subject to the security interest in accordance
with the Credit Agreement. Upon such termination the Agent will execute and deliver to each
Assignor such financing statements and other documents or instruments as such Obligor
may reasonably require.
6.12 Executed Coiy. The Assignors acknowledge receipt of a fully executed copy of this
Agreement.
6.13 Counternarts and Facsimile. This Agreement may be signed in any number of counterparts
(including by pdf or other electronic means), each of which shall be deemed to be an original,
but all such separate counterparts shall together constitute one and the same instrument.
[Signature page follows]
MT DOCS 15218378v6
244
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement on the date first written
above.
By:
Title: Director
By:
Title: Director

EMISSIONS MANAGEMENT LTD..
By:
incer
Title: Director
AEM EMISSIONS MANAGEMENT OPERATING LTD.
By:
Nr
Title: Director
Signature Page to Collateral Assignment of Material Agreements

245
SCHEDULE A
Golden Spread Electric ATCO Emissions Management, a division of February 16, 2015
Cooperative Elk Station Units ATCO Structures & Logistics Ltd. and TIC The
—
2 and 3 (10481) Industrial Company.
Golden Spread Electric ATCO Emissions Management, Inc. and TIC — June 15, 2015
Cooperative Elk Station Units
— The Industrial Company.
2 & 3 (10541)
Purchase Order 610401941 as ATCO Emissions Management, Inc. and July 30, 2014
most recently revised by General Electric International, Inc.
Revision No. 23 (10351) Revision Date:
June 18, 2015
Purchase Agreement between Iberdrola Energy Projects, Inc and ATCO December 2, 2014
Iberdrola Energy Projects, Inc. Emissions Management, Inc.
and ATCO Emissions
Management, Inc. for the
Supply of Acoustical Buildings
and Materials and Auxiliary
Equipment and Related
Services for Salem Harbor
Energy Center Project (10097)
Purchase Order (10491) ATCO Emissions Management Inc. and CB&l February 26, 2015
Inc.
Purchase Order Number Higgott Kane a division of ATCO Noise Order Date July 16,
411511719 as most recently Management and GE Packaged Power, Inc. 2015
revised by Amendment No 2
(10549) Revision Date:
October 21, 2015
Purchase Order Number Higgott Kane, a Division of ATCO and GE Gas September 23, 2014
900670330 as most recently Turbines (Greenville) LLC
revised by Revision No. 1 Revision Date:
(10399) October 15, 2014
Purchase Order Number Higgott Kane, a Division of ATCO and GE Gas February 12, 2015
revised by Revision No. 1 Revision Date:
(103993) May 4, 2015
Purchase Order Number Higgott Kane, a Division of ATCO and GE Gas November 25, 2014
revised by Revision No. I Revision Date:
(103994) December 8, 2014
Purchase Order Number Higgott Kane, a Division of ATCO and GE Gas September 22, 2014
900669373 as most recently
MT DOCS 15218378v6

246
-11 -
revised by Revision No. 1 Turbines (Greenville) LLC Revision Date:

(103991) March 23, 2015
Purchase Order No. Higgott Kane, a Division of ATCO Noise Order Date: October
411511169 as most recently Management and GE Packaged Power, Inc. 8, 2014
revised by Amend No. 3
(10416) Revision Date:
September29, 2015
Subcontract Issue: Metal Wall ATCO Emissions Management Inc and Black & August 26, 2015
and Roof Panel (10569) Veatch Corporation.
Developer Agreement Varco Pruden Buildings, a division of BlueScope January 1, 2009

Buildings North America, Inc. and ATCO (executed July 2008)
Structures & Logistics Ltd.
Dominion Cove Point Agate Inc., d/b/a Agate Construction Inc. August 1,2014
Liquefaction Expansion Project (collectively, assigned their interest to ATCO
Subcontract Agreement Noise Management, LLC pursuant to the
Assignment and Assumption Agreement and the
Assignment, Assumption and Consent
Agreement listed below) and IHI/Kiewit Cove
Point, a joint venture between IHI E & C
International Corporation and Kiewit Energy
Company
September21, 2015
Dominion Cove Point
Liquefaction Expansion Project
Subcontract Agreement: Agate Inc., d/b/a Agate Construction Inc., and
Assignment and Assumption ATCO Noise Management, LLC
Agreement October 1, 2015
Dominion Cove Point

Liquefaction Expansion Project Agate Inc., d/b/a Agate Construction Inc., ATCO
Subcontract Agreement: Noise Management, LLC, and HI Kiewit Cove January 19, 2014
Assignment, Assumption and Point, a joint venture between HI E & C
Consent Agreement International Corporation and Kiewit Energy
Company
April 13, 2015
Change Order #1
Agate Inc., d/b/a Agate Construction Inc. and
IHI/Kiewit Cove Point, a joint venture between
HI E & C International Corporation and Kiewit
Energy Company May 4, 2015
Change Order #2
HI E & C International Corporation and Kiewit May 26, 2015
Energy Company
Change Order#3
MT DOCS 15218378v6
247
- 12 -
r Agreement Title Parties Effective Date
Agate Inc. dibla Agate Construction Inc. and

IHI E & C International Corporation and Kiewit
Energy Company
Change Order#4

IHI E & C International Corporation and Kiewit
Energy Company
Agate Sub-Subcontract Agate Inc., dlbla Agate Construction Inc., and October 15, 2015
ATCO Noise Management, LLC
Sub-Subcontract: ATCO Agate Inc., d/b/a Agate Construction Inc., and May 18, 2015
Emissions Management, Inc. ATCO Emissions Management, Inc.
assigned to ATCO Noise -
Management, LLC, pursuant to:
Consent to Assignment Agate Inc., d/b/a Agate Construction Inc., ATCO September 21, 2015
Agreement: ATCO Emissions Noise Management, LLC, and ATCO Emissions
Management, Inc. Management, Inc.
Sub-Subcontract: ATCO Agate Inc., d/b/a Agate Construction Inc., and March 4, 2015
Emissions Management, Inc. ATCO Emissions Management, Inc.
assigned to ATCO Noise

Management, LLC, pursuant to.’
September21, 2015
Consent to Assignment Agate Inc., d/b/a Agate Construction Inc., ATCO
Agreement: ATCO Emissions Noise Management, LLC, and ATCO Emissions
Management, Inc. Management, Inc.
Sub-Subcontract: Atlas Electric Agate Inc., d/b/a Agate Construction Inc., and February 19, 2015
& Controls Inc. Atlas Electric & Controls Inc.

Consent to Assignment Agate Inc., d/b/a Agate Construction Inc., ATCO September21, 2015
Agreement: Atlas Electric & Noise Management, LLC, and Atlas Electric &
Controls Inc. Controls Inc.
Sub-Subcontract: Byrd, Inc. Agate Inc., d/b/a Agate Construction Inc., and December 5, 2014
Byrd, Inc.

October 15, 2015
Consent to Assignment
Agreement: Byrd, Inc. Agate Inc., d/b/a Agate Construction Inc., ATCO
Noise Management, LLC, and Byrd, Inc.
MT DOCS 15218378v6
248
- 13-
Sub-Subcontract: Foley Agate Inc., dlb/a Agate Construction Inc., and February 20, 2015
Material Handling Co. Inc. Foley Material Handling Co. Inc.

September21, 2015
Consent to Assignment Agate Inc., d/bla Agate Construction Inc., ATCO
Agreement: Foley Material Noise Management, LLC, and Foley Material
Handling Co. Inc. Handling Co. Inc.
Sub-Subcontract: Somerset Agate Inc., d/b/a Agate Construction Inc., and March 3, 2015
Steel Erection Company, Inc. Somerset Steel Erection Company, Inc.

October 16, 2015
Agreement: Somerset Steel Noise Management, LLC, and Somerset Steel
Erection Company, Inc. Erection Company, Inc.
Sub-Subcontract: Tweet-Garot Agate Inc., d/b/a Agate Construction Inc., and August 4, 2015
Mechanical, Inc. Tweet-Garot Mechanical, Inc.

October 9, 2015
Agreement: Tweet-Garot Noise Management, LLC, and Consent to
Mechanical, Inc. Assignment Agreement: Tweet-Garot
Mechanical, Inc.
MT DOCS 15218378v8
249
EXECUTION VERSION
CONFIRMATION OF GUARANTEES AND SECURITY

MATERIAL SUBSIDIARIES
Dated: October 19, 2018
To: ATB Financial (formerly Alberta Treasury Branches), as administrative agent

(the “Agent”)
And To: The Lenders, Swap Lenders, Creditcard Lenders and the Cash Management
Lenders (collectively with the Agent, the “Secured Parties”)
Re: Credit agreement dated as of January 1, 2016 among AEM Emissions

Management Ltd. (as amalgamation predecessor of Innova Global Ltd., the
“Borrower”), each of the financial institutions from time to time party thereto as
January 23, 2017 (as so amended, the “Original Credit Agreement”)
And Re: Amended and restated credit agreement dated as of July 21, 2017 among the
Borrower, each of the financial institutions from time to time party thereto as
October 11, 2017 and a second amending agreement dated as of December 13,
2017 (as so amended, the “Existing Credit Agreement”)
And Re: Second amended and restated credit agreement dated as of the date hereof
among the Borrower, each of the financial institutions from time to time party
thereto as lenders (the “Lenders”), and the Agent (the “Credit Agreement”),
pursuant to which the Existing Credit Agreement is amended and restated to,
inter alia, increase the aggregate principal amount of the Facilities and to extend
the Maturity Date
RECITALS:
A. Each of the undersigned has granted a guarantee in favour of the Agent, for the benefit
of the Secured Parties, to guarantee the payment and performance of the Secured
Obligations (as defined in the Original Credit Agreement), as described in Schedule “A”
attached hereto (such guarantees, as amended, restated, supplemented or otherwise
modified and as previously confirmed from time to time, the ‘Guarantees” and each
individually a “Guarantee”).
B. Each of the undersigned has granted security in favour of the Agent, for the benefit of
the Secured Parties, to secure its obligations under its respective Guarantee, including
without limitation the security described in Schedule “B” attached hereto (such security,
as amended, restated, supplemented or otherwise modified and as previously confirmed
from time to time, the “Security”).
174791/480397
MT DOCS 18404022v9
250
-2-
C. Each of the undersigned has agreed to provide this Confirmation of Guarantees and
Security to the Secured Parties to confirm, among other things, that the Guarantee
granted by it continues to guarantee payment and performance of the Secured
Obligations (as defined in the Credit Agreement) and continues to be enforceable
against it.
NOW THEREFORE, in consideration of the Agent and the Lenders agreeing to continue to
provide, among other things, credit facilities to the Borrower under the Credit Agreement, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of the undersigned hereby confirms and acknowledges to and agrees with
the Secured Parties as follows:
1. Capitalized terms used but not otherwise defined in this Confirmation of Guarantees and
Security and in the Schedules attached hereto have the same meanings herein as are
ascribed thereto in the Credit Agreement.
2. The Guarantee to which each of the undersigned is a party (I) continues to guarantee
the Secured Obligations (as defined in the Credit Agreement) in favour of the Secured
Parties, (ii) continues in full force and effect, and (iii) constitutes a valid and legally
binding obligation of the undersigned, enforceable against it in accordance with its
respective terms, subject to applicable bankruptcy, reorganization, moratorium and other
laws of similar application affecting the rights of creditors generally.
3. The Security to which each of the undersigned is a party (i) continues to secure its
obligations in favour of the Secured Parties, including under its respective Guarantee, (ii)
continues in full force and effect, and (iii) constitutes a valid and legally binding obligation
of the undersigned, enforceable against it in accordance with its respective terms,
subject to applicable bankruptcy, reorganization, moratorium and other laws of similar
application affecting the rights of creditors generally.
4. lnnova Global Limited Partnership, Innova Global Operating Ltd. and 1938247 Alberta
Ltd. hereby each acknowledge and agree that Schedule “A” to the collateral assignment
of material agreements dated as of January 1, 2016 granted by Innova Global Limited
Partnership, Innova Global Operating Ltd., 1938247 Alberta Ltd. and the Borrower in
favour of the Agent is hereby deleted in its entirety and replaced with Exhibit 1 to this
Confirmation of Guarantees and Security.
5. Innova Global Limited Partnership, lnnova Global Operating Ltd. and 1938247 Alberta
Ltd. hereby each acknowledge and agree that Schedule “A” to the general security
agreement dated as of January 1, 2016 granted by Innova Global Limited Partnership,
Innova Global Operating Ltd., 1938247 Alberta Ltd. and the Borrower in favour of the
Agent is hereby deleted in its entirety and replaced with Exhibit 2 to this Confirmation of
Guarantees and Security.
6. TriEmissions Holdings Limited Partnership and TriEmissions Holdings (US) Limited

Partnership hereby each acknowledge and agree that Schedule “A” to the pledge
agreement dated as of January 1, 2016 granted thereby in favour of the Agent is hereby
deleted in its entirety and replaced with Exhibit 3 to this Confirmation of Guarantees and
Security.
174791/480397
MT DOCS 18404022v9
251
-3-
7. This Confirmation of Guarantees and Security shall be governed by and construed in

accordance with the laws of the Province of Alberta and the laws of Canada applicable
therein. Each of the undersigned hereby irrevocably and unconditionally attorns to the
non-exclusive jurisdiction of the courts of Alberta and all courts competent to hear
appeals therefrom.
8. Each of the undersigned shall, at the request of the Agent acting reasonably, do all such
further acts and execute and deliver all such further documents as may, in the
reasonable opinion of the Agent, be necessary or desirable in order to perform and carry
out the purpose and intent of the Credit Agreement, each Guarantee, the Security and
this Confirmation of Guarantees and Security.
174791/480397
MT DOCS 18404022v9
252
S-I
IN WITNESS WHEREOF each of the undersigned has caused this Confirmation of Guarantees and
Security to be duly executed on the date first written above.
INNOVA GLOBAL LIMITED PARTNERSHIP, by

Its general partner INNOVA GLOBAL LTD.
By:
Nfi,%’Jon Spencer
Title: Director

PARTNERSHIP, by Its general partner INNOVA
GLOBAL LTD.
By:
Title: Director

253
S-2
By:
Nf,An Spencer
Title: Director

254
S-3
INNOVA GLOBAL OPERATING LTD.
By
6pcer
Title: Director

255
S-4
INNOVA GLOBAL LiMITED
By:
Wes Au
Title: Director
Sig:rn!uri Page lv SARCA con fhinallon of Guarantees and Security (Ma tonal Subsidiar(es
256
S-5
Signed sealed and delivered by

Innova Global Australia Pty LimIted
ACN 617 720 073
in accordance with section 127 of the
Corporations Act 2001 (Cth)
/4)A
Signature of Director Signature of Director / E1pe
eerctncy
Wi?c_4’ Chin Nan SOfj’

Name of Director (print) Name of Director I emc’
Seeretay (print)
Sg,i,twu Pago to SARCA Cvnfrtvthon of Guonjr,aos and Securny tM&emil Sibsafiorcs)

257
S-6
INNOVA GLOBAL LLC
By:
Name: Jon Spencer
Title: Manager
INNOVA GLOBAL INC.
By:
Name: Jon Spencer
BRADEN MANUFACTURING, L.LC.
By:
Name: Derrek Wong

258
S-6
INNOVA GLOBAL LLC
By:
Nnencer
Title: Manager
INNOVA GLOBAL INC.
By:
Nencer
By:
Name: Derrek Wong

259
S-7
By :D.R.Wong
Title : managing director A B
GLOBAL POWER NETHERLANDS B.V.
By :D.R.Wong By
Title managing director A Title B
(
GLOBAL POWER PROFESSIONAL SERVICES NETHERLANDS B.V1
By DR. Wong By .M.Nix

Title managing director A Title anaging director B
BRADEN-EUIOPE B.V.
1-
By L.H.M. Nix

260
S-7
By : D.R. Won By : L.I-1.M. Nix

Title : managing director A Title: : managing director B
GLOBAL POWER NETHERLANDS BY.
By :D.R.Wop By :L.H.M. Nix

Title : managir director A Title : managing director B
GLOBAL POWER PROFESSIONAL SERVICES NETHERLANDS B.V.
By :LJ-t.M. Nix
director A Title : managing director B
BRADEN-EUROPE BY.
By : L.H.M. Nix
Sig,?aturo Page to SARCA Confirmation of Guarantees and Security (Material Subsidiaries)

261
S-8
By:
N/ncer
Title: Director
By:
N’encer
Title: Director

262
S-9
TRIEMISSIONS HOLDINGS LIMITED

TRIEMISSIONS HOLDINGS (GP) LTD.
By:
N(,JSpencer
Title: Secretary
TRIEMISSIONS HOLDINGS (US) LIMITED

PARTNERSHIP, by its general partner
TRIEMISSIONS HOLDING US (GP) LTD.
By:
Ner
Title: Secretary

263
S -10
Acknowledged and Agreed to by: ATB FINANCIAL, as Agent
By:
EZ
Name: AntuaneAzpur
Director, Loan Syndicatione
TB Financial, CF
Title:
By:
Name:
//€4 Carotyn Mawt4
Manager, Syn&atons
ATB Coiporate Fina,rcral Seivkres
Title:

264
SCHEDULE “A”
1. Loan Party Guarantee dated as of January 1, 2016 granted by Innova Global Operating
Ltd., formerly, AEM Emissions Management Operating Ltd. (“IGOL”), 1938247 Alberta
Ltd. (“193 AB”), Innova Global Limited Partnership, formerly, AEM Emissions
Management Limited Partnership, (“IGLP”), Innova Global Inc., formerly, AEM
Emissions Management Inc., formerly, ATCO Emissions Management Inc. (“IGI”),
Innova Global LLC, formerly, AEM Noise Management LLC, formerly, ATCO Noise
Management LLC (“IGL (US)”), Shelf Company No. 79, S. de R.L. de C.V. (“Shelf Co.
79”) and Shelf Company No. 82, S. de R.L. de C.V. (“Shelf Co. 82”), as supplemented a
guarantor supplement dated September 27, 2017 granted by Innova Global Australia Pty
Limited, a guarantor supplement dated September 27, 2017 granted by Innova Global
Limited (“Innova UK”), a guarantor supplement dated October 11, 2017 granted by
Innova Global Holdings Limited Partnership and a guarantor supplement dated
December 13, 2017 granted by Innova Global Europe B.V., Global Power Netherlands
B.V., Global Power Professional Services Netherlands B.V., Braden-Europe B.V. and
Braden Manufacturing, L.L.C.; and
2. Limited Recourse Guarantee dated as of January 1, 2016 granted by TriEmissions

Holdings Limited Partnership (“THLP”) and TriEmissions Holdings (US) Limited
Partnership (“THLP US”).
174791/480397
MT DOCS 18404022v9
265
SCHEDULE “B”
1. General Security Agreement dated as of January 1, 2016 granted by Innova Global Ltd.,
formerly, AEM Emissions Management Ltd. (“IGL”), IGOL, 193 AB and IGLP;
2. General Security Agreement dated as of October 11, 2017 granted by Innova Global
Holdings Limited Partnership (‘lnnova Holdings LP”);
3. Pledge Agreement dated as of January 1, 2016 among IGL and ATB Financial, formerly
Alberta Treasury Branches, as administrative agent (the “Agent”);
4. Pledge Agreement dated as of January 1, 2016 among THLP, THLP US and the Agent;
5. Pledge Agreement dated as of January 1, 2016 among 193 AB and the Agent;
6. Pledge Agreement dated as of January 1, 2016 among IGLP and the Agent;
7. Pledge Agreement dated as of January 1, 2016 among IGOL and the Agent;
8. Pledge Agreement dated as of October 11, 2017 among lnnova Holdings LP and the
Agent;
9. Subordination and Postponement Agreement dated as of October 11, 2017 among

Export Development Canada, IGL, Innova Holdings LP, THLP, THLP US, and the Agent;
10. Collateral Assignment of Material Agreements dated as of January 1, 2016 granted by

IGL, IGOL, 193 AB and IGLP;
11. Deposit Account Control Agreement dated as of January 25, 2016 among IGL, IGI, IGL
(US), the Agent and The Bank of Nova Scotia; and
12. Foreign Currency Account Deposit Account Control Agreement dated as of September
27, 2017 among Innova UK, the Agent and The Bank of Nova Scotia.
174791/480397
MT DOCS 18404022v9
266
EXHIBIT I
SCHEDULE A

Outotec ATCO Emissions Management Inc & 1/4/2016
Purchase Order 4500233730 Outotec USA Inc.
(Waste Heat Recovery Unit)
Black & Veatch ATCO Emissions Management Inc & 8/26/2015
Subcontract 184704.72.0912 Black & Veatch Corp.
Rev 0 (Boiler Feed Water
Buildings)
Purchase Order PES131003
(Catalyst Systems)
Purchase Order PESI3IOO3
(Catalyst Systems)
Industrial Turbine Company- Innova Global Limited (UK) & Industrial 10/14/2016
Siemens Centrica Turbine Company
(SCR)
Black & Veatch In nova Global Inc. and Black & Veatch 1 1/3/2016
(Metal Roof and Wall Panel)
PSEG Sewaren Innova Global Inc & PSEG Fossil LLC 4/7/2016
Subcontract MA00004086
(Power House & Aux Buildings)
(Administration Building)
(Turbine Hall & Control
Buildings)
Gemma ATCO Emissions Management Inc & 4/7/2016
Purchase Order 6311528.38 Gemma Power Systems LLC
(Acoustic Walls & Compressor
Buildings)
GE Ocotillo Innova Global Inc. & GE Distributed Power 2/3/2017
AECOM Riverside (Building Innova Global Inc. & AECOM 5/26/2017
Systems)
(Exhaust Stack Retrofit)
Kiewit Power Constructors Innova Global Inc. & Kiewit Power 09/19/2016
Purchase Order 102851 Constructors
(Compressor Station)
174791/480397
MT DOCS 18404022v9
267
EX1 - 2

(Exhaust Stack Silencer)
GE Carlsbad Innova Global Inc. & GE Distributed Power 7/15/2015
IHI Kiewit ATCO Emissions Management LLC and 11/01/2015
Contract B14015 IHI Kiewit
(Liguifaction Plant Facilities)
ELC-CC-59-0003 Rev2
(Filter House and Inlet Duct)
Black & Veatch Innova Global Inc. and Black & Veatch 9/27/2017
Rev. 0 (Chemical Building)
Topo Air Inlet Filter House &
Inlet Duct
Noreste Filter House and Inlet
Siemens Germany Braden Europe BV and Siemens 11/15/2017

Air Intake System Punjab
Sundt (New Indy) Container Innova Global Inc and Sundt (New Indy) 03/05/2018
Board 411513162 (Mirrored Container Board
Heat Recovery Steam
Generators)
GE Power (FCA Fabrication lnnova Global Inc and GE Power 04/06/2018
Facility)
CB&I Duke Ashville Cladding
- Innova Global Inc and CB&l North 05/03/2018
and Roofing Carolina Inc
174791/480397
MT DOCS 18404022v9
268
EXHIBIT 2
SCHEDULE A
Freehold
NIL
Leasehold

Calgary Office Lease Stantec Consulting July 01, 2016 Suite 222, 4000 4th
—
Ltd. St SE., Calgary,

Alberta
Cambridge, Ontario Hughson Business June 16, 2016 73 Water Street,

Office Lease Space Suite 300,
Cambridge, Ontario
Clifton Park, New Plank Road Centre, September 01, 2013 Suite 200, 636 Plank
York Office Lease. LLC and ATCO Road, Clifton Park,
Emissions New York 12065.
Management
Amended on June
Agreement assigned 23, 2015
to Atrium Properties
. as landlord upon
renewal
Plymouth, Minnesota St. Paul Fire and June 01, 2012 Suite 250 on the
Office Lease. Marine Insurance second floor of
Company and ATCO Amended on August Plymouth Woods
Emissions 4, 2015 Office Center at
Management, Inc. 3300 Fernbrook
Lane North,
Plymouth, Minnesota
55441.
Houston, Texas DF Group, LLC and July 01, 2013 Suite A, SP
Office Lease. ATCO Emissions Professional Park,
Management, Inc. 464 Park Grove,
Katy, Harris, Texas
77450.
Tulsa, Oklahoma Beta Enterprises, March 01, 2017 Suite 700, 4867 S.
Office Lease. Inc.. Sheridan, Tulsa,
Oklahoma 74145.
Fountain Plaza
174791/480397
MT DOCS 18404022v9
269
EX2 2
-

Shelf 79 Mexico Steel TKK July 29, 2014 Plot number 220 of
Plant 2 Lease International S de Carretera Huinala
R.L. de C.V. and KMI Col. eI Migro in
Shelf Company No. the municipality of
79, S de R.L. de CV. Apodaca, N.L.
Office Lease— 1101 WDS Land, LLC. June 01, 2017 1101 West Mineral
West Mineral Avenue Suite 107,
Avenue, Littleton, Littleton, CO 80120.
CO
Commercial Real Summer Resources, September 01, 2016 5199 N. Mingo Road
Estate Lease LLC, 38th Street Tulsa, OK 74117
Investment
Corporation, Admiral
Investments, L.L.C.
and Braden
Investors, LLC, as
lessor, and Braden
Manufacturing,
L.L.C., as lessee
Lease for Office Twinport October 01, 2016 Nieuw Eyckholt
Space and other Technohouse By, as 290H, 6419 DJ
Business Premises lessor, and Braden- Heerlen
subject to Article Europe By, as
7:230a of the Dutch lessee
Civil Code
Lease Agreement GP East LLC, as December 22, 2016 17 St. Mark Street
lessor, and Braden Auburn, MA
Manufacturing,
L.L.C., as lessee
St. George Steel F.W. Jones and March 01, 2017 1400 East Highlands
Land Lease for Associates, Inc. Drive
storage St. George, UT
St. George Steel Scholzen Investment April 01, 2017 1301 East 700 North,
Office and Company St. George, UT
Manufacturing Plant 84770
Pennsylvania Office Forty-Two Company, October 01, 2015 Suite 221,

LLC Building 200
2581 Washington
Road
Pittsburg, PA 15241
174791/480397
MT DOCS 18404022v9
270
EX2 3
-

Project 10831 Barrington IV February 15, 2018 Units 204, 214, 301,
Accommodations Apartments, LLC dba 304
22 Slate Apts 5614 Black Onyx
Drive, Madison, WI
53718
Project 10839 & ASN Long Beach, October 31, 2017 C223
10840 LLC 333 First Street
Accommodations Manger: AvalonBay Seal Beach, CA
Communities for 90740
eaves Seal Beach
Project 10886 Flournoy Properties July 10, 2018 Unit 301,
Accommodations Aventine Ashville 5000 Aventine Drive
Arden, NC 28704
Project 10888 Susan Shanks August 04, 2018 5 Discovery Wharf,

Accommodations - Managed by: CMW Sutton Harbour
UK Property Services The Barbican
Ltd, trading as Martin Plymouth, PL4 ORB
& Co Plymouth
Project 10860 Randy Cox January 01, 2018 104 Sadie Lane,
Accommodations Agent: Preferred Rockingham, NC
Rentals of Richmond 28379
County
Calgary Condo Wayne Whitlock February 01, 2018 Suite 3202

j1th
Lease for CEO —
Avenue
SE
Calgary, AB
Mexico Aceros Unidos Ill SA April01, 2018 Blvd. Jullan Treviño

Manufacturing Plant DE CV Elizondo #220
and Office Elilagro, 66634,
Apodaca, Nuevo
Leon, Mexico
174791/480397
MT DOCS 18404022v9
271
EXHIBIT 3
SCHEDULE A
LIST OF STOCK
List of Stock

Innova Global Class A 14,861,317 76.89% A-2, A-4

Limited
Partnership
Innova Global Class B 13,107 66.48% B-2

Limited
Partnership

Securities Securities Securities N umber
Innova Global Common Shares 2,508,964.64 100% C-3, C-7, C-8

Ltd.
Pledged Notes
2018 in the amount of Cdn.$2,914,800 issued by Innova Global Limited Partnership in
2018 in the amount of US$23,526,600 issued by Innova Global Limited Partnership in
2018 in the amount of US$2,498,400 issued by lnnova Global Limited Partnership in
4. Unsecured Subordinated Promissory Note dated October 19, 2018 in the amount of
Cdn.$3,581,040 issued by Innova Global Limited Partnership in favour of TriEmissions
Holdings Limited Partnership.
174791/480397
MT DOCS 18404022v9
272
EX3 2
-
1. Subordinated Promissory Note dated December 30, 2015 in the amount of

C$1 ,377,700.68 issued by AEM Emissions Management Ltd. (now Innova Global Ltd.) in
favour of TriEmissions Holdings (US) Limited Partnership.
2. Subordinated Promissory Note dated October 11, 2017 in the amount of US$1,181,686
issued by Innova Global Ltd. in favour of TriEmissions Holdings (US) Limited
Partnership.
3. Second Amended and Restated Subordinated Promissory Note dated October 19, 2018
in the amount of US$3,076,480 issued by Innova Global Ltd. in favour of TriEmissions
Holdings (US) Limited Partnership.
2018 in the amount of C$585,200 issued by Innova Global Limited Partnership in favour
of TriEmissions Holdings (US) Limited Partnership.
174791/480397
MT DOCS 18404022v9

Innovaglobal-004 040119

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COURT FILE NUMBER ioi Cf9

COURT QUEEN’S BENCH OF ALBERTA APR 0 1 2019

DEFENDANT INNOVA GLOBAL LTD., INNOVA GLOBAL OPERATING LTD.,

ADDRESS FOR SERVICE McCARTHY TETRAULT LLP

COURT QUEEN’S BENCH OF ALBERTA

JUDICIAL CENTRE CALGARY

PLAINTIFF ATB FINANCIAL, AS AGENT

DEFENDANT INNOVA GLOBAL LTD., INNOVA GLOBAL OPERATING LTD.,

ADDRESS FOR SERVICE McCARTHY TÉTRAULT LLP

AFFIDAVIT OF ALEX CORBETT

I, ALEX CORBETT, of the City of CALGARY, in the Province of ALBERTA, SWEAR

Summary of Relief Sought

The Loan Parties

(b) Environmental Services (“ES”): provides environmental solutions to meet air

The Event of Default and the Director Resignation

The Canadian Loan Parties

9. The Canadian Loan Parties consist of the following entities:

(d) 1938247 Alberta Ltd. (“193 Alberta”), is a corporation incorporated pursuant to

Exhibit “H” to this my affidavit, is a copy of the Alberta Corporate Registry

The Credit Agreement

(a) a non-revolving Term Facility in the initial amount of US$13,069,841.69;

(b) a revolving WIP Facility in the initial amount of Cdn.$5,000,000;

(c) a revolving Operating Facility in the amount of Cdn.$37,500,000;

(e) a revolving LC Facility, in an initial amount of US$15,000,000,

(collectively, the “Facilities”).

12. The Facilities are all term facilities.

15. The Loan Parties guaranteed the Indebtedness pursuant to:

(c) Amended, Restated and Consolidated Limited Recourse Guarantee dated as of

(each as otherwise amended, restated, supplemented or otherwise modified and as

16. All Guarantees are governed by Alberta law.

The Canadian Security

(a) General Security Agreement dated as of January 1, 2016 executed by Innova

(collectively, the “Canadian General Security Agreements”). Attached hereto and

(b) Pledge Agreement dated as of January 1, 2016 executed by 1938247 Alberta

(c) Pledge Agreement dated as of January 1, 2016 executed by Innova Global

(d) Pledge Agreement dated as of January 1, 2016 executed by Innova Global

(e) Collateral Assignment of Material Agreements dated as of January 1, 2016

(collectively, the “Additional Canadian Security Agreements”, the Additional Canadian

Foreign Security Agreements

(collectively, the “Foreign General Security Agreements”). Now shown to me and

(a) U.S. Loan Parties Collateral Assignment of Material Agreements dated as of

(c) Foreign Currency Account Deposit Account Control Agreement dated as of

(i) Amended, Restated and Consolidated Pledge Agreement dated as of

(collectively, the “Additional Foreign Security Agreements”, the Foreign General

(a) financing statements, in the personal property registries of Alberta in respect of

(c) financing statements, in the personal property registries of British Columbia in

(d) financing statements, in the personal property registries of Saskatchewan in

(e) financing statements, in the personal property registries of Ontario in respect of

Necessity of the Appointment of a Receiver

SWORN BEFORE ME at the City of )

A COMMISSIONER FOR-IATHS ) ALEX CORBETT

This is Exhibit “A” referred to in the Affidavit of

sworn before me this 31st day of March, 2019.

A Commissioner for Oaths in and for the Province of Alberta

FIRST AMENDING AGREEMENT

This First Amending Agreement is made effective as of February 28, 2019

INNOVA GLOBAL LTD., a corporation duly amalgamated under the

ATB FINANCIAL AND EACH OF THE OTHER FINANCIAL

ATB FINANCIAL, in its capacity as Agent