Form 8-K

8-K — XCF Global, Inc.

Accession: 0001493152-26-016438

Filed: 2026-04-14

Period: 2026-04-13

CIK: 0002019793

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-2.1 (ex2-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0002019793

2026-04-13

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 13, 2026

XCF

GLOBAL, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42687

33-4582264

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

2500

CityWest Blvd. Suite 150-138

Houston,

Texas

(Address

of principal executive offices)

77042

(Zip

Code)

(346)

630-4724

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under

any of the following provisions:

☒

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock

SAFX

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

Transactions

previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2026, XCF Global,

Inc., a Delaware corporation (the “Company”), entered into a transaction term sheet, dated January 26, 2026, with DevvStream

Corp., an Alberta corporation (“DevvStream”), and Southern Energy Renewables Inc., a Louisiana corporation (“Southern”),

setting forth the principal terms and conditions of a proposed business combination.

Following

the execution of the term sheet, on April 13, 2026, the Company entered into a definitive

Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “BCA” and the

transactions contemplated thereby, collectively, the “Transactions”), by and among the Company, DevvStream, Southern, DevvStream

Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company (“DevvStream Merger Sub”),

and Southern Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company (“Southern Merger

Sub”). The terms of the Transactions, which contain customary representations and warranties, covenants and closing conditions,

are summarized below. The Transactions remain subject to customary closing conditions as well as the other terms, closing conditions

and termination events (including failure to timely receive the DevvStream Fairness Opinion and the Company Fairness Opinion) set forth

in the BCA. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them

in the BCA.

Structure

of the Transactions

The

Transactions are structured as follows:

(a) prior

to the Effective Time of the Mergers, DevvStream will migrate to and domesticate as a Delaware

corporation (the “Domestication”);

(b) at

the Effective Time, Southern Merger Sub will merge with and into Southern with Southern surviving

the merger as a wholly-owned subsidiary of the Company (the “Southern Merger”),

pursuant to which existing equity in Southern will be exchanged for an aggregate number of

Company Common Shares equal to the Southern Consideration Shares; and

(a) at

the Effective Time, DevvStream Merger Sub will merge with and into DevvStream with DevvStream

surviving the merger as a wholly-owned subsidiary of the Company (the “DevvStream Merger”

and, together with the Southern Merger, the “Mergers”), pursuant to which each

DevvStream share issued and outstanding immediately prior to the Effective Time (and following

the Domestication) will be automatically cancelled and extinguished and converted into the

right to receive a number of Company Common Shares equal to the DevvStream Per Share Consideration.

Treatment

of DevvStream Equity Awards

Pursuant

to the BCA, outstanding DevvStream Warrants, DevvStream Options, DevvStream RSUs, and DevvStream Convertible Notes will be assumed by

the Company and automatically converted into equivalent rights exercisable for or convertible into Company Common Shares, with the number

of shares and exercise or conversion prices adjusted based on the DevvStream Per Share Consideration.

Proxy

Statement and Stockholder Meeting

promptly as practicable after the execution of the BCA, the Company will prepare and file with the SEC a registration statement on Form

S-4 (or other appropriate form) in connection with the registration under the Securities Act of the Company Common Shares to be issued

in the Mergers (the “Registration Statement”), which will also contain the proxy statement of the Company and a circular

for DevvStream. The Company and DevvStream will convene special meetings of their respective shareholders to consider the Transactions.

Representations,

Warranties and Covenants

The

BCA contains customary representations and warranties of the Company, DevvStream, Southern, and the Merger Subs relating to, among other

things, their ability and authority to enter into the BCA and their capitalization and operations. The parties have also agreed to customary

covenants including, without limitation, the operation of their respective businesses during the interim period prior to Closing, requirements

regarding alternative transaction proposals, and cooperation in preparing the Registration Statement and obtaining necessary regulatory

approvals.

Conditions

to Closing

General

Conditions

The

obligation of the parties to consummate the Mergers is conditioned on, among other things, the satisfaction or waiver of the following

mutual conditions: (a) the stockholders of the Company have authorized and adopted the Company Resolutions; (b) the shareholders of DevvStream

have passed the DevvStream Resolutions; (c) the absence of any Law or Order that makes the Mergers or the Domestication illegal or otherwise

prohibits or enjoins the parties from consummating the same; (d) the parties have received the requisite regulatory approvals; (e) the

receipt of applicable stock exchange listing approvals; (f) the Registration Statement shall have been declared effective by the SEC

and no stop order shall be in effect; (g) the actions required to establish the post-closing board of directors and executive officers

have been taken; (h) the Domestication shall have been completed; and (i) if legally available, dissent rights have not been exercised

with respect to more than 3% of the issued and outstanding Company Common Stock or DevvStream Shares. The approval of the Southern Shareholders

is not a condition to consummate the Mergers because the Southern Shareholders authorized and approved the Mergers prior to Southern

executing the BCA.

Company

Conditions to Closing

The

obligations of the Company to consummate the Mergers are further conditioned on, among other things, the satisfaction or waiver by the

Company of the following conditions: (a) the accuracy of the representations and warranties of Southern and DevvStream contained in the

BCA (generally subject to certain customary materiality and Material Adverse Effect qualifiers); (b) the performance by Southern and

DevvStream of their respective agreements and covenants, in all material respects, between signing and closing; (c) the absence of a

Southern Material Adverse Effect or a DevvStream Material Adverse Effect; (d) Southern shall have caused the Plant Conversion Funding

to have occurred; (e) Southern shall have been approved by the State of Louisiana to issue bonds in an aggregate principal amount of

at least $400,000,000, with related public announcements having occurred, and completed an engagement with an investment bank to sell

the bond offering; (f) the aggregate amount of Southern’s unrestricted cash and cash equivalents plus all Plant Conversion Funding

funded to the Company prior to the Effective Time shall equal at least $10,000,000; (g) EEME Energy SPV I LLC shall have beneficial ownership

of at least a majority of the outstanding Southern Shares; (h) Southern shall have entered into the SAF Offtake Agreement and one or

more European Offtake Agreements; and (i) delivery to the Company of customary officer certificates and FIRPTA tax certificates from

Southern and DevvStream.

Southern

Conditions to Closing

The

obligations of Southern to consummate the Mergers are further conditioned on, among other things, the satisfaction or waiver by Southern

of the following conditions: (a) the accuracy of the representations and warranties of the Company, the Merger Subs, and DevvStream contained

in the BCA (generally subject to certain customary materiality and Material Adverse Effect qualifiers); (b) the performance by the Company,

the Merger Subs, and DevvStream of their respective agreements and covenants, in all material respects, between signing and closing;

(c) the absence of a Company Material Adverse Effect, Merger Sub Material Adverse Effect, or DevvStream Material Adverse Effect; (d)

the Company shall have entered into the SAF Offtake Agreement and made a public announcement regarding its execution; and (e) delivery

to Southern of customary officer certificates from the Company, the Merger Subs, and DevvStream.

DevvStream

Conditions to Closing

The

obligations of DevvStream to consummate the Mergers are further conditioned on, among other things, the satisfaction or waiver by DevvStream

of the following conditions: (a) the accuracy of the representations and warranties of the Company, the Merger Subs, and Southern contained

in the BCA (generally subject to certain customary materiality and Material Adverse Effect qualifiers); (b) the performance by the Company,

the Merger Subs, and Southern of their respective agreements and covenants, in all material respects, between signing and closing; (c)

the absence of a Company Material Adverse Effect, Merger Sub Material Adverse Effect, or Southern Material Adverse Effect; (d) Southern

shall have caused the Plant Conversion Funding to have occurred; (e) Southern shall have been approved by the State of Louisiana to issue

bonds in an aggregate principal amount of at least $400,000,000, with related public announcements having occurred, and completed an

engagement with an investment bank to sell the bond offering; (f) the Company and Southern shall have entered into the SAF Offtake Agreement;

(g) Southern shall have entered into one or more European Offtake Agreements; (h) the gross revenue of the Company for its blended fuel

product shall exceed $1,000,000,000 on an annualized, go-forward basis by June 30, 2026, and annualized EBITDA shall equal at least $100,000,000;

(i) the aggregate amount of Southern’s unrestricted cash and cash equivalents plus certain previously funded cash shall equal at

least $10,000,000; (j) EEME Energy SPV I LLC shall have beneficial ownership of at least a majority of the outstanding Southern Shares;

and (k) delivery to DevvStream of customary officer certificates from the Company, the Merger Subs, and Southern.

There

can be no assurances that the closing conditions will be achieved or waived.

Termination

Generally

The

BCA contains certain termination rights, including, among others:

● termination

by mutual written consent of Southern, DevvStream, and the Company;

● termination

by any of Southern, DevvStream, or the Company if: (a) the requisite Company Shareholders

fail to approve the Company Resolutions; (b) the requisite DevvStream Shareholders fail to

pass the DevvStream Resolutions; (c) Laws or Orders prohibit or enjoin the consummation of

the Transactions that have become final and non-appealable; or (d) the Effective Time does

not occur on or prior to the ten (10) month anniversary of the date of the BCA (the “Outside

Date”), subject to a one-time thirty (30)-day extension upon mutual written agreement;

● termination

by the Company if: (a) Southern or DevvStream has an uncured material breach; (b) prior to

the approval by the Company Shareholders of the Mergers, the Company enters into a written

agreement with respect to a Superior Proposal; (c) the DevvStream Board changes its recommendation

in certain circumstances; (d) there has been a Southern Material Adverse Effect or DevvStream

Material Adverse Effect that is not or cannot be cured; or (e) the Company Board and Special

Committee do not receive the Company Fairness Opinion within twenty (20) Business Days of

the date of the BCA (provided the right is exercised within two Business Days after such

period ends);

● termination

by Southern if: (a) the Company, DevvStream, or the Merger Subs have an uncured material

breach; (b) the Company Board changes its recommendation in certain circumstances; or (c)

the DevvStream Board changes its recommendation in certain circumstances; and

● termination

by DevvStream if: (a) the Company, Southern, or the Merger Subs have an uncured material

breach; (b) prior to the approval by the DevvStream Shareholders of the Mergers, DevvStream

enters into a written agreement with respect to a Superior Proposal; (c) the Company Board

changes its recommendation in certain circumstances; (d) there has been a Company Material

Adverse Effect or Southern Material Adverse Effect that is not or cannot be cured; or (e)

the DevvStream Board and Special Committee do not receive the DevvStream Fairness Opinion

within twenty (20) Business Days of the date of the BCA (provided the right is exercised

within two Business Days after such period ends).

Termination

Fees

DevvStream

will owe a termination fee of $510,000 to the Company if (a) the Company or Southern terminates the BCA due to DevvStream changing its

board recommendation, (b) DevvStream terminates the BCA to enter into a Superior Proposal, or (c) within 12 months after termination

of the BCA for certain reasons (such as a breach by DevvStream, failure to obtain DevvStream Shareholder Approval, or reaching the Outside

Date), DevvStream consummates or enters into a definitive agreement for an Acquisition Proposal that was made known prior to termination.

The

Company will owe a termination fee of $510,000 to DevvStream and $1,190,000 to Southern if (a) DevvStream or Southern terminates the

BCA due to the Company changing its board recommendation, (b) the Company terminates the BCA to enter into a Superior Proposal, or (c)

within 12 months after termination of the BCA for certain reasons (such as a breach by the Company, failure to obtain Company Shareholder

Approval, or reaching the Outside Date), the Company consummates or enters into a definitive agreement for an Acquisition Proposal that

was made known prior to termination.

The

Parties acknowledge that no termination fee shall be owed if either of DevvStream or the Company validly terminate the BCA due to the

failure to the DevvStream Fairness Opinion or the Company Fairness Opinion, respectively, as provided in the BCA.

Fees

and Expenses

Except

as expressly provided in the BCA, each Party will bear its own expenses incurred in connection with the Transactions, whether or not

the Transactions are consummated. However, if the BCA is terminated because the requisite DevvStream Shareholder Approval is not obtained,

DevvStream is required to reimburse the Company for reasonable, documented expenses up to $170,000. Conversely, if the BCA is terminated

because the requisite Company Shareholder Approval is not obtained, the Company is required to reimburse DevvStream for reasonable, documented

expenses up to $170,000 and reimburse Southern for reasonable, documented expenses up to $397,000. Transfer Taxes incurred in connection

with the Transactions will be paid equally by the Parties.

Support

& Lock-Up Agreements

connection with signing the BCA, (i) the Company, Southern, DevvStream, and the Company Core Securityholders entered into a Company Support

& Lock-Up Agreement, (ii) the Company, Southern, DevvStream, and the DevvStream Core Securityholders entered into a DevvStream Support

& Lock-Up Agreement, and (iii) the Company, Southern, DevvStream, and the Southern Securityholders entered into a Southern Support

& Lock-Up Agreement (collectively, the “Support & Lock-Up Agreements”), each dated April 13, 2026.

Pursuant

to the Support & Lock-Up Agreements, the respective securityholders agreed to vote any covered shares held by them in favor of the

Transactions and against any competing alternative transactions. Because the Company Core Securityholders and DevvStream Core Securityholders

hold a sufficient number of voting shares to approve the Transactions on behalf of the Company and DevvStream, respectively, the requisite

shareholder approvals for the Company and DevvStream are ensured, provided that such securityholders comply with their voting obligations

under the Support & Lock-Up Agreements. Additionally, the securityholders agreed to certain transfer and lock-up restrictions, subject

to customary exceptions for permitted transfers.

Asset

Spin

Pursuant

to the BCA, the Parties have agreed to use their commercially reasonable efforts to, if mutually desirable, agree on a reasonable structure

to spin-out or sell a newly formed, publicly listed holding company shell of DevvStream immediately following the Effective Time on commercially

reasonable terms so long as such transaction does not (i) result in any adverse economic, tax, or legal consequences to the Company or

Southern, or (ii) cause any material delay in the consummation of the Transactions.

Item

7.01 Regulation FD Disclosure.

April 14, 2026,

the Company issued a press release announcing the execution of the BCA. The press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K.

Additional

Information and Where to Find It

connection with the proposed transaction, among the Company, DevvStream, and Southern, the Company will prepare and file relevant materials

with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that will contain

preliminary proxy statements of the Company and Devvstream that also constitutes a prospectus (the “Proxy Statements/Prospectus”).

A proxy statement is expected to be mailed to stockholders of the Company and Devvstream as of the record date to be established for

voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. The Company,

DevvStream, and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed

transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document

that the Company, DevvStream, and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection

with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY OR DEVVSTREAM

ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS

THAT ARE FILED OR WILL BE FILED BY THE COMPANY WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS

OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN

OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The Company’s investors and security

holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing

important information about the Company, DevvStream, Southern, and other parties to the proposed transaction, without charge through

the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) the Company will be available free

of charge under the tab “Financials” on the “Investor Relations” page of the Company’s website page of

the Company’s website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting the Company’s Investor

Relations Department at media@xcf.global and (ii) DevvStream will be available free of charge under the tab “Financials”

on the “Investor Relations” page of DevvStream’s website at www.devvstream.com/investors/or by contacting DevvStream’s

Investor Relations Department at ir@devvstream.com.

Participants

in the Solicitation

The

Company, DevvStream, Southern, EEME and their respective directors and certain of their respective executive officers and employees may

be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction.

Information regarding the directors and executive officers of (i) the Company is contained in the Company’s Current Report on Form

8-K/A, filed with the SEC on October 31, 2025, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC

on March 31, 2026, and in other documents subsequently filed with the SEC and (ii) Devvstream is contained in DevvStream’s proxy

statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025. Additional information regarding the

participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will

be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents

can be obtained free of charge from the sources indicated above.

Offer or Solicitation

This

Current Report on Form 8-K is for informational purposes only and is not intended to and does not constitute an offer to sell or the

solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation

or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the

requirements of Section 10 of the Securities Act of 1933, as amended.

Cautionary

Note Regarding Forward-Looking Statements

This

Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act

of 1933 and Section 21E of the Exchange Act that involve substantial risks and uncertainties, including statements regarding the proposed

transactions contemplated by the business combination agreement, the anticipated structure, timing and conditions of the proposed transaction,

the anticipated completion of the plant conversion, the achievement of specified financial and operational milestones (including annualized

blended fuel product revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million), the anticipated issuance of state-supported

bonds by Southern, the valuation the parties are aiming to achieve. All statements, other than statements of historical facts, are forward-looking

statements, including: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties

to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; legal,

economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances

and results and other statements that are not historical facts and are sometimes identified by the words “aim,” “may,”

“will,” “should,” “potential,” “intend,” “expect,” “endeavor,”

“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,”

“plan,” “could,” “would,” “project,” “predict,” “continue,” “target,”

or the negatives of these words or other similar terms or expressions that concern the Company’s, DevvStream’s, or Southern’s

expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations,

and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize,

or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking

statements. We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may

differ materially from any plans, estimates, or expectations in such forward-looking statements.

Forward-looking

statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties

that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important

factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic

and foreign business, market, financial, political, regulatory and legal conditions; (2) the risk that the plant conversion is delayed,

not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that the Company

is unable to achieve the specified annualized revenue and EBITDA thresholds, which depend in significant part on the Company’s

business performance, operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern does not

receive authorization to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued

at all; (5) the risk that the Company is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards,

including regaining compliance with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained

within applicable cure periods; (6) the inability to satisfy or waive the closing conditions contemplated by the business combination

agreement; (7) the occurrence of events, changes or other circumstances that could give rise to the termination of the business combination

agreement, or that could result in disputes or litigation relating to the interpretation, enforceability or performance of the business

combination agreement; (8) the outcome of any legal proceedings that may be instituted against the Company, DevvStream, Southern, EEME

or their respective affiliates, which could be costly, time-consuming, divert management attention and adversely affect liquidity or

financial condition; (9) uncertainty with respect to the scope, timing or completion of due diligence by any party and each party’s

satisfaction therewith; (10) uncertainty regarding valuations, capital structure, financing arrangements, equity ownership, or the allocation

of economic interests contemplated by the business combination agreement, including the risk that, in the event the proposed transaction

closes, the parties may never achieve their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement

only represents an objective that the parties intend to achieve on a future date and such objective has not in the past and may never

in the future be achieved); (11) changes to the structure, timing or terms of any proposed transaction that may be required or deemed

appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange requirements or regulatory guidance;

(12) the risk that required regulatory, governmental, stock exchange or shareholder approvals are not obtained, are delayed or are subject

to conditions that could adversely affect the parties or the expected benefits of any contemplated transaction; (13) the risk that the

announcement of the business combination agreement or the pursuit of the contemplated transactions disrupts current plans, operations

or relationships of the Company , Devvstream or Southern; (14) the risk that anticipated benefits of any contemplated transaction are

not realized due to competition, execution challenges, market conditions, or the inability to grow and manage operations profitably;

(15) costs, expenses and management distraction associated with the potential litigation and any contemplated transactions; (16) changes

in applicable laws, regulations or enforcement priorities, including extensive regulation and compliance obligations applicable to the

parties’ businesses; and (17) other economic, business, competitive, operational or financial factors beyond management’s

control, including those set forth in (i) the Company’s filings with the SEC, including the final proxy statement/prospectus relating

to the Business Combination filed with the SEC on February 6, 2025, this Press Release and other filings the Company made or will make

with the SEC in the future and (ii) DevvStream’s Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November

6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available on DevvStream’s profile

at www.sedarplus.ca.

Although

the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction.

The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the

business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction

will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking

statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.

Any

forward-looking statements speak only as of the date of this Current report on Form 8-K. Neither the Company, DevvStream, Southern

or EEME undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future

events, or otherwise, except as required by law. Neither future distribution of this Current report on Form 8-K nor the continued

availability of this Current report on Form 8-K in archive form on DevvStream’s website at www.devvstream.com/investors/

or the Company’s website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these

statements as of any future date.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

2.1

Business

Combination Agreement, dated as of April 13, 2026, by and among the Company, DevvStream Corp., Southern Energy Renewables

Inc., DevvStream Merger Sub Inc., and Southern Merger Sub Inc.*

10.1

Form of Company Support & Lock-Up Agreement.

10.2

Form of DevvStream Support & Lock-Up Agreement.

10.3

Form of Southern Support & Lock-Up Agreement

99.1

Press Release, dated April 14, 2026.

104

Cover

page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

* Certain schedules,

annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules,

annexes and exhibits to the U.S. Securities and Exchange Commission upon request.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

April 14, 2026

XCF

GLOBAL, INC.

By:

/s/

Chris Cooper

Name:

Chris

Cooper

Title:

Chief

Executive Officer

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

Execution

Version

BUSINESS

COMBINATION AGREEMENT

and among

XCF

Global, Inc.

DevvStream

Corp.,

Southern

Energy Renewables Inc.,

DevvStream

Merger Sub Inc.

and

Southern

Merger Sub Inc.

Dated

as of April 13, 2026

TABLE OF CONTENTS

Page

Article

I CLOSING

1.1

Effective

Date and Closing.

1.2

Exchange

of Southern Securities

1.3

Exchange

of DevvStream Securities.

1.4

Issuance

of Company Common Shares

1.5

Fractional Company Common Shares

1.6

Withholding

Taxes

1.7

Announcement

and Shareholder Communications

Article

II DOMESTICATION; DEVVSTREAM MEETING.

2.1

Domestication

2.2

The

DevvStream Meeting

2.3

The

DevvStream Circular

Article

III THE MERGERS

3.1

Implementation

of the Mergers

3.2

Charter

Documents of the Surviving Corporations.

3.3

Directors

and Officers of Surviving Corporation

3.4

Registration

Statement.

3.5

The

Company Meeting; Proxy Statement

3.6

Intended

US Tax Treatment

Article

IV REPRESENTATIONS AND WARRANTIES OF SOUTHERN

4.1

Organization

and Standing

4.2

Authorization;

Binding Agreement

4.3

Governmental

Approvals

4.4

Non-Contravention

4.5

Capitalization

4.6

Subsidiaries

4.7

Financials

4.8

Absence

of Certain Changes

4.9

Compliance

with Laws

4.10

Southern

Permits

4.11

Carbon

Credits

4.12

Litigation

4.13

Material

Contracts

4.14

Intellectual

Property

4.15

Taxes

and Returns

4.16

Real

Property

4.17

Personal

Property

4.18

Title

to and Sufficiency of Assets

4.19

Employee

Matters

4.20

Benefit

Plans

TABLE OF CONTENTS (cont’d)

Page

4.21

Environmental

Matters

4.22

Person Transactions

4.23

Insurance

4.24

Books

and Records

4.25

Certain

Business Practices

4.26

Compliance

with Privacy Laws, Privacy Policies and Certain Contracts

4.27

Investment

Company Act

4.28

Finders

and Brokers

4.29

Independent

Investigation

4.30

Information

Supplied

Article

V REPRESENTATIONS AND WARRANTIES OF THE MERGER SUBS

5.1

Organization

and Standing

5.2

Authorization;

Binding Agreement

5.3

Governmental

Approvals

5.4

Non-Contravention

5.5

Capitalization

5.6

Merger

Sub Activities

5.7

Compliance

with Laws

5.8

Actions;

Orders

5.9

Transactions

with Related Parties

5.10

Finders

and Brokers

5.11

Investment

Company Act

5.12

Taxes

5.13

Independent

Investigation

Article

VI REPRESENTATIONS AND WARRANTIES OF DEVVSTREAM

6.1

Organization

and Standing

6.2

Authorization;

Binding Agreement

6.3

Governmental

Approvals

6.4

Non-Contravention

6.5

Capitalization

6.6

Subsidiaries

6.7

Financial

Statements

6.8

Absence

of Certain Changes

6.9

Securities

Laws

6.10

Compliance

with Laws and Carbon Standards

6.11

DevvStream

Permits and Registry Accounts

6.12

Carbon

Credits

6.13

Litigation

6.14

Material

Contracts

6.15

Intellectual

Property

6.16

Taxes

and Returns

6.17

Real

Property

TABLE OF CONTENTS (cont’d)

Page

6.18

Personal

Property

6.19

Title

to and Sufficiency of Assets

6.20

Employee

Matters

6.21

Benefit

Plans

6.22

Environmental

Matters

6.23

Person Transactions

6.24

Insurance

6.25

Books

and Records

6.26

Certain

Business Practices

6.27

Compliance

with Privacy Laws, Privacy Policies and Certain Contracts

6.28

Investment

Company Act

6.29

Finders

and Brokers

6.30

Independent

Investigation

6.31

Information

Supplied

6.32

DevvStream

SEC Documents

6.33

Collateral Benefit

6.34

Competition

Act

Article

VII REPRESENTATIONS AND WARRANTIES OF THE COMPANY

7.1

Organization

and Standing

7.2

Authorization;

Binding Agreement

7.3

Governmental

Approvals

7.4

Non-Contravention

7.5

Capitalization

7.6

Subsidiaries

7.7

Financial

Statements

7.8

Absence

of Certain Changes

7.9

Securities

Laws

7.10

Compliance

with Laws and Carbon Standards

7.11

Company

Permits and Registry Accounts

7.12

Carbon

Credits

7.13

Litigation

7.14

Material

Contracts

7.15

Intellectual

Property

7.16

Taxes

and Returns

7.17

Real

Property

7.18

Title

to and Sufficiency of Assets

7.19

Employee

Matters

7.20

Benefit

Plans

7.21

Environmental

Matters

7.22

Person Transactions

7.23

Insurance

7.24

Books

and Records

7.25

Certain

Business Practices

iii

TABLE OF CONTENTS (cont’d)

Page

7.26

Compliance

with Privacy Laws, Privacy Policies and Certain Contracts

7.27

Investment

Company Act

7.28

Finders

and Brokers

7.29

Independent

Investigation

7.30

Information

Supplied

7.31

Company

SEC Documents

Article

VIII COVENANTS

8.1

Access

and Information

8.2

Conduct

of Business of DevvStream and its Subsidiaries

8.3

Conduct

of Business of Southern

8.4

Conduct

of Business of Merger Subs.

8.5

Conduct

of Business of the Company and its Subsidiaries.

8.6

Covenants

Relating to the Transactions

8.7

Regulatory

Approvals

103

8.8

Solicitation

104

8.9

Trading

107

8.10

Notification

of Certain Matters

108

8.11

Tax

Matters

108

8.12

Securityholder

Litigation and Dissenter’s Rights

108

8.13

Confidential

Information

109

8.14

Post-Closing

Board of Directors and Executive Officers

109

8.15

Insurance

and Indemnification

110

8.16

Financial

Statements.

111

8.17

Pre-Closing

Reorganization

112

8.18

Plant

Conversion.

113

8.19

Asset

Spin..

114

8.20

SAF

Offtake Agreement

114

8.21

Non-SAF

Offtake Agreements

114

Article

IX NO SURVIVAL

114

9.1

Survival

114

Article

X CLOSING CONDITIONS

115

10.1

Conditions

to Each Party’s Obligations

115

10.2

Conditions

to Obligations of the Company

116

10.3

Conditions

to Obligations of Southern

118

10.4

Conditions

to Obligations of DevvStream

120

10.5

Frustration

of Conditions

123

Article

XI TERMINATION AND EXPENSES

123

11.1

Termination

123

11.2

Effect

of Termination

127

11.3

Fees

and Expenses

129

TABLE OF CONTENTS (cont’d)

Page

Article

XII MISCELLANEOUS

130

12.1

Notices

130

12.2

Binding

Effect; Assignment

132

12.3

Third

Parties

132

12.4

Governing

Law; Jurisdiction

132

12.5

Waiver

of Jury Trial

132

12.6

Remedies;

Specific Performance

133

12.7

Severability

133

12.8

Amendment

and Waiver

133

12.9

Recourse

134

12.10

Entire

Agreement

134

12.11

Interpretation

135

12.12

Counterparts

136

12.13

Conflicts

and Privilege

136

12.14

Prior

Agreement

138

Article

XIII DEFINITIONS

138

13.1

Certain

Definitions

138

EXHIBITS

Exhibit

Company

Support & Lock-Up Agreement

Exhibit

DevvStream

Support and Lock-Up Agreement

Exhibit

Southern

Support & Lock-up Agreement

SCHEDULES

Schedule

Company

Core Securityholders & DevvStream Core Securityholders

BUSINESS

COMBINATION AGREEMENT

THIS

BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of April 13, 2026 (the “Signing

Date”) by and among:

XCF Global, Inc., a Delaware corporation (the “Company”);

DevvStream Corp., an Alberta corporation (“DevvStream”);

Southern Energy Renewables Inc., a Louisiana corporation (“Southern”);

Southern Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company (“Southern Merger

Sub”); and

DevvStream Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company (“DevvStream Merger

Sub”).

The

Company, DevvStream, Southern, Southern Merger Sub and DevvStream Merger Sub are sometimes referred to herein individually as a “Party”

and, collectively, as the “Parties.” Southern Merger Sub and DevvStream Merger Sub are sometimes referred to herein

individually as a “Merger Sub” and, collectively, as the “Merger Subs”. Capitalized terms used

and not otherwise defined herein have the meaning set forth in Article XIII.

RECITALS:

WHEREAS,

the Company is a holding company that, through its direct and indirect Subsidiaries, is engaged in the development of alternative energy

platforms;

WHEREAS,

the Parties intend to effect a business combination whereby the Company will acquire all of the issued and outstanding equity interests

of both Southern and DevvStream (following the Domestication), such that Southern and DevvStream will become wholly-owned Subsidiaries

of the Company;

WHEREAS,

prior to the Effective Time, DevvStream shall migrate to and domesticate as a Delaware corporation in accordance with Section 388

of the DGCL and Section 189 of the ABCA (the “Domestication”);

WHEREAS,

in furtherance of the business combination, and in accordance with the DGCL, the LBCA and the ABCA (as applicable) and following the

Domestication: (i) Southern Merger Sub shall merge with and into Southern (the “Southern Merger”), with Southern surviving

the Southern Merger as a wholly-owned Subsidiary of the Company; and (ii) DevvStream Merger Sub shall merge with and into DevvStream

(as redomiciled pursuant to the Domestication) (the “DevvStream Merger” and, together with the Southern Merger, the

“Mergers”), with DevvStream surviving the DevvStream Merger as a wholly-owned Subsidiary of the Company;

WHEREAS,

for U.S. federal income tax purposes, the Parties intend that (i) the Domestication shall constitute a “reorganization” within

the meaning of Section 368(a)(1)(F) of the Code, and (ii) the Mergers will each constitute a “reorganization” within the

meaning of Section 368(a) of the Code;

WHEREAS,

the board of directors of the Company (the “Company Board”) has formed a special committee of directors (the “Company

Special Committee”) to evaluate the Transaction;

WHEREAS,

the Company Special Committee has, subject to receipt of a satisfactory Company Fairness Opinion, unanimously (i) determined that the

Merger and the other Transactions are fair to, and in the best interests of, the Company and the Company Shareholders, (ii) approved

the execution, delivery and performance of this Agreement, the Ancillary Documents and the consummation of the Transactions and (iii)

recommended that the Company Board approve the execution, delivery and performance of this Agreement, the Ancillary Documents and the

consummation of the Transactions;

WHEREAS,

the Company Board (acting upon the unanimous recommendation of the Company Special Committee) has, subject to receipt of a satisfactory

Company Fairness Opinion, unanimously (i) determined that the Merger and the other Transactions are fair to, and in the best interests

of, the Company and the Company Shareholders, (ii) approved the execution, delivery and performance of this Agreement, the Ancillary

Documents and the consummation of the Transactions and (iii) resolved to recommend that the Company Shareholders vote in favor of the

approval of this Agreement, the Ancillary Documents and the consummation of the Transactions (the “Company Board Recommendation”);

WHEREAS,

the DevvStream Board has formed a special committee of directors (the “DevvStream Special Committee”) to evaluate

the Transaction;

WHEREAS,

the DevvStream Special Committee has, subject to receipt of a satisfactory DevvStream Fairness Opinion, unanimously (i) determined that

the DevvStream Merger and the other Transactions are fair to, and in the best interests of, DevvStream and the DevvStream Shareholders,

(ii) approved the execution, delivery and performance of this Agreement, the Ancillary Documents to which DevvStream is a party and the

consummation of the Transactions and (iii) recommended that the DevvStream Board approve the execution, delivery and performance of this

Agreement, the Ancillary Documents to which DevvStream is a party and the consummation of the Transactions;

WHEREAS,

the DevvStream Board (acting upon the unanimous recommendation of the DevvStream Special Committee) has, subject to receipt of a satisfactory

DevvStream Fairness Opinion, unanimously (i) determined that the DevvStream Merger and the other Transactions are fair to, and in the

best interests of, DevvStream and the DevvStream Shareholders, (ii) approved the execution, delivery and performance of this Agreement,

the Ancillary Documents to which DevvStream is a party and the consummation of the Transactions and (iii) resolved to recommend that

the DevvStream Shareholders vote in favor of the approval of this Agreement and the consummation of the Transactions (the “DevvStream

Board Recommendation”);

WHEREAS,

the Board of Directors of Southern (the “Southern Board”) has unanimously (i) determined that the Transactions, including

the Southern Merger, are in the best interests of Southern and the Southern Shareholders, (ii) approved this Agreement, the Ancillary

Documents to which Southern is a party, and the Transactions, and (iii) resolved to recommend that the Southern Shareholders vote in

favor of the Transactions;

WHEREAS,

the Boards of Directors of Southern Merger Sub and DevvStream Merger Sub have each unanimously (i) determined that the Southern Merger

and the DevvStream Merger, respectively, are in the best interests of each of Southern Merger Sub and DevvStream Merger Sub, respectively,

and its sole stockholder, and (ii) approved this Agreement and the Transactions; and

WHEREAS,

concurrently with the execution and delivery of this Agreement, certain insider stockholders of the Company (the “Company Core

Securityholders”) and DevvStream (the “DevvStream Core Securityholders”) set forth on Schedule A

and the Southern Shareholders have entered into Support & Lock-Up Agreements, in each case substantially in the forms attached hereto

as Exhibit A (the “Company Support & Lock-Up Agreement”), Exhibit B (the “DevvStream Support

& Lock-Up Agreement”) and Exhibit C (the “Southern Support & Lock-Up Agreement”),

respectively.

NOW,

THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in

this Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree

as follows:

Article

CLOSING

1.1

Effective Date and Closing.

(a)

Subject to the satisfaction or waiver of the conditions set forth in Article IX, unless this Agreement is earlier terminated in

accordance with Article X, the consummation of the Transactions (the “Closing”) shall take place by electronic

exchange of executed documents (other than the filing of the Merger Certificates) on a date and at a time to be agreed upon by the Parties,

which date shall be no later than the second (2nd) Business Day after all the Closing conditions to this Agreement have been satisfied

or, if permissible, waived (other than those conditions that by their nature are required to be satisfied at the Closing, it being understood

that the occurrence of the Closing shall remain subject to the satisfaction, or if permissible, waiver of such conditions at the Closing),

or at such other date, time or place (including remotely) as the Parties may mutually agree (the date and time at which the Closing is

actually held being the “Closing Date”).

(b)

At the Closing and on the Effective Date, the Parties shall cause the consummation of the Mergers to occur, upon the terms and subject

to the conditions of this Agreement, such that the Parties shall cause the Merger Certificates to be filed with the Delaware and Louisiana

Secretaries of State (as applicable) in accordance with Article III, so that the Mergers will become effective at the Effective

Time.

1.2

Exchange of Southern Securities. On the Effective Date, at the Effective Time and in accordance with the Merger Certificates,

by virtue of the Southern Merger and without any action on the part of any Southern Shareholder:

(a)

All of the Southern Shares (other than Southern Shares held in treasury) issued and outstanding immediately prior to the Effective Time

shall be exchanged for an aggregate number of Company Common Shares equal to the Southern Consideration Shares. Each Southern Shareholder

as of immediately prior to the Effective Time shall be entitled to receive its pro rata share of the Southern Consideration Shares at

or as soon as reasonably practicable after the Effective Time, subject to Section 1.4.

(b)

All Southern Shares held in the treasury of Southern immediately prior to the Effective Time shall be automatically canceled without

any conversion thereof and cease to exist and no payment or distribution shall be made with respect thereto.

(c)

Each share of common stock of Southern Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into

and exchanged for one (1) validly issued, fully paid and non-assessable share of common stock of the Southern Surviving Corporation.

1.3

Exchange of DevvStream Securities. On the Effective Date, at the Effective Time and in accordance with the Merger Certificates,

by virtue of the DevvStream Merger and without any action on the part of any DevvStream Shareholder:

(a)

Each DevvStream Share issued and outstanding immediately prior to the Effective Time (and following the Domestication) (other than DevvStream

Shares held in treasury) shall be automatically cancelled and extinguished and converted into the right to receive a number of Company

Common Shares equal to the DevvStream Per Share Consideration.

(b)

All DevvStream Shares held in the treasury of DevvStream and any DevvStream Shares owned by Southern or the Company immediately prior

to the Effective Time or DevvStream Convertible Securities (including any preferred shares or other equity securities issued to Southern

following the date of this Agreement) owned by Southern or the Company immediately prior to the Effective Time, in each case, shall be

automatically canceled without any conversion thereof and cease to exist and no payment or distribution shall be made with respect thereto.

(c)

Each DevvStream Warrant set forth on Section 6.5(c) of the DevvStream Disclosure Schedules exercisable for Post-Domestication DevvStream

Common Shares (each, a “DevvStream Warrant”) that is outstanding shall be automatically and without any required action

on the part of any holder or beneficiary thereof, be assumed by the Company and exercisable for Company Common Shares (the “Converted

Warrant”). Each Converted Warrant shall continue to have and be subject to substantially the same terms and conditions as were

applicable to such DevvStream Warrant immediately before the Effective Time (including expiration date, vesting conditions, and exercise

provisions), except that (i) each Converted Warrant shall be exercisable for that number of Company Common Shares equal to the product

(rounded down to the nearest whole number) of (A) the number of DevvStream Common Shares subject to such DevvStream Warrant immediately

before the Effective Time and (B) the DevvStream Per Share Consideration; and (ii) the per share exercise price for each Company Common

Share issuable upon exercise of the Converted Warrant shall be equal to the quotient (rounded up to the nearest whole cent) obtained

by dividing (A) the exercise price per DevvStream Common Share of such DevvStream Warrant immediately before the Effective Time by (B)

the DevvStream Per Share Consideration.

(d)

Each option set forth on Section 6.5(b) of the DevvStream Disclosure Schedules to purchase Post-Domestication DevvStream Common Shares

(each, a “DevvStream Option”) that is outstanding, whether under any of the equity incentive plans of DevvStream,

including the DevvStream Corp. 2024 Equity Incentive Plan, the DevvStream Holdings Inc. 2022 Equity Incentive Plan, or the DevvESG Streaming

Inc. 2022 Non-Qualified Stock Option Plan (collectively, the “DevvStream Equity Incentive Plans”) or otherwise, immediately

before the Effective Time, whether vested or unvested, shall, except as provided in Section 6.4(d) of the DevvStream Disclosure

Schedules, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by the Company

and converted into an option to purchase Company Common Shares (each, a “Converted Option”). Each Converted Option

shall continue to have and be subject to substantially the same terms and conditions as were applicable to such DevvStream Option immediately

before the Effective Time (including expiration date, vesting conditions, and exercise provisions), except that (i) each Converted Option

shall be exercisable for that number of Company Common Shares equal to the product (rounded down to the nearest whole number) of (A)

the number of DevvStream Common Shares subject to DevvStream Option immediately before the Effective Time and (B) the DevvStream Per

Share Consideration; and (ii) the per share exercise price for each Company Common Share issuable upon exercise of the Converted Option

shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per DevvStream Common

Share of such DevvStream Option immediately before the Effective Time by (B) the DevvStream Per Share Consideration; provided, however,

that the exercise price and the number of Company Common Shares purchasable under each Converted Option shall be determined in a manner

consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further,

that in the case of any DevvStream Option to which Section 422 of the Code applies, the exercise price and the number of Company Common

Shares purchasable under such Converted Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements

of Section 424(a) of the Code.

(e)

Each restricted stock unit set forth on Section 6.5(b) of the DevvStream Disclosure Schedules denominated in Post-Domestication DevvStream

Common Shares (each, a “DevvStream RSU”) that is outstanding under any DevvStream Equity Incentive Plan or otherwise

immediately before the Effective Time, whether vested or unvested, shall, except as provided in Section 6.4(d) of the DevvStream

Disclosure Schedules, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by the

Company and converted into a restricted stock unit denominated in Company Common Shares (each, a “Converted RSU”).

Each Converted RSU shall continue to have and be subject to substantially the same terms and conditions as were applicable to such DevvStream

RSU immediately before the Effective Time (including vesting and settlement conditions and dividend equivalent rights), except that each

Converted RSU shall cover that number of Company Common Shares equal to the product (rounded to the nearest whole number) of (A) the

number of DevvStream Common Shares underlying such DevvStream RSU and (B) the DevvStream Per Share Consideration.

(f)

Each convertible note set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that is outstanding and convertible into Post-Domestication

DevvStream Common Shares (each, a “DevvStream Convertible Note”) immediately before the Effective Time shall be assumed

by the Company and convertible into Company Common Shares (each, a “Converted Note”), either automatically and without

any required action on the part of any holder or beneficiary thereof, or subject to the consent of Helena Global Investment Opportunities

1 Ltd. (“Helena”) for such assumption the Helena Notes, if and as required. Each Converted Note shall continue to

have and be subject to substantially the same terms and conditions as were applicable to such DevvStream Convertible Note immediately

before the Effective Time (including maturity date, interest rate, and conversion provisions), except that the per share conversion price

for each Company Common Share issuable upon conversion of the Converted Note shall be equal to the quotient (rounded up to the nearest

whole cent) obtained by dividing (A) the conversion price per Post-Domestication DevvStream Common Share of such DevvStream Convertible

Note immediately before the Effective Time by (B) the DevvStream Per Share Consideration.

(g)

Before the Effective Time, DevvStream shall adopt applicable resolutions and take all other appropriate actions to: (a) effectuate the

provisions of Sections 1.3(d)-(e); and (b) ensure that after the Effective Time, neither any holder of Converted Options or Converted

RSUs, any beneficiary thereof, nor any other participant in any DevvStream Equity Incentive Plan shall have any right thereunder to acquire

any securities of DevvStream or to receive any payment or benefit with respect to any award previously granted under the DevvStream Equity

Incentive Plans, except as provided in Sections 1.3(d)-(e). At the Effective Time, the Company shall assume the DevvStream Equity

Incentive Plans and each award agreement evidencing an equity award granted by DevvStream outside of any such plan (each, an “Off-Plan

Award”), provided that all references to “DevvStream” in the applicable DevvStream Equity Incentive Plan or Off-Plan

Award and the documents governing the Converted Options and Converted RSUs after the Effective Time will be deemed references to the

Company and the number Company Common Shares available for awards under the DevvStream Equity Incentive Plans or Off-Plan Award shall

be determined by adjusting the number of DevvStream Common Shares available for awards under the DevvStream Equity Incentive Plans or

Off-Plan Award immediately before the Effective Time in accordance with the DevvStream Per Share Consideration.

(h)

The Company will (a) reserve for issuance the number of Company Common Shares that will become subject to the Converted Options and Converted

RSUs and (b) issue or cause to be issued the appropriate number of Company Common Shares, upon the exercise of the Converted Options

or upon the vesting and settlement of the Converted RSUs. As soon as practicable after the Effective Time, the Company will prepare and

file with the Securities and Exchange Commission a registration statement on Form S-8 (or other appropriate form) registering a number

of shares of Company Common Shares necessary to fulfill the Company’s obligations under Sections 1.3(d)-(f). Such registration

statement will be kept effective (and the current status of the prospectus required thereby will be maintained) for at least as long

as any Converted Options or Converted RSUs remain outstanding.

(i)

Each share of common stock of DevvStream Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted

into and exchanged for one (1) validly issued, fully paid and non-assessable share of common stock of the DevvStream Surviving Corporation.

1.4

Issuance of Company Common Shares.

(a)

Prior to the Effective Time, the Company (i) shall appoint its transfer agent, Continental Stock Transfer & Trust Company, as its

transfer and exchange agent for purposes of the exchange of the Southern Shares for the Southern Consideration Shares and the DevvStream

Shares for the DevvStream Consideration Shares (“Exchange Agent”), and (ii) shall deposit, or cause to be deposited,

with the Exchange Agent the Southern Consideration Shares and the DevvStream Consideration Shares (collectively, the “Merger

Consideration Shares”).

(b)

At or prior to the Effective Time, the Company will send, or will cause the Exchange Agent to send, to each Southern Shareholder and

DevvStream Shareholder, a letter of transmittal for use in such exchange, in the form mutually agreed to by the Company, Southern and

DevvStream (a “Letter of Transmittal”).

(c)

The Company shall cause the Exchange Agent to deliver to the applicable Southern Shareholder or DevvStream Shareholder the Southern Per

Share Consideration or the DevvStream Per Share Consideration, as applicable, in respect of each Southern Share or DevvStream Share held

by such shareholder, upon the delivery by such shareholder of a properly completed and duly executed Letter of Transmittal to the Exchange

Agent.

(d)

All Merger Consideration Shares issued as provided herein shall be deemed to have been issued (and paid) in full satisfaction of all

rights pertaining to the Southern Shares or DevvStream Shares, as applicable, held by such shareholder, and there shall be no further

registration of transfers on the share transfer books of the Company of the Southern Shares or DevvStream Shares that were outstanding

immediately prior to the Effective Time.

(e)

To the extent any certificate representing any Southern Share or DevvStream Share shall have been lost, stolen or destroyed, upon the

making of an affidavit of that fact by the applicable shareholder claiming such certificate to be lost, stolen or destroyed and, if required

by the Company, the posting by such shareholder of a bond in such reasonable amount as the Company may direct as indemnity against any

claim that may be made against it with respect to such certificate, the Company shall cause a treasury direction to be delivered as set

forth in this Section 1.4 in exchange for the lost, stolen or destroyed such certificate, the applicable Merger Consideration

Shares with respect to the shares formerly represented thereby pursuant to this Agreement.

1.5

No Fractional Company Common Shares. No fractional Company Common Shares will be delivered to any Southern Shareholders or

DevvStream Shareholders as of immediately prior to the Effective Time pursuant to the Mergers and the aggregate number of any such shares

that each such shareholder is otherwise entitled to receive pursuant to the Mergers will be rounded down to the nearest whole share of

Company Common Shares.

1.6

Withholding Taxes. The Company, Southern, DevvStream, Southern Merger Sub, DevvStream Merger Sub or the Exchange Agent, as

applicable, shall be entitled to deduct or withhold, from any amounts payable or otherwise deliverable to any Person pursuant to the

Mergers or this Agreement such amounts as the Company, Southern, DevvStream, Southern Merger Sub, DevvStream Merger Sub or the Exchange

Agent, as applicable, determines, acting reasonably, are required or permitted to be deducted or withheld with respect to such payment

or delivery under the ITA, the Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or

withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts

would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate Taxing Authority.

Each of the Company, Southern, DevvStream, Southern Merger Sub, DevvStream Merger Sub or the Exchange Agent, as applicable, is hereby

authorized to sell or otherwise dispose of, on behalf of such Person, such portion of any share or other security deliverable to such

Person as is necessary to provide sufficient funds to enable it to comply with such deduction or withholding requirement and shall notify

such Person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate Taxing Authority and, if applicable,

any portion of such net proceeds that is not required to be so remitted shall be paid to such Person.

1.7

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement

and the Transactions promptly following the execution of this Agreement, the text of such announcement to be in the form approved by

the Company, Southern and DevvStream in advance, acting reasonably and without delay. The Company, Southern and DevvStream agree to co-operate

in the preparation of presentations, if any, to the Company Shareholders, the Southern Shareholders and the DevvStream Shareholders regarding

the Transactions, and no Party shall issue any news release or otherwise make public announcements with respect to this Agreement or

the Transactions without the consent of the other Parties (which consent shall not be unreasonably withheld, delayed or conditioned);

provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing,

in the opinion of its legal counsel, required under applicable Laws or, in the case of the Company or DevvStream, stock exchange rules,

and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other

Parties and reasonable opportunity to review or comment on the disclosure or filing and give reasonable consideration to any such comment,

and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Article

DOMESTICATION;

DEVVSTREAM MEETING.

2.1

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and

conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below.

(a)

Subject to receipt of the Required DevvStream Shareholder Approval and prior to the Effective Time, DevvStream shall cause the Domestication

to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of corporate domestication

with respect to the Domestication (the “Certificate of Domestication”), in accordance with the provisions thereof

and Section 388 of the DGCL, (ii) and submitting a statutory declaration with the Alberta Registrar of Corporations (the “AB

Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the

AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”),

and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other

documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise

to effect the Domestication.

(b)

The Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without

any action on the part of any DevvStream Shareholders, (i) each then issued and outstanding Pre-Domestication DevvStream Common Share

will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding

DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that

are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis,

into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar

terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each

case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements,

powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under

this Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises,

debts, Liabilities, duties and obligations of DevvStream following the Domestication.

(c)

For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning

of Section 368(a)(1)(F) of the Code. DevvStream hereby (i) adopts this Agreement as a “plan of reorganization” within the

meaning of Section 1.368-2(g) of the United States Treasury Regulations, (ii) agrees to file and retain such information as shall be

required under Section 1.368-3 of the United States Treasury Regulations with respect to the Domestication, and (iii) agrees to file

all Tax and other informational returns on a basis consistent with such characterization and not take any inconsistent position on any

Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning

of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge

and agree that no party is making any representation or warranty as to the qualification of the Domestication as a reorganization under

Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or

may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain

independent legal and tax advice with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may

result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

2.2

The DevvStream Meeting

(a)

Subject to the terms of this Agreement, DevvStream covenants that it will:

(i)

Promptly following the Registration Statement being declared effective, and within the time period provided in the proxy statement/prospectus

contained therein, convene and conduct the DevvStream Meeting in accordance with DevvStream’s Organizational Documents and applicable

Law, and, in this regard, DevvStream may abridge any time periods that may be abridged under securities Laws for the purpose of considering

the DevvStream Resolutions and for any other proper purpose as may be set out in the DevvStream Circular and agreed to by the Company

and Southern, acting reasonably; and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the

DevvStream Meeting without the prior written consent of the Company and Southern except (A) as required for quorum purposes (in which

case the DevvStream Meeting will be adjourned and not cancelled), (B) as reasonably required by Law or by a Governmental Authority, (C)

as required pursuant to and in accordance with Section 8.8(h) or otherwise expressly permitted by this Agreement, or (D) for adjournments

or postponements of not more than ten (10) Business Days in the aggregate for the purposes of attempting to solicit proxies to obtain

the requisite approval of the DevvStream Resolutions if such requisite approval would not be expected to be obtained without such adjournment

or postponement and such adjournments and postponements would not result in the DevvStream Meeting being held on a date that would prevent

the Effective Date from occurring prior to the Outside Date;

(ii)

use its commercially reasonable efforts to solicit proxies in favor of the approval of the DevvStream Resolutions and against any resolution

submitted by any DevvStream Securityholder that is inconsistent with the DevvStream Resolutions and the completion of any of the Transactions,

including, if otherwise determined necessary or advisable by DevvStream or if so requested by the Company or Southern, acting reasonably,

using investment dealers and proxy solicitation services firms selected by DevvStream (acceptable to the Company and Southern, acting

reasonably) to solicit proxies in favor of the approval of the DevvStream Resolutions and against any resolution submitted by any DevvStream

Securityholder that is inconsistent with the DevvStream Resolutions;

(iii)

consult with the Company and Southern in fixing the date of the DevvStream Meeting and the record date of the DevvStream Meeting;

(iv)

promptly provide the Company and Southern with copies of or access to information regarding the DevvStream Meeting generated by any transfer

agent, dealer or proxy solicitation services firm, as reasonably requested from time to time by the Company or Southern;

(v)

promptly advise the Company and Southern, at such times as the Company or Southern may reasonably request, and at least once daily for

the ten (10) Business Days immediately preceding the DevvStream Meeting, as to the aggregate tally of the proxies received by DevvStream

in respect of the DevvStream Resolutions;

(vi)

give notice to the Company and Southern of the DevvStream Meeting and allow Representatives of the Company and Southern to attend the

DevvStream Meeting;

(vii)

promptly advise the Company and Southern of any material communication (written or oral) from any Person in opposition to the Transactions,

written notice of dissent or purported exercise or withdrawal of dissent rights by the DevvStream Shareholders, and provide the Company

and Southern with an opportunity to review and comment upon any written communications sent by or on behalf of DevvStream to any such

Person and to participate in any discussions, negotiations or proceedings involving such Person;

(viii)

not pay, settle or compromise or agree to any payment, settlement or compromise any claims regarding the Transactions or claims for dissent

rights without the prior written consent of the Company and Southern (such consent not to be unreasonably withheld, conditioned or delayed);

(ix)

not, without the prior written consent of the Company and Southern (such consent not to be unreasonably withheld, conditioned or delayed),

waive the deadline for the submission of proxies by DevvStream Shareholders for the DevvStream Meeting;

(x)

not change the record date for the DevvStream Shareholders entitled to vote at the DevvStream Meeting in connection with any adjournment

or postponement of the DevvStream Meeting unless required by applicable Law or the Court or with the prior written consent of the Company

and Southern (such consent not to be unreasonably withheld, conditioned or delayed);

(xi)

at the request of the Company or Southern from time to time, provide the Company and Southern with a list (in both written and electronic

form) of (i) the DevvStream Shareholders entitled to vote at the DevvStream Meeting, together with their addresses and respective holdings

of DevvStream Shares, (ii) the names, addresses and holdings of all Persons having rights issued by DevvStream to acquire DevvStream

Shares (including holders of convertible securities of DevvStream), and (iii) participants and book-based nominee registrants such as

CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of DevvStream Shares, together with their addresses and respective

holdings of DevvStream Shares, as applicable; and

(xii)

if the DevvStream Meeting is to be held during a Matching Period, at the request of the Company or Southern, adjourn or postpone the

DevvStream Meeting to a date specified by the Company or Southern that is not later than fifteen (15) Business Days after the date on

which the DevvStream Meeting was originally scheduled and in any event to a date that is not later than five (5) Business Days prior

to the Outside Date.

2.3

The DevvStream Circular

(a)

DevvStream shall: (i) reasonably cooperate with the Company in the preparation of DevvStream Circular for inclusion in the Registration

Statement to be prepared pursuant to Section 3.4, subject to the Company’s and Southern’s compliance with Section

2.3(d), (ii) complete, in consultation with the Company and Southern, the DevvStream Circular, together with any other documents

required by Law in connection with the DevvStream Meeting; and (iii) cause the DevvStream Circular, and such other documents as may be

required by Law or the rules of Nasdaq and Nasdaq Sweden (to the extent applicable), respectively, to be filed with or furnished to the

Securities Authorities, Nasdaq, Nasdaq Sweden and disseminated to each DevvStream Shareholder and other Person that is required by Law

or otherwise to receive a copy thereof.

(b)

DevvStream will ensure that, as of the date of the DevvStream Circular, the DevvStream Circular complies in all material respects with

applicable Law, does not contain any Misrepresentation (other than with respect to any information relating to and furnished in writing

by the Company or Southern for inclusion in the DevvStream Circular) and provides the DevvStream Shareholders with sufficient information

to permit them to form a reasoned judgement concerning the matters to be placed before the DevvStream Meeting. Without limiting the generality

of the foregoing, the DevvStream Circular must include: (i) a copy of the DevvStream Fairness Opinion; (ii) a statement that the DevvStream

Board has received the DevvStream Fairness Opinion; (iii) a statement that the DevvStream Board has unanimously, after consultation with

its legal and financial advisors, determined (A) that the Transactions are fair, from a financial point of view, to the DevvStream Shareholders;

(B) that the Transactions are in the best interests of DevvStream; and (C) the DevvStream Board Recommendation; and (iv) a statement

that each of the DevvStream Core Securityholders as of the date of this Agreement intends to vote all of such Person’s DevvStream

Shares in favor of the DevvStream Resolutions subject to the terms of the DevvStream Support & Lock-Up Agreements.

(c)

DevvStream will allow the Company and Southern, and their respective legal counsel, a reasonable opportunity to review and comment on

drafts of the DevvStream Circular and other related documents prior to filing the DevvStream Circular with applicable Securities Authorities

or Governmental Authorities and mailing the DevvStream Circular to the DevvStream Shareholders, and will incorporate therein all reasonable

comments made by the Company and Southern and their respective legal counsel. DevvStream agrees that all information relating solely

to the Company or Southern that is furnished in writing by or on behalf of the Company or Southern for inclusion in the DevvStream Circular

or other related documents must be in a form and content satisfactory to the Company or Southern, as applicable, acting reasonably. DevvStream

shall provide the Company and Southern with a final copy of the DevvStream Circular prior to mailing to the applicable DevvStream Shareholders.

DevvStream shall notify the Company and Southern promptly of any request from any Security Authority or any other Governmental Authority

relating to the DevvStream Circular and shall promptly make available to the Company and Southern copies of all documents, correspondence

and summary of discussions between it or any of its Representatives, on the one hand, and any Securities Authority or other Governmental

Authority, on the other hand, with respect to the DevvStream Circular. DevvStream shall respond as promptly as reasonably practicable

to any correspondence with respect to the DevvStream Circular or the DevvStream Meeting from any Securities Authority or the staff of

a Securities Authority, and shall give the Company and Southern and their respective legal counsel a reasonable opportunity to review

and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall

give reasonable consideration to any comments made thereon by the Company and Southern and their respective legal counsel.

(d)

The Company and Southern will provide to DevvStream in writing all information concerning the Company and Southern, respectively, reasonably

requested by DevvStream and required by Law (as may be modified by any exemptive relief granted by the Securities Authorities) to be

included by DevvStream in the DevvStream Circular or other related documents, and will ensure that such information does not contain

any Misrepresentation. The Parties will also cooperate in the preparation of all other information that may concern the Company, Southern

and DevvStream as reasonably requested by DevvStream and required by Law (including pro forma financial statements and any required reconciliations

or adjustments, as applicable). The Company, Southern and DevvStream shall use their commercially reasonable efforts to obtain any necessary

consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information

required to be included in the DevvStream Circular and to the identification in the DevvStream Circular of each such advisor.

(e)

The Company, Southern and DevvStream will promptly notify each other if any of them becomes aware that the DevvStream Circular contains

a Misrepresentation or otherwise requires an amendment or supplement. The Parties will cooperate in the preparation of any such amendment

or supplement as required or appropriate and DevvStream will promptly mail, file or otherwise publicly disseminate any such amendment

or supplement to those Persons to whom the DevvStream Circular was sent and, if required by the Court or by Law, file the same with the

Securities Authorities or any other Governmental Authority as required.

Article

III

THE

MERGERS

3.1

Implementation of the Mergers

(a)

On the Closing Date, the Parties shall cause the Mergers to be consummated by:

(i)

filing (A) a certificate of merger with the Secretary of State of the State of Delaware (the “Southern Certificate of Merger”)

in accordance with the DGCL and (B) articles of merger with the Secretary of State of the State of Louisiana (the “Southern

Articles of Merger”) in accordance with the LBCA; and

(ii)

filing a certificate of merger with the Secretary of State of the State of Delaware (the “DevvStream Certificate of Merger”

and, together with the Southern Certificate of Merger and Southern Articles of Merger, the “Merger Certificates”)

in accordance with the DGCL.

(b)

The Mergers shall become effective at such time as the Merger Certificates are duly filed with the applicable Secretaries of State, or

at such later time as may be agreed by the Parties and specified in the Merger Certificates (the time the Mergers become effective being

the “Effective Time”).

(c)

At the Effective Time, Southern Merger Sub shall be merged with and into Southern. As a result of the Southern Merger, the separate corporate

existence of Southern Merger Sub shall cease and Southern shall continue as the surviving corporation (the “Southern Surviving

Corporation”). All the property, rights, privileges, agreements, immunities, powers, franchises, licenses and authority of

Southern and Southern Merger Sub shall vest in the Southern Surviving Corporation, and all debts, liabilities, obligations, restrictions,

disabilities and duties of each of Southern and Southern Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities

and duties of the Southern Surviving Corporation.

(d)

At the Effective Time, DevvStream Merger Sub shall be merged with and into DevvStream. As a result of the DevvStream Merger, the separate

corporate existence of DevvStream Merger Sub shall cease and DevvStream shall continue as the surviving corporation (the “DevvStream

Surviving Corporation” and, together with the Southern Surviving Corporation, the “Surviving Corporations”).

All the property, rights, privileges, agreements, immunities, powers, franchises, licenses and authority of DevvStream and DevvStream

Merger Sub shall vest in the DevvStream Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and

duties of each of DevvStream and DevvStream Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and

duties of the DevvStream Surviving Corporation.

3.2

Charter Documents of the Surviving Corporations.

(a)

At the Effective Time, the articles of incorporation and bylaws of Southern, each as in effect immediately prior to the Effective Time,

shall be amended and restated to be in substantially the form of the certificate of incorporation and bylaws, respectively, of Southern

Merger Sub, each as in effect immediately prior to the Effective Time, except that the name of the Southern Surviving Corporation shall

be amended to a name mutually acceptable to the Company and Southern.

(b)

At the Effective Time, the certificate of incorporation and bylaws of DevvStream, each as in effect immediately prior to the Effective

Time (and following the Domestication and, if applicable, the Pre-Closing Reorganization), shall be amended and restated to be in substantially

the form of the certificate of incorporation and bylaws, respectively, of DevvStream Merger Sub, each as in effect immediately prior

to the Effective Time.

3.3

Directors and Officers of Surviving Corporation. The directors of Southern Merger Sub and DevvStream Merger Sub immediately

prior to the Effective Time shall be the directors of the Southern Surviving Corporation and the DevvStream Surviving Corporation, respectively,

until their respective successors are duly appointed or elected and qualified, or until their earlier death, resignation or removal.

The officers of Southern and DevvStream immediately prior to the Effective Time shall be the officers of the Southern Surviving Corporation

and the DevvStream Surviving Corporation, respectively, until their respective successors are duly elected or appointed and qualified,

or until their earlier death, resignation or removal.

3.4

Registration Statement.

(a)

As promptly as practicable after the execution of this Agreement, the Company, Southern and DevvStream shall prepare, and the Company

shall file with the SEC, a registration statement on Form S-4 (as amended or supplemented from time to time, and including the proxy

statement/prospectus contained therein, the “Registration Statement”) in connection with the registration under the

Securities Act of the Company Common Shares to be issued in the Mergers, which proxy statement/prospectus included in the Registration

Statement will also constitute the DevvStream Circular and the Company Proxy Statement.

(b)

The Company shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly

as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Mergers.

(c)

Each of the Company, Southern and DevvStream shall furnish all information concerning it and its Affiliates as may reasonably be requested

by the other Parties or that is required for the Registration Statement. Each Party shall use commercially reasonable efforts to promptly

provide responses to the SEC with respect to all comments of the SEC received on the Registration Statement. The Company shall promptly

notify Southern and DevvStream of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements

to the Registration Statement or for additional information, and shall provide Southern and DevvStream with copies of all correspondence

between the Company and the SEC with respect to the Registration Statement.

(d)

If at any time prior to the Effective Time any information relating to the Company, Southern or DevvStream, or any of their respective

Affiliates, officers or directors, should be discovered by the Company, Southern or DevvStream which should be set forth in an amendment

or supplement to the Registration Statement, so that the Registration Statement would not include any misstatement of a material fact

or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made,

not misleading, the Party which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement

describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the shareholders

of DevvStream and Southern (and the Company, if applicable).

3.5

The Company Meeting; Proxy Statement.

(a)

As promptly as practicable after the Registration Statement is declared effective under the Securities Act, the Company shall: (i) give

notice of and convene and hold a special meeting of the Company Shareholders (the “Company Meeting”) in accordance

with the Company’s Organizational Documents and applicable Law, for the purposes of obtaining the Required Company Shareholder

Approval and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to exercise their

dissent rights (if applicable); and (ii) solicit proxies from the Company Shareholders to vote in favor of the Company Resolutions.

(b)

The Company shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without

the prior written consent of Southern and DevvStream (such consent not to be unreasonably withheld, delayed or conditioned), except:

(i) as required for quorum purposes (in which case the Company Meeting will be adjourned and not cancelled), (ii) as reasonably required

by Law or by a Governmental Authority, (iii) as expressly permitted by this Agreement, or (iv) for adjournments or postponements of not

more than ten (10) Business Days in the aggregate for the purposes of attempting to solicit proxies to obtain the requisite approval

of the Company Resolutions if such requisite approval would not be expected to be obtained without such adjournment or postponement and

such adjournments and postponements would not result in the Company Meeting being held on a date that would prevent the Effective Date

from occurring prior to the Outside Date.

(c)

The Company shall use its commercially reasonable efforts to solicit proxies in favor of the approval of the Company Resolutions and

against any resolution submitted by any Company Shareholder that is inconsistent with the Company Resolutions and the completion of any

of the Transactions.

(d)

The Company shall: (i) consult with Southern and DevvStream in fixing the date of the Company Meeting and the record date of the Company

Meeting; (ii) promptly provide Southern and DevvStream with copies of or access to information regarding the Company Meeting generated

by any transfer agent, dealer or proxy solicitation services firm, as reasonably requested from time to time by Southern or DevvStream;

and (iii) give notice to Southern and DevvStream of the Company Meeting and allow Representatives of Southern and DevvStream to attend

the Company Meeting.

(e)

The Company shall, with the assistance of Southern and DevvStream, prepare a proxy statement (the “Company Proxy Statement”)

(which shall be included as part of the Registration Statement) relating to the Company Meeting and the Company Resolutions. The Company

will ensure that, as of the date of the Company Proxy Statement, the Company Proxy Statement complies in all material respects with applicable

Law (including the Exchange Act and the rules and regulations promulgated thereunder), does not contain any Misrepresentation (other

than with respect to any information relating to and furnished in writing by Southern or DevvStream for inclusion in the Company Proxy

Statement) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the

matters to be placed before the Company Meeting.

(f)

Without limiting the generality of the foregoing, the Company Proxy Statement must include: (i) a statement that the Company Board has

unanimously (A) determined that the Transactions are fair to the Company and the Company Shareholders and in the best interests of the

Company and the Company Shareholders, and (B) the Company Board Recommendation; and (ii) a statement that each of the Company Core Securityholders

intends to vote all of such Person’s Company Common Shares in favor of the Company Resolutions subject to the terms of the Company

Support & Lock-Up Agreements.

(g)

The Company will allow Southern and DevvStream, and their respective legal counsel, a reasonable opportunity to review and comment on

drafts of the Company Proxy Statement and other related documents prior to filing the Company Proxy Statement with the SEC and mailing

the Company Proxy Statement to the Company Shareholders, and will incorporate therein all reasonable comments made by Southern and DevvStream

and their respective legal counsel. The Company shall respond as promptly as reasonably practicable to any correspondence with respect

to the Company Proxy Statement or the Company Meeting from the SEC or the staff of the SEC, and shall give Southern and DevvStream and

their respective legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to the SEC

or the staff of the SEC.

3.6

Intended US Tax Treatment. For U.S. federal income tax purposes, each of the Mergers is intended to be treated as a “reorganization”

within the meaning of Section 368(a) of the Code, and it is intended that each of the Parties be a “party to the reorganization”

with respect to the applicable Merger within the meaning of Section 368(b) (the “Intended US Tax Treatment”). Each

of the Parties hereby (i) adopts this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of

the United States Treasury Regulations, (ii) agrees to file and retain such information as shall be required under Section 1.368-3 of

the United States Treasury Regulations with respect to the applicable Merger, (iii) agrees to file all Tax and other informational returns

on a basis consistent with such characterization and not take any inconsistent position on any Tax Return or in any Proceeding with any

Taxing Authority, except if otherwise required by a “determination” within the meaning of Section 1313(a) of the Code and

(iv) shall use its reasonable best efforts to cause the Mergers to qualify for the Intended US Tax Treatment. Notwithstanding the foregoing

or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation

or warranty as to the qualification of any Merger as a reorganization under Section 368 of the Code or as to the effect, if any, that

any transaction consummated on, after or prior to the Mergers has or may have on any such reorganization status. Each of the parties

acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Mergers,

and (B) is responsible for any adverse Tax consequences that may result if any Merger is determined not to qualify as a reorganization

under Section 368 of the Code.

Article

REPRESENTATIONS

AND WARRANTIES OF SOUTHERN

Except

as set forth in the disclosure schedules delivered by Southern to the Company and DevvStream on the date hereof (the “Southern

Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to

which they refer, Southern represents and warrants to the other Parties that each of the following representations are true and correct

as of the date of this Agreement and as of the Closing Date (except as to any representations and warranties that specifically relate

to an earlier date, in which case such representations and warranties were true and correct as of such earlier date):

4.1

Organization and Standing. Southern is a corporation duly organized, validly existing and in good standing under the laws

of the state of the State of Louisiana, and has the requisite corporate power and authority to own, lease and operate its properties

and to carry on its business as now being conducted. Southern is duly qualified or licensed and in good standing to do business in each

jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes

such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing has not and would

not, individually or in the aggregate, reasonably be expected to have (i) a Material Adverse Effect on Southern or (ii) a material adverse

effect on the ability of Southern to enter into this Agreement or to consummate the Transactions (clause (i) or (ii), a

“Southern Material Adverse Effect”). Southern has heretofore made available to the Company and DevvStream accurate

and complete copies of its Organizational Documents, as currently in effect as of the date hereof. Southern is not in violation of any

provision of its Organizational Documents in any material respect. Southern is not the subject of any bankruptcy, dissolution, liquidation,

reorganization or similar proceeding.

4.2

Authorization; Binding Agreement.

(a)

Southern has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it

is a party, to perform Southern’s obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery

of this Agreement and each Ancillary Document to which Southern is or is required to be a party and the consummation of the Transactions

(i) have been duly and validly authorized by the Southern Board and, where applicable, the Southern Shareholders, in accordance with

Southern’s Organizational Documents, any applicable Law or any Contract to which Southern or the Southern Shareholders are a party

or by which it or their securities are bound, and (ii) no other corporate proceedings, other than as set forth elsewhere in this Agreement,

on the part of Southern are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which

it is a party or to consummate the Transactions.

(b)

Southern’s Board has by resolutions duly adopted at a meeting duly called and held, as of the date of this Agreement, (i) determined

that this Agreement, the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Southern Shareholders,

(ii) approved, among other things, this Agreement and the Ancillary Documents to which it is a party and the Transactions, including

the Merger, on the terms and subject to the conditions of this Agreement and in accordance with applicable Law. The Southern Shareholders

as of the date of this Agreement has approved this Agreement, the Ancillary Documents and the Transactions, including the Merger, in

accordance with applicable Law and on the terms and subject to the conditions of this Agreement. No additional approval or vote of any

holders of voting or other equity interests of Southern would then be necessary to approve and adopt this Agreement and the Ancillary

Documents and approve the Transactions.

(c)

This Agreement has been, and each Ancillary Document to which Southern is a party shall be, when delivered, duly and validly executed

and delivered by Southern and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents

by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of

Southern, enforceable against Southern in accordance with its terms, except to the extent that enforceability thereof may be limited

by applicable bankruptcy, insolvency, reorganization and moratorium Laws and other Laws of general application affecting the enforcement

of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and

the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court

from which such relief may be sought (collectively, the “Enforceability Exceptions”).

4.3

Governmental Approvals. No Consent of or with any Governmental Authority on the part of Southern is required to be obtained

or made in connection with the execution, delivery or performance by Southern of this Agreement and each Ancillary Document to which

it is a party or the consummation by Southern of the Transactions, other than (a) such filings and approvals as are expressly contemplated

by this Agreement, including the filing of the Merger Certificates and filings necessary for the Required Regulatory Approvals, (b) any

filings required with SEC, Nasdaq, Nasdaq Sweden and other applicable Canadian securities regulatory authorities with respect to the

Transactions, (c) applicable requirements, if any, of the Securities Act, the Exchange Act, or any state “blue sky” securities

laws, and the rules and regulations thereunder, (d) a post-closing notification pursuant to the Investment Canada Act, and (e) where

the failure to obtain or make such Consents or to make such filings or notifications, would not, individually or in the aggregate, reasonably

be expected to have a Southern Material Adverse Effect.

4.4

Non-Contravention. The execution and delivery by Southern of this Agreement and each Ancillary Document to which it is a party,

the consummation by Southern of the transactions contemplated hereby and thereby, and compliance by Southern with any of the provisions

hereof and thereof, will not (a) contravene or conflict with or violate any provision of Southern’s Organizational Documents, (b)

contravene or conflict with or constitute a violation of any provisions of Law or Order binding upon or applicable to Southern, (c) subject

to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and the waiting periods referred to

therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate in any

material respect any Law, Order or Consent applicable to Southern, , or any of its properties or assets, except for violations which

would not prevent or delay the consummation of the Transactions, or (d) (i) violate, conflict with or result in a breach of, (ii) result

in a default (or an event which, with notice or lapse of time or both, would constitute a material default) under, (iii) give rise to

any right of termination, cancellation or acceleration under, (iv) give rise to any obligation to make material payments or provide material

compensation under, (v) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Southern

under, (vi) give rise to any obligation to obtain any material third party Consent or provide any notice to any Person, or (vii) give

any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate

the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions

or provisions of, any Southern Material Contract, except, in each case, where such conflict, violation, breach, default, termination,

cancellation, modification, acceleration, obligation, creation, or default would not, individually or in the aggregate, reasonably be

expected to have a Southern Material Adverse Effect.

4.5

Capitalization.

(a)

Southern is authorized to issue up to 100,000,000 shares of capital stock, consisting of 100,000,000 Southern Shares. The issued and

outstanding Southern Shares as of the date of this Agreement are set forth on Section 4.5(a) of the Southern Disclosure Schedules.

All outstanding Southern Shares are duly authorized, are fully paid and non-assessable and are not subject to or issued in violation

of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any

applicable Law, or any Contract to which Southern is a party or by which it or its securities are bound. Southern does not hold any shares

or other equity interests of Southern in its treasury. None of the outstanding Southern Shares have been issued in violation of any applicable

securities Law.

(b)

Except as set forth in the Southern Lock-Up Agreement, there are no outstanding or authorized options, warrants, puts, calls, restricted

stock, restricted stock units, phantom stock, profit participation rights, equity appreciation rights, phantom equity rights, other equity

or equity-based awards or other similar rights with respect to Southern.

(c)

As of the date hereof, there are no other equity or voting interests in, or any Southern Convertible Securities, or preemptive rights

or other outstanding rights, options, warrants, subscriptions, puts, calls, restricted stock, restricted stock units, phantom stock,

stock appreciation, profit participation, conversion rights or similar equity or equity-based rights, interests, agreements or commitments

of any rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which Southern

or, to the Knowledge of Southern, any of its shareholders is a party or bound relating to any equity securities of Southern, whether

or not outstanding.

(d)

There are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of Southern’s

equity interests. There are no outstanding contractual obligations of Southern to repurchase, redeem or otherwise acquire any equity

interests or securities of Southern, nor has Southern granted any registration rights to any Person with respect to Southern’s

equity securities. All of the Southern Securities have been granted, offered, sold and issued in compliance with all applicable securities

Laws

(e)

No equity interests of Southern are issuable, and no rights in connection with any interests, warrants, rights, options or other securities

of Southern accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise) as a result

of the Transactions.

(f)

Except as disclosed in the Southern Financial Statements, Southern has not declared or paid any distribution or dividend in respect of

its equity interests and has not repurchased, redeemed or otherwise acquired any equity interests of Southern, and the Southern Board

has not authorized any of the foregoing.

4.6

Subsidiaries.

(a)

As of the date of this Agreement, Southern does not have any Subsidiaries.

(b)

As of the date of this Agreement, Southern is not a participant in any joint venture, partnership or similar arrangement.

(c)

There are no outstanding contractual obligations of Southern to provide funds to, or make any investment (in the form of a loan, capital

contribution or otherwise) in, any other Person.

4.7

Financials.

(a)

The audited financial statements of Southern, consisting of the balance sheet as of July 31, 2025, and the related statements of loss,

shareholder’s equity (deficiency), and cash flows for the period from inception on May 15, 2025 to July 31, 2025, and the related

notes thereto (the “Initial Southern Financial Statements”), present fairly, in all material respects, the financial

condition, assets and liabilities of Southern as of such date and the results of operations of Southern for the period set forth therein

in accordance with GAAP have been audited in accordance with the standards of the PCAOB, have been prepared on a consistent basis (throughout

the period covered thereby), and are consistent with the books and records of Southern. The Required Financial Statements, as and when

delivered pursuant to Section 8.16, will present fairly, in all material respects, the financial condition, assets and liabilities

of Southern as of such dates and the results of operations of Southern for such periods set forth therein in accordance with Southern’s

standard historical accounting principles, policies and practices and will be prepared on a consistent basis (throughout the periods

covered thereby) and consistent with the books and records of Southern (the Initial Southern Financial Statements and the Required Financial

Statements, collectively, the “Southern Financial Statements”).

(b)

The Initial Southern Financial Statements were, and the Required Financial Statements (as and when delivered to the Company and DevvStream)

will be: (i) prepared from the books and records of Southern; and (ii) prepared in accordance with Southern’s standard historical

accounting principles, policies and practices, applied on a consistent basis throughout the periods involved (subject, in the case of

unaudited financial statements, to the absence of footnotes and normal year-end adjustments). Furthermore, the Initial Southern Financial

Statements fairly present, and the Required Financial Statements will fairly present, in all material respects, the financial position

of Southern as of the dates thereof and its results of operations and cash flows for the periods then ended (subject, in the case of

unaudited financial statements, to the absence of footnotes and normal year-end adjustments, none of which would be expected to be material

individually or in the aggregate).

(c)

The books of account and other financial records of Southern have been kept accurately in all material respects in the ordinary course

of business, and the transactions entered therein represent bona fide transactions.

(d)

Except as and to the extent reflected or reserved against in Southern Financial Statements or as incurred in connection with this Agreement,

Southern has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with Southern’s

standard historical accounting principles, policies and practices that are not adequately reflected or reserved on or provided for in

Southern Financial Statements, other than (i) Liabilities of the type required to be reflected on a balance sheet in accordance with

Southern’s standard historical accounting principles, policies and practices that have been incurred since the Latest Balance Sheet

Date in the ordinary course of business, (ii) Liabilities that are not, individually or in the aggregate, material in amount or (iii)

Liabilities incurred in connection with or as permitted by this Agreement, the Ancillary Documents or the Transactions. All debts and

Liabilities, fixed or contingent, which should be included in accordance with Southern’s standard historical accounting principles,

policies and practices on a balance sheet are included in all material respects in the Southern Financial Statements as of the date of

such Southern Financial Statements. Southern has no off-balance sheet arrangements.

(e)

Since its incorporation, Southern has not conducted any business activities other than activities directed toward the development of

the Plant.

4.8

Absence of Certain Changes. Since the Latest Balance Sheet Date, (a) Southern has conducted its business in the ordinary course

and consistent with past practice in all material respects and (b) Southern has not taken any action that, if taken after the date of

this Agreement and prior to the Closing, would require the consent of the Company and DevvStream pursuant to Section 8.3.

4.9

Compliance with Laws. Southern is not, and since its incorporation has never been, in material conflict or material non-compliance

with, or in material default or violation of any applicable Laws. Since its formation, Southern (i) has not received any written or,

to the Knowledge of Southern, oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable

Laws by which it or any of its respective properties, assets, employees or other individual service providers (solely in such individuals’

capacity as service providers to Southern), business, products or operations are or were bound or affected, (ii) has been subjected to

any investigation by a Governmental Authority regarding any actual or alleged violation of or failure on the part of Southern to comply

with any applicable Law, (iii) has had claims filed against it with any Governmental Authority alleging any failure by Southern to comply

with applicable Law and (iv) has not made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any

alleged act or omission arising under or relating to any noncompliance with any applicable Law, in the case of clauses (i) through (iii),

except as would not, or would not reasonably be expected to, be material to Southern.

4.10

Southern Permits Southern holds all material licenses and Permits necessary to lawfully own, lease and conduct in all material

respects their respective business as presently conducted and to own, lease and operate their respective assets and properties (collectively,

the “Southern Permits”). All the Southern Permits are in full force and effect and not subject to, or, to the Knowledge

of Southern, threatened to be subject to, any revocation or modification Proceeding, or any suspension or termination, as a result of,

or in connection with, the consummation of the Transactions, and Southern is conducting business in compliance in all material respects

with the Southern Permits. Southern is not in violation in any material respect of the terms of the Southern Permits, and no Proceeding

is pending or, to the Knowledge of Southern, threatened, to suspend, revoke, withdraw, modify or limit any such Southern Permit in a

manner that has had or would reasonably be expected to have a material impact on the ability of Southern, as applicable, to use such

Southern Permit or conduct its business, as applicable.

4.11

Carbon Credits. Southern has not, as of the date hereof, created any security interest or encumbrance in any Carbon Credits

that are presently owned, or in the future will be owned, by Southern, in favor of any third party.

4.12

Litigation. Since Southern’s incorporation, there have been, and there are, no Actions or Orders of any nature currently

pending or, to Southern’s Knowledge, threatened against Southern, and no such Action or Order has been brought against Southern,

or any of its current or former directors, officers or securityholders, business, equity securities, or assets, or employees or other

individual service providers in their capacities as such that would, individually or in the aggregate, be material to Southern.

4.13

Material Contracts.

(a)

Section 4.13(a) of the Southern Disclosure Schedules sets forth a true, correct and complete list of the Southern Material Contracts,

as of the date hereof, a true, correct and complete copy (including written summaries of oral Contracts) of which, in each case, has

been made available to the Company and DevvStream. For purposes of this Agreement, “Southern Material Contract” means

any contract, together with each Southern Benefit Plan that is a Contract, to which Southern is a party or by which Southern or any of

its properties or assets are bound or affected that:

(i)

contains covenants that limit or restrict the ability of Southern (A) to compete in any line of business or with any Person or in any

geographic area or to sell, receive or provide any service or product or solicit any Person, including any non-competition covenants,

non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or similar provision with respect

to any Person or (B) to purchase or acquire an interest in any other Person;

(ii)

involves any joint venture, partnership or similar agreement;

(iii)

relates to the voting or control of the equity interests of Southern or the election of directors of Southern (other than the Organizational

Documents of Southern);

(iv)

evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of Southern having an outstanding principal amount

in excess of $50,000;

(v)

involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess

of $100,000 or shares or other equity interests of Southern or another Person;

(vi)

relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other

entity or its business or material assets or the sale of Southern, its business or material assets;

(vii)

by its terms, individually or with all related Contracts, is reasonably expected to call for aggregate payments or receipts by Southern

or any of its Subsidiaries under such Contract or Contracts of at least $200,000 per year or $1,000,000 in the aggregate;

(viii)

is any carbon streaming agreement;

(ix)

is any strategic partnership agreement;

(x)

is with (A) any Governmental Authority or (B) any Southern Related Person;

(xi)

is a settlement, conciliation or similar agreement pursuant to which the Southern will have any material outstanding obligation after

the date of this Agreement;

(xii)

provides for any severance, retention, transaction or change in control bonus or equity, equity-based or phantom equity arrangement;

(xiii)

obligates Southern to provide continuing indemnification or a guarantee of obligations that would be expected to result in payments to

a third party after the date hereof in excess of $100,000;

(xiv)

provides for the employment or engagement of any director, officer, employee or individual service provider, excluding offer letters

providing for at-will employment that can be terminated without any post-termination Liabilities;

(xv)

is a Labor Agreement;

(xvi)

obligates Southern to make any capital commitment or expenditure in excess of $100,000 (including pursuant to any joint venture);

(xvii)

(A) entered into with any third-party broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion,

market research, marketing consulting and advertising partner or service provider and (B) are material to the business of Southern;

(xviii)

provides for any guaranty, direct or indirect, of any obligation of a third party (other than Southern);

(xix)

constitutes a lease or master lease of personal property reasonably likely to result in annual payments of $25,000 or more in a 12-month

period;

(xx)

constitutes any contract providing for (A) the grant of any preferential rights of first offer or first refusal to purchase or lease

any material asset of Southern or (B) any exclusive right to sell or distribute, or otherwise relating to the sale or distribution of,

any product or service of Southern;

(xxi)

establishes any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation,

creation, operation, management or control of any joint venture, partnership or limited liability company;

(xxii)

constitutes any Contract that obligates Southern to make any loans, advances or capital contributions to, or investments in, any Person

other than any loan or capital contribution to, or investment in, (A) Southern, (B) any Person (other than an officer, director or employee

of Southern) that is less than $1,000,000 to such Person or (C) any officer, director or employee of Southern that is less than $50,000

to such person;

(xxiii)

constitutes any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, all or substantially

all of the assets or stock of other persons;

(xxiv)

constitutes any Southern IP Agreements (other than agreements for Off-the-Shelf Software);

(xxv)

provides any third party a power of attorney;

(xxvi)

relates to the future disposition or acquisition by Southern of (A) any business (whether by merger, consolidation or other business

combination, sale of securities, sale of assets or otherwise) or (B) any material assets or properties, except for any agreement related

to the Transactions; or

(xxvii)

involves the payment of any earnout or similar contingent payment on or after the date of this Agreement.

(b)

With respect to the Southern Material Contracts: (i) each Southern Material Contract is valid and binding and enforceable in all respects

against Southern and, to the Knowledge of Southern, each other party thereto, and is in full force and effect (except, in each case,

as such enforcement may be limited by the Enforceability Exceptions); (ii) the consummation of the Transactions will not affect the validity

or enforceability of the Southern Material Contracts; (iii) neither Southern is in breach or default in any material respect, and to

the Knowledge of Southern, no condition or event has occurred that with the passage of time or giving of notice or both would constitute

a material breach or default by Southern, or permit termination or acceleration by the other party thereto, under such Southern Material

Contract; (iv) to the Knowledge of Southern, no other party to such Southern Material Contract is in breach or default in any material

respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a material breach

or default by such other party, or permit termination or acceleration by Southern, under such Southern Material Contract; (v) Southern

has not received neither written nor, to Southern’s Knowledge, oral notice of an intention by any party to any such Southern Material

Contract that provides for a continuing obligation by any party thereto to terminate such Southern Material Contract or amend the terms

thereof, other than modifications in the ordinary course of business that, individually or in aggregate, are not reasonably expected

to adversely affect Southern in any material respect; and (vi) Southern has not waived any of its respective material rights under any

such Southern Material Contract.

4.14

Intellectual Property.

(a)

Section 4.14(a) of the Southern Disclosure Schedules sets forth: (i) all registered Patents, Trademarks, Copyrights and Internet

Assets and applications owned by Southern or otherwise used or held for use by Southern in which Southern is the owner, applicant or

assignee (“Southern Registered IP”); and (ii) all material unregistered Intellectual Property, including proprietary

Software, owned or purported to be owned by Southern (for material Trade Secrets, only a general description shall be disclosed).

(b)

Section 4.14(b) of the Southern Disclosure Schedules sets forth all material Intellectual Property licenses, sublicenses and other

agreements or permissions (“Southern IP Licenses”) (other than Off-the-Shelf Licenses, which are not required to be

listed, although such licenses are “Southern IP Licenses” as that term is used herein), under which Southern is a

licensee or otherwise is authorized to use or practice or have rights to any Intellectual Property of any Person that is (i) incorporated

into, or used in the authorship, invention, development, delivery, hosting or distribution of, the Southern Products; or (ii) used or

held for use by Southern in the conduct of its business.

(c)

Southern either owns or has valid and enforceable rights under a Southern IP License to use all Intellectual Property that is necessary

and sufficient for, or used or held for use by Southern in, the conduct of its business, in each case free and clear of any Liens (other

than Permitted Liens). All of the Southern Registered IP is in full force and effect, subsisting, valid and enforceable. Southern (i)

is the sole and exclusive owner of all right, title and interest in and to the Owned IP, in each case free and clear of any Liens (other

than Permitted Liens); and (ii) has a valid and enforceable license or other rights to use all Licensed IP. Southern has not dedicated

to the public or otherwise allowed to fall into the public domain any material Owned IP.

(d)

Southern has provided the Company and DevvStream with true and complete copies of all material Southern IP Agreements, including all

modifications, amendments and supplements thereto and waivers thereunder. Neither Southern nor, to the Knowledge of Southern, any other

party thereto is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under,

or intention to terminate (including by non-renewal), any Southern IP Agreement. Southern has entered into binding, valid and enforceable,

written Contracts with each current and former employee and independent contractor who is or was involved in or has contributed to the

invention, creation, or development of any Intellectual Property during the course of employment or engagement with Southern whereby

such employee or independent contractor (i) acknowledges Southern’s exclusive ownership of all Intellectual Property invented,

created, or developed by such employee or independent contractor within the scope of his or her employment or engagement with Southern;

(ii) grants to Southern a present, irrevocable assignment of any ownership interest such employee or independent contractor may have

in or to such Intellectual Property, to the extent such Intellectual Property does not constitute a “work made for hire”

under applicable Law; and (iii) irrevocably waives any right or interest, including any moral rights, regarding any such Intellectual

Property, to the extent permitted by applicable Law. All material assignments and other instruments necessary to establish, record and

perfect Southern’s ownership interest in the Southern Registered IP have been validly executed, delivered and filed with the relevant

Governmental Authorities and authorized registrars. Neither the execution, delivery or performance of this Agreement, nor the consummation

of the Transactions, will result in the loss or impairment of, or require the consent of any other Person in respect of, Southern’s

right to own or use any Intellectual Property.

(e)

The Southern IP Licenses include all of the material licenses, sublicenses and other agreements or permissions necessary to operate Southern

as presently conducted.

(f)

No Action is pending or, to Southern’s Knowledge, threatened against Southern that challenges the validity, enforceability, ownership

or right to use, sell, license or sublicense, or that otherwise relates to, any Intellectual Property currently licensed, used or held

for use by the Southern, nor, to the Knowledge of Southern, is there any reasonable basis for any such Action. Since incorporation, Southern

has not received any written or, to the Knowledge of Southern, notice or claim asserting or suggesting that any infringement, misappropriation,

violation, dilution or unauthorized use of the Intellectual Property of any other Person is or may be occurring or has or may have occurred,

as a consequence of the business activities of Southern, nor to the Knowledge of Southern is there any reasonable basis therefor. There

are no Orders to which Southern is a party or its otherwise bound that (i) restrict the rights of Southern to use, transfer, license

or enforce any Intellectual Property owned by Southern, (ii) restrict the conduct of the business of Southern in order to accommodate

a third Person’s Intellectual Property or (iii) grant any third Person any right with respect to any Intellectual Property owned

by Southern. Southern is not currently infringing, or has, since incorporation, infringed, misappropriated or violated any Intellectual

Property of any other Person in connection with the ownership, use or license of any Intellectual Property owned or purported to be owned

by Southern or, to the Knowledge of Southern, otherwise in connection with the conduct of the businesses of Southern. To Southern’s

Knowledge, no third party is currently, or in the past five (5) years has been, infringing upon, misappropriating or otherwise violating

any Intellectual Property owned, licensed by, licensed to or otherwise used or held for use by Southern.

(g)

No funding from any Governmental Authority or facilities of a university, college, other educational institution or non-profit organization

was used in the development of the Owned IP, and no Governmental Authority, university, college, other educational institution or non-profit

organization has a claim or right to claim title to any Owned IP.

(h)

(i)

Southern has taken steps consistent with generally accepted industry standards, and in any event no less than all commercially reasonable

steps, to safeguard and maintain the secrecy and confidentiality of all Trade Secrets included in the Owned IP.

(ii)

Southern has not authorized the disclosure of any Trade Secret included in the Owned IP, nor has any such Trade Secret been disclosed,

in each case other than pursuant to a written and enforceable non-disclosure agreement.

(iii)

There has been no misappropriation of any Trade Secret included in the Owned IP or breach of any obligations of confidentiality with

respect to such Trade Secrets.

(i)

Neither the execution, delivery nor performance of this Agreement or any other agreements referred to in this Agreement nor the consummation

of any of the Transactions will, with or without notice or lapse of time, directly result in: (i) a loss of or an Lien on any Owned IP;

(ii) a breach of or default under, or right to terminate or suspend performance of, any Southern IP Agreement; (iii) the release, disclosure

or delivery of any Trade Secrets within the Owned IP by or to any escrow agent or other Person; (iv) the grant, assignment or transfer

to any other Person of any license or other right or interest under, to or in any Owned IP. Southern will own all right, title and interest

in and to, or otherwise have a license to, all Owned IP and Licensed IP on identical terms and conditions as Southern enjoyed immediately

prior to the Closing.

(j)

The Source Code for Software within the Owned IP and the Source Code for Software included in all Southern Products (A) has at all times

been maintained in confidence, and has been disclosed only to employees and consultants having a “need to know” the contents

thereof in connection with the performance of their duties and who are bound by confidentiality obligations of customary scope with respect

to Source Code; and (B) has not been delivered, licensed or made available to any escrow agent or other Person, and Southern does not

have any duty or obligation to deliver, license or make available such Source Code to any escrow agent or other Person.

(k)

Southern has not (i) used any Open Source Software in such a way that (A) obligates Southern to make any Software within the Owned IP

available free of charge, available in source code form, or reverse engineerable, (B) grants or purports to grant to any third Person

any rights or immunities under any Intellectual Property within the Owned IP, or (C) requires any Southern Products or any portion thereof,

to be subject to a Copyleft License; or (ii) contributed any Software within the Owned IP to an open source project or made any such

Software available to any other Person under an open source license.

(l)

The Southern Products do not contain any malicious or surreptitious code or device, such as a virus, worm, time or logic bomb, disabling

device, Trojan horse or other malicious or surreptitious code designed to: (i) disrupt or damage any licensee’s use of the Southern

Products or related computer systems; (ii) erase, destroy or corrupt any licensee’s files or data; or (iii) bypass any technical

security measure, or masquerade as compliant, so as to obtain access to any of licensee’s hardware or software in contravention

of such technical security measures.

(m)

Southern owns or has a valid license in all of the Southern Systems necessary to operate the business of Southern as currently conducted.

Southern has taken commercially reasonable measures to protect and maintain the security of the Southern Systems and all information

stored or contained therein from any unauthorized use, access, interruption or modification by any Person. The Southern Systems (i) operate

and perform in all material respects in accordance with their documentation and as required by the business of Southern as currently

conducted; (ii) have not suffered any material persistent substandard performance, breakdown or failure since Southern’s incorporation;

(iii) are free from any material defects; (iv) do not contain any virus, Software or hardware component designed to permit unauthorized

access or to disable or otherwise harm or disable any System whether automatically with the passage of time or under the positive control

of a Person; (v) are in good repair and operating condition and are adequate and suitable (including with respect to working condition,

license seats, performance and capacity) for the purposes for which they are currently being used; and (vi) are sufficient to operate

the business of Southern after the Closing in substantially the same manner as conducted in the twelve (12) months prior to the Closing

and constitute all of the Systems reasonably necessary to conduct the business of Southern as currently conducted.

4.15

Taxes and Returns.

(a)

Southern has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it (taking into account all

available extensions properly obtained), which such Tax Returns are true, accurate, correct and complete in all material respects, and

has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld.

Southern has complied in all material respects with all applicable Laws relating to Taxes.

(b)

There is no Action currently pending or threatened in writing against Southern by a Governmental Authority in a jurisdiction where it

does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(c)

There are no claims, assessments, audits, examinations, investigations or other Actions by any Taxing Authority in progress or pending

against Southern in respect of any Tax, and Southern has not been notified in writing, or to the Knowledge of Southern, orally, of any

proposed Tax claims or assessments against Southern (other than, in each case, claims or assessments for which adequate reserves in the

Southern Financial Statements have been established in accordance with Southern’s standard historical accounting principles, policies

and practices) or that any such audit, examination, investigation or other Action is contemplated.

(d)

Southern does not have any liability for Taxes of any other Person (i) under any Tax indemnity, Tax sharing or Tax allocation agreement

or any other contractual obligation (excluding for this purpose, agreements entered into in the ordinary course of business the primary

purpose of which is not related to Taxes, such as leases, licenses or credit agreements), (ii) arising from the application of U.S. Treasury

Regulations Section 1.1502-6 or any analogous provision of state, local or non-U.S. Law or (iii) as a transferee or successor, by Contract

(excluding for this purpose, Contracts entered into in the ordinary course of business the primary purpose of which is not related to

Taxes, such as leases, licenses or credit agreements) or by operation of Law.

(e)

There are no Liens with respect to any Taxes upon any of Southern’s assets, other than Liens described in clause (a) of the definition

of Permitted Liens.

(f)

Southern has collected or withheld all material Taxes currently required to be collected or withheld by it, and all such Taxes have been

paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due.

(g)

Southern has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There

are no outstanding requests by Southern for any extension of time within which to file any Tax Return or within which to pay any Taxes

shown to be due on any Tax Return.

(h)

Southern has not made any change in accounting methods (except as required by a change in Law) or received a ruling from, or signed an

agreement with, any Taxing Authority that would reasonably be expected to have a material impact on its Taxes following the Closing.

(i)

Southern is not, nor has ever been, a member of an “affiliated group” as defined in Section 1504(a) of the Code or any affiliated,

combined, unitary, consolidated or similar group under state, local or non-U.S. Law.

(j)

Southern has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning

of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying (or intended to qualify) in whole or in part for tax-free

treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code) or Section 361

of the Code.

(k)

Southern is, and has been since its incorporation, treated as a corporation for U.S. federal (and applicable state and local) income

Tax purposes and, through the date of this Agreement, is a Tax resident only in its jurisdiction of formation.

(l)

Southern (and the Company and its Affiliates) will not be required to include any material item of income in, or exclude any material

item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any of

the following that occurred or existed on or prior to the Closing (in each case where there is a reference to the Code or Treasury Regulations,

including any corresponding or similar provision of state, local or non-U.S. legal or regulatory requirements): (i) an installment sale

or open transaction, (ii) a prepaid amount received or deferred revenue recognized outside the ordinary course of business, (iii) an

intercompany item under Treasury Regulations Section 1.1502-13 or an excess loss account under Treasury Regulations Section 1.1502-19,

or (iv) a change in or use of an improper accounting method, including pursuant to Section 481 of the Code.

(m)

No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local

or non-U.S. legal or regulatory requirements), private letter rulings, technical advice memoranda or similar agreements or rulings have

been requested, entered into or issued by any Taxing Authority with respect to Southern which agreement or ruling would be effective

after the Closing Date (or, for the avoidance of doubt, that would require Southern (or the Company or any of its Affiliates) to include

any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof)

ending after the Closing Date).

(n)

Southern has not: (i) consented to extend the time in which any Tax may be assessed or collected by any Taxing Authority (other than

ordinary course extensions of time to file Tax Returns), which extension is still in effect; or (ii) entered into or been a party to

any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2).

(o)

Southern has not taken or agreed to take any action, and does not intend to or plan to take any action, or has any knowledge of any fact

or circumstance that could reasonably be expected to prevent the Transactions from qualifying for the Intended US Tax Treatment (with

the exception of any actions specifically contemplated by this Agreement).

4.16

Real Property.

(a) The leases set forth on Section 4.16(a) of the Southern Disclosure Schedule (the “Southern

Leases”) are the only Contracts pursuant to which Southern leases any real property. Southern is not a party to, or under any

agreement to become a party to, any lease with respect to real property other than the Southern Leases, copies of which have been provided

to the Company and DevvStream. Each Southern Lease is in good standing, creates a good and valid leasehold estate in the leased properties

thereby demised and is in full force and effect without amendment, except as set forth on Section 4.16(a) of the Southern Disclosure

Schedules. With respect to each Southern Lease, (a) such Southern Lease (or a notice in respect of such Southern Lease) has been properly

registered in the appropriate land registry office, (b) all rents and additional rents have been paid, (c) no waiver, indulgence or postponement

of the lessee’s obligations has been granted by the lessor, (d) there exists no event of default or event, occurrence, condition

or act (including the purchase of the Southern Shares) which, with the giving of notice, the lapse of time or the happening of any other

event or condition, would become a default under such Southern Lease and (e) to the knowledge of Southern, all of the covenants to be

performed by any other party under such Southern Lease have been fully performed.

(b)

Each of the leased properties is adequate and suitable for the purposes for which it is presently being used and Southern has adequate

rights of ingress and egress into each of the leased properties for the operation of the business in the ordinary course. Section

4.16(b) of the Southern Disclosure Schedules sets forth all of the Southern Leases setting out, in respect of each Southern Lease,

a description of the leased premises (by municipal address and proper legal description), the term of the Southern Lease, the rental

payments under such Southern Lease (specifying any breakdown of base rent and additional rents), any rights of renewal and the term thereof,

and any restrictions on assignment, change of control of Southern or amalgamation.

4.17

Personal Property. Each item of Personal Property that is currently owned, used or leased by Southern with a book value or

fair market value of greater than Twenty-Five Thousand Dollars ($25,000) is set forth on Section 4.17 of the Southern Disclosure

Schedules, along with, to the extent applicable, a list of lease agreements, lease guarantees, security agreements and other agreements

related thereto, including all amendments, terminations and modifications thereof or waivers thereto (“Southern Personal Property

Leases”). Except as would not be material to the Southern, or as set forth in Section 4.17 of the Southern Disclosure

Schedules, all such items of Personal Property are in good operating condition and repair (reasonable wear and tear excepted consistent

with the age of such items) and are suitable for their intended use in the business of Southern. The operation of Southern’s business

as it is now conducted or presently proposed to be conducted is not in any material respect dependent upon the right to use the Personal

Property of Persons other than Southern, except for such Personal Property that is owned, leased or licensed by or otherwise contracted

to Southern. The Southern Personal Property Leases are valid, binding and enforceable in accordance with their terms and are in full

force and effect. No event has occurred that (whether with or without notice, lapse of time or both or the happening or occurrence of

any other event) would constitute a material default on the part of Southern or, to the Knowledge of Southern, any other party under

any of the Southern Personal Property Leases, and Southern has not received notice of any such condition.

4.18

Title to and Sufficiency of Assets. Southern has good and marketable title to, or, in the case of leased or subleased assets,

a valid leasehold interest in or right to use, all of its material assets, free and clear of all Liens other than (a) Permitted Liens,

(b) the rights of lessors under leasehold interests and (c) Liens set forth in the Southern Financial Statements (collectively, the “Southern

Assets”). The Southern Assets (including Intellectual Property rights and contractual rights) of Southern constitute all of

the material assets, rights and properties that are used in the operation of the business of Southern as it is now conducted or that

are used or held by Southern for use in the operation of the business of Southern.

4.19

Employee Matters.

(a)

Southern is not party to, or bound by, any Labor Agreement, and has never been party to, or bound by, any such Contract. There are no

unfair labor practice charges, material labor grievances, labor arbitrations, labor strikes, slowdowns, work stoppages, boycotts, picketing,

handbilling, lockouts, or other material labor disputes, or to Southern’s Knowledge threat of any of the foregoing, or, to Southern’s

Knowledge, union organizing activity or demand or petition for representation or certification, by or with respect to any of the employees

of Southern, and no such activities or disputes have occurred (including any representation or certification proceedings brought or filed

with the National Labor Relations Board or any other labor relations tribunal or authority) since Southern’s incorporation. No

employees of Southern are represented by any labor organization, labor or trade union, or works council with respect to their employment

with Southern. Southern has not engaged in any unfair labor practices since its incorporation. With respect to the Transactions, Southern

has satisfied in all material respects any pre-signing or, as of the Closing, pre-Closing notice, consultation or other obligations owed

to its employees or their representatives under applicable Law or Labor Agreement.

(b)

Southern is and since its incorporation has been in compliance in all material respects with all applicable Laws respecting labor, employment

and employment practices, including Laws regarding terms and conditions of employment, health and safety, wages and hours, discrimination,

harassment, retaliation, whistleblowing, disability, labor relations, worker classification, Tax withholding, hours of work, payment

of wages and overtime wages, pay equity, immigration (including the completion of Forms I-9 and confirmation of visas), workers’

compensation, unemployment insurance, working conditions, equal opportunity, affirmative action, employee leave and other time off, COVID-19,

and employee terminations (including plant closures and layoffs), and has not received written or, to the Knowledge of Southern, oral

notice that there is any instance of noncompliance in any of the foregoing respects. Except as would not result in material liability

to Southern, Southern (i) has since its incorporation correctly classified all current and former exempt and non-exempt employees, individual

independent contractors, leased employees, and other non-employee service providers for all applicable purposes, (ii) is not liable for

any past due arrears of wages, salaries, premiums, commissions, bonuses, severance, termination payments, fees, or other compensation

due to current or former employees, independent contractors or other individual service providers of Southern since its incorporation

or any fine, Tax, interest or penalty for failure or delinquency to pay the foregoing and (iii) is not liable for any material payment

to any Governmental Authority with respect to unemployment or workers’ compensation benefits, social security or other benefits,

insurance, Taxes or obligations for employees, independent contractors or other individual service providers due since Southern’s

incorporation (other than routine payments to be made in the ordinary course of business and consistent with past practice). There are

no Actions pending or, to Southern’s Knowledge, threatened, and there have been no such Actions since Southern’s incorporation,

by or against Southern brought by or against any applicant for employment, any current or former employee, consultant, independent contractor

or other individual service provider, any Person alleging to be a current or former employee, contractor or individual service provider,

or any Governmental Authority or any other Person relating to violations of labor or employment Laws, or making any other allegation

relating to the employment of or services rendered by such Person including alleging breach of any express or implied contract of employment

or engagement, wrongful termination of employment or engagement, or alleging any other discriminatory, wrongful or tortious conduct in

connection with the employment or service relationship. To Southern’s Knowledge, (A) no employee or individual service provider

intends to terminate his or her employment with or services to Southern, and (B) no current or former employee or individual service

provider is in any material respect in violation of any employment agreement, nondisclosure obligation, fiduciary duty, restrictive covenant

or other obligation (I) owed to Southern or (II) owed to any third party with respect to such person’s right to be employed or

engaged by Southern.

(c)

Section 4.19(c) of Southern Disclosure Schedules sets forth a complete and accurate list of all employees and individual service

providers of Southern, as of the date hereof, including each such individual’s (i) name, (ii) job title or services description,

(iii) employing or engaging entity, (iv) work location, (v) compensation rate and method, (vi) hire or engagement date, (vii) status

as exempt or non-exempt from overtime requirements (for employees), (viii) leave status and (ix) accrued vacation or paid time off.

(d)

There has not at any time since Southern’s incorporation been any, and there is no pending or, to the Knowledge of Southern, threatened,

any allegation, investigation (including any internal investigation), complaint, lawsuit or Action concerning any Misconduct with respect

to any Company employee, contractor, or other service provider (and, where required, Southern has taken corrective action in response

to).

4.20

Benefit Plans.

(a)

“Southern Benefit Plan” means each Benefit Plan that is sponsored, maintained, contributed to or required to be contributed

by Southern or under which Southern has any liability or obligation (including any contingent liability or obligation).

(b)

Set forth on Section 4.20(b) of the Southern Disclosure Schedules is a true and complete list of each material Southern Benefit

Plan (other than any at-will offer letter that does not provide for equity-based or phantom equity awards, retention, change in control,

severance or termination benefits and is on the standard form of offer letter set forth on Section 4.20(b) of the Southern Disclosure

Schedules). With respect to each material Southern Benefit Plan, Southern has provided to Southern or its counsel true and complete copies,

to the extent applicable, of (i) each writing constituting a part of such Southern Benefit Plan, including all plan documents and amendments

thereto, or if not in writing, a summary of such Southern Benefit Plan, (ii) the most recent annual report (IRS Forms 5500 series), (iii)

any related trust documents and the most recent summary plan description distributed to participants (and any summaries of material modifications

thereto), and (iv) any non-routine correspondence with any Governmental Authority. Each Southern Benefit Plan that is intended to be

qualified within the meaning of Section 401(a) of the Code timely received a current, favorable determination, advisory or opinion letter

from the IRS, and, to the Southern’s Knowledge, nothing has occurred that could reasonably be expected to adversely affect the

qualified status of any such Southern Benefit Plan.

(c)

No Southern Benefit Plan is, and Southern does not sponsor, maintain or contribute to (or have any obligation to contribute to), or have

any liability under or with respect to any: (i) “defined benefit plan” (as defined in Section 3(35) of ERISA) or any plan

that is or was subject to Title IV of ERISA or Section 412 or 430 of the Code, (ii) “multiemployer plan,” as defined in Section

3(37) of ERISA, (iii) “multiple employer plan” within the meaning of Section 413(c) of the Code or Section 210 of ERISA,

or (iv) “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). Southern does not have any Liability

on account of being considered a single employer under Section 414 of the Code with any other Person. No Southern Benefit Plan provides,

and Southern does not have any obligation to provide, retiree or post-employment health or life insurance or any other retiree or post-employment

welfare-type benefits to any Person other than as required under Section 4980B of the Code or any similar state Law and for which the

covered Person pays the full cost of coverage.

(d)

With respect to each Southern Benefit Plan: (i) such Southern Benefit Plan is and has at all times been operated, maintained, funded

and administered in all material respects in accordance with its terms, and applicable Laws; (ii) there have been no “prohibited

transactions” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA that are not otherwise exempt under

Section 408 of ERISA; (iii) no material Action is pending, or to Southern’s Knowledge, threatened (other than routine claims for

benefits arising in the ordinary course of administration); and (iv) all material contributions, distributions, reimbursements and premiums

due through the Closing Date have been timely made and all such amounts for any period ending on or before the Closing Date that are

not yet due have been made or properly accrued on the Southern Financial Statements. Southern has not incurred (whether or not assessed)

or is reasonably expected to incur or to be subject to, any material Tax or other penalty with respect to the reporting requirements

under Sections 6055 and 6056 of the Code, as applicable, or under Section 4980B, 4980D or 4980H of the Code.

(e)

Neither the execution and delivery of this Agreement nor the consummation of the Transactions could (either alone or in combination with

another event) (i) result in any payment or benefit, or increase in the amount of any compensation or benefits due, to any current or

former employee, officer, director or other individual service provider of Southern; (ii) result in the acceleration of the time of payment

or vesting, or trigger any payment or funding of any compensation or benefits due to any current or former employee, officer, director

or other individual service provider of Southern; (iii) except as required under the terms of this Agreement or by applicable Law, restrict

the ability of Southern to merge, amend or terminate any material Southern Benefit Plan; (iv) result in the forgiveness of any employee

or service provider loan; or (v) result in the payment of any amount (whether in cash or property or the vesting of property) that could,

individually or in combination with any other such payment, constitute an “excess parachute payment” (within the meaning

of Section 280G(b)(1) of the Code). No person is entitled to receive, and Southern does not have any current or contingent obligation

to provide, any payment (including any tax gross-up or other payment), indemnification, reimbursement or otherwise be made whole from

Southern as a result of the imposition of any excise taxes required by any applicable Laws, including under Section 4999 or Section 409A

of the Code (or any corresponding provisions of state, local or foreign Tax law).

(f)

Each Southern Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section

409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and administered in all respects in operational compliance

with, and is in all respects in documentary compliance with, Section 409A of the Code and all IRS guidance promulgated thereunder, and

no amount under any such plan, agreement or arrangement is, has been or could reasonably be expected to be subject to any additional

Tax, interest or penalties under Section 409A of the Code.

4.21

Environmental Matters.

(a)

Southern has, since incorporation have been, in compliance in all material respects with all applicable Environmental Laws, including

obtaining, maintaining, and complying in all material respects with all Permits required under Environmental Laws for the operation of

its business and the occupation of its properties and facilities.

(b)

Southern has not received any Order, notice or written report from any Governmental Authority regarding any actual or alleged material

violation of, or material Liability under, Environmental Laws.

(c)

Southern has not treated, stored, arranged for or permitted the disposal of, transported, handled, distributed, exposed any person to

or Released Hazardous Materials, including on any property owned, or operated on, by Southern and no such property owned or operated

on by Southern is contaminated by Hazardous Materials, in each case so as to give rise to any Environmental Liabilities of Southern.

(d)

Southern is not party to any Contract pursuant to which Southern provided an indemnity with respect to, or has otherwise become subject

to (either by Contract or operation of Law), any Environmental Liability of any other Person under Environmental Laws or relating to

Hazardous Materials.

(e)

Southern has provided to the Company and DevvStream all environmental audits, assessments and reports and other material environmental,

health or safety documents relating to Southern’s past or current properties, facilities or operations on Southern’s properties

and facilities that are in Southern’s possession or, to the Knowledge of Southern, under its reasonable control.

4.22

Related Person Transactions. Except as set forth on Section 4.22 of the Southern Disclosure Schedules, neither Southern

nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of Southern or any of its Affiliates,

nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of

the foregoing, a “Southern Related Person”) is presently, or since Southern’s incorporation, has been, a party

to any transaction with Southern, including any Contract or other arrangement (a) providing for the furnishing of services by (other

than as officers, directors or employees of Southern), (b) providing for the rental of real property or Personal Property from or (c)

otherwise requiring payments to (other than for services or expenses as directors, officers or employees of Southern in the ordinary

course of business consistent with past practice) any Southern Related Person or any Person in which any Southern Related Person has

an interest as an owner, officer, manager, director, trustee or partner or in which any Southern Related Person has any direct or indirect

interest.

4.23

Insurance.

(a)

A list of all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held

by Southern, as of the date hereof, relating to Southern or its business, properties, assets, directors, officers and employees, copies

of which have previously been made available to the Company and DevvStream is set forth on Section 4.23(a) of the Southern Disclosure

Schedules. All premiums due and payable under all such insurance policies have been timely paid and Southern is otherwise in material

compliance with the terms of such insurance policies and each such insurance policy (i) is legal, valid, binding, enforceable and in

full force and effect and (ii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms

following the Closing. Southern does not have any self-insurance or co-insurance programs. Since the date of Southern’s incorporation,

Southern has not received any notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or any

change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy or non-renewal

of a policy.

(b)

Southern has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except

where such failure to report such a claim would not be reasonably likely to be material to Southern. To the Knowledge of Southern, no

event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with or without notice or lapse of

time) give rise to or serve as a basis for the denial of any such material insurance claim. Since incorporation, Southern has not made

any claim against an insurance policy as to which the insurer is denying or has denied coverage.

4.24

Books and Records. All of the financial books and records of Southern are complete and accurate in all material respects and

have been maintained in the ordinary course of business consistent with past practice and in accordance with applicable Laws.

4.25

Certain Business Practices.

(a)

Neither Southern nor any of its respective officers, directors, employees or other individual service providers, nor to the Knowledge

of Southern, any agent or other third party representative acting on behalf of Southern, (a) is currently, or has been since incorporation:

(i) a Sanctioned Person; (ii) engaging in any dealings or transactions with or for the benefit of any Sanctioned Person or in any Sanctioned

Country; (iii) engaging in any export, reexport, transfer or provision of any goods, software, technology, data or service without, or

exceeding the scope of, any required or applicable licenses or authorizations under all applicable Ex-Im Laws; or (iv) otherwise in violation

of Trade Controls; or (b) has at any time (i) made or accepted any unlawful payment or given, received, offered, promised, or authorized

or agreed to give or receive, any money, advantage or thing of value, directly or indirectly, to or from any employee or official of

any Governmental Authority or any other Person in violation of Anti-Corruption Laws; or (ii) otherwise been in violation of any Anti-Corruption

Laws.

(b)

Southern has not received from any Governmental Authority or any Person any notice, inquiry, or internal or external allegation; made

any voluntary or involuntary disclosure to a Governmental Authority; or conducted any internal investigation or audit concerning any

actual or potential violation or wrongdoing in each case, related to Trade Controls or Anti-Corruption Laws.

(c)

Southern is not a “TID U.S. Business,” as such term is defined in 31 C.F.R. § 800.248.

4.26

Compliance with Privacy Laws, Privacy Policies and Certain Contracts.

(a)

Southern, and to the Knowledge of Southern, its officers, directors, employees, agents, subcontractors, vendors and other individual

service providers to whom Southern has given access to Personal Data, are and have been at all times, in compliance in all material respects

with (i) all applicable Privacy Laws, (ii) Southern’s privacy policies, (iii) all industry and self-regulatory standards governing

Personal Data, privacy, data security, and data protection to which Southern is bound or to which it purports to adhere (including, as

applicable, the Payment Card Industry Data Security Standard), and (iv) Southern’s contractual obligations concerning Personal

Data, privacy, data protection, cybersecurity, data security and the security of Southern’s information technology systems, and

neither the execution, delivery nor performance of this Agreement or any other agreements referred to in this Agreement nor the consummation

of any of the Transactions will, with or without notice or lapse of time, directly result in any violation of the foregoing clauses (i)–(iv)

in any material respect;

(b)

To the Knowledge of Southern, Southern has not experienced any material loss, damage or unauthorized access, use, disclosure, modification

or breach of security of Personal Data maintained by or on behalf of Southern (including, to the Knowledge of Southern, by any agent,

subcontractor or vendor of Southern); and

(c)

To the Knowledge of Southern, (i) no Person, including any Governmental Authority, has made any written claim or commenced any Proceeding

with respect to any violation of any Privacy Law by Southern; and (ii) Southern has not been given written notice of any criminal, civil

or administrative violation of any Privacy Law, in any case including any claim or Action with respect to any loss, damage or unauthorized

access, use, disclosure, modification or breach of security, of Personal Data maintained by or on behalf of Southern (including by any

agent, subcontractor or vendor of Southern).

4.27

Investment Company Act. Southern is not an “investment company” or a Person directly or indirectly “controlled”

by or acting on behalf of an “investment company,” or required to register as an “investment company,” in each

case within the meaning of the Investment Company Act.

4.28

Finders and Brokers. Except as set forth on Section 4.28 of the Southern Disclosure Schedules, Southern does not have

any Liability in connection with this Agreement or the Ancillary Documents, or the Transactions, that would result in the obligation

of Southern, or any of its Affiliates, to pay any finder’s fee, brokerage or agent’s commissions or other like payments.

4.29

Independent Investigation. Southern has conducted its own independent investigation, review and analysis of the business,

results of operations, prospects, condition (financial or otherwise) or assets of the Company and DevvStream and acknowledges that it

has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of

the Company and DevvStream for such purpose. Southern acknowledges and agrees that: (a) in making its decision to enter into this Agreement,

the Ancillary Documents to which it is a party and to consummate the Transactions, it has relied solely upon its own investigation and

the express representations and warranties of Southern Merger Sub and DevvStream Merger Sub set forth in Article V, DevvStream

set forth in Article VI (including the related portions of the DevvStream Disclosure Schedules) and the Company set forth in Article

VII (including the related portions of the Company Disclosure Schedule) and in any certificate delivered to Southern by the Company,

DevvStream, Southern Merger Sub or DevvStream Merger Sub pursuant hereto; and (b) neither the Company, DevvStream nor any of their Representatives

has made any representation or warranty, express or implied, as to the Company, DevvStream, Southern Merger Sub or DevvStream Merger

Sub, this Agreement, the Transactions, or any information or materials regarding the foregoing furnished or made available to Southern,

except as expressly set forth in Article V, Article VI and Article VII of this Agreement (including the related

portions of the Company Disclosure Schedules and DevvStream Disclosure Schedules) or in any certificate delivered to Southern by the

Company, DevvStream, Southern Merger Sub or DevvStream Merger Sub pursuant hereto.

4.30

Information Supplied. None of the information supplied or to be supplied by Southern expressly for inclusion or incorporation

by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing

made with any Governmental Authority or stock exchange with respect to the Transactions; (b) in the Registration Statement; or (c) in

the Company Proxy Statement, the DevvStream Circular and other mailings or other distributions to the Company Shareholders, Southern

Shareholders, DevvStream Shareholders or prospective investors with respect to the consummation of the Transactions or in any amendment

to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, including

on the Closing Date, contain or will contain any untrue statement of a material fact or omit to state any material fact required to be

stated therein or necessary in order to make the statements therein, other than in the case of the Registration Statement, in light of

the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by Southern expressly

for inclusion or incorporation by reference in any press release or filing will, when filed or distributed, as applicable, contain any

untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the

statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Southern

does not make any representation, warranty or covenant with respect to any information supplied by or on behalf of the Company, DevvStream

or their respective Affiliate.

Article

REPRESENTATIONS

AND WARRANTIES OF THE MERGER SUBS

The

Company hereby represents and warrants to Southern and DevvStream that, with respect to the Merger Subs each of the following representations

are true and correct as of the date of this Agreement and as of the Closing Date (except, as to any representations and warranties that

specifically relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date):

5.1

Organization and Standing. Each Merger Sub is a corporation duly incorporated, validly existing and in good standing under

the laws of the State of Delaware and will have all requisite corporate power and authority to own, lease and operate its properties

and to carry on its business as now being conducted. Each Merger Sub is duly qualified or licensed and in good standing to do business

in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by

it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing has not

and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Merger

Sub to enter into this Agreement or consummate the Transactions (a “Merger Sub Material Adverse Effect”). Neither

Merger Sub is in violation of any provision of its Organizational Documents in any material respect.

5.2

Authorization; Binding Agreement. Each Merger Sub has all requisite corporate power and authority to execute and deliver this

Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the

Transactions. The execution and delivery of this Agreement and each Ancillary Document to which such Merger Sub is a party and the consummation

of the Transactions have been duly and validly authorized by the Board of Directors of such Merger Sub and the Company (in its capacity

as sole shareholder of such Merger Sub) in accordance with such Merger Sub’s Organizational Documents and applicable Law and no

other corporate proceedings, other than as set forth elsewhere in this Agreement, on the part of such Merger Sub are necessary to authorize

the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions. This

Agreement has been, and each Ancillary Document to which a Merger Sub is a party shall be when delivered, duly and validly executed and

delivered by such Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents

by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of such Merger

Sub, enforceable against such Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

5.3

Governmental Approvals. No Consent of or with any Governmental Authority on the part of either Merger Sub is required to be

obtained or made in connection with the execution, delivery or performance by such Merger Sub of this Agreement and each Ancillary Document

to which it is a party or the consummation by such Merger Sub of the Transactions, other than (a) such filings as are contemplated by

this Agreement, including those necessary for the Required Regulatory Approvals, (b) any filings required with Nasdaq, Nasdaq Sweden

or the SEC with respect to the Transactions, (c) applicable requirements, if any, of the Securities Act, the Exchange Act, or any state

“blue sky” securities Laws, and the rules and regulations thereunder, and (d) where the failure to obtain or make such Consents

or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Merger Sub Material

Adverse Effect.

5.4

Non-Contravention. The execution and delivery by each Merger Sub of this Agreement and each Ancillary Document to which it

is a party, the consummation by such Merger Sub of the Transactions, and compliance by such Merger Sub with any of the provisions hereof

and thereof, will not (a) contravene, conflict with or violate any provision of such Merger Sub’s Organizational Documents, (b)

subject to obtaining the Consents from Governmental Authorities referred to in Section 5.3 hereof, and the waiting periods referred to

therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate in any

respect any Law, Order or Consent applicable to such Merger Sub, or any of its properties or assets, except for violations that would

not prevent or delay the consummation of the Transactions or (c) (i) violate, conflict with or result in a material breach of, (ii) result

in a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) give rise to any right

of termination, cancellation or acceleration under, (iv) give rise to any obligation to make payments or provide compensation under,

or (v) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of such Merger Sub under,

any of the terms, conditions or provisions of any Contract to which such Merger Sub is a party or by which such Merger Sub or any of

its assets may be bound, except in each case which would not, individually or in the aggregate, reasonably be expected to have a Merger

Sub Material Adverse Effect.

5.5

Capitalization.

(a)

Prior to giving effect to the Merger, each Merger Sub is authorized to issue up to 1,000 shares of common shares, par value $0.0001,

of which one common share is issued and outstanding in the name of the Company. Prior to giving effect to the Transactions, neither Merger

Sub has ever had any Subsidiaries or owned any equity interests in any other Person.

(b)

Except as set forth in its Organizational Documents, neither Merger Sub (i) has any obligation to issue, sell or transfer any equity

securities of such Merger Sub, (ii) is party or subject to any contract that affects or relates to voting or giving of written consents

with respect to, or the right to cause the redemption, or repurchase of, any equity interests of such Merger Sub, (iii) has granted any

registration rights or information rights to any other Person, (iv) has granted any phantom shares and there are no voting or similar

agreements entered into by such Merger Sub that relate to its capital or equity interests, (v) has any outstanding bonds, debentures,

notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for voting interests of such

Merger Sub or equity interests of such Merger Sub) with the owner or holder of such Merger Sub on any matter or any agreements to issues

such bonds, debentures, notes or other obligations and (vi) has any outstanding contractual obligations to provide funds to, or make

any investment (other than in connection with the Transactions) in, any other Person.

5.6

Merger Sub Activities.

(a)

Since incorporation, neither Merger Sub has engaged in any business activities other than as contemplated by this Agreement and activities

incident to the preservation of its existence, does not own directly or indirectly any ownership, equity, profits or voting interest

in any Person and has no assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to

which it is a party and the Merger.

(b)

Each Merger Sub was formed solely for the purpose of effecting the Transactions.

(c)

Other than this Agreement and the Ancillary Documents to which it is a party, neither Merger Sub is party to or bound by any Contract

or any agreement or understanding whereby it would have material interests, rights, obligations or Liabilities with respect to another

transaction that is, or would reasonably be interpreted as constituting, a merger, business combination or other similar transaction.

Except for the Transactions, neither Merger Sub owns or has a right to acquire, directly or indirectly, any interest or investment (whether

equity or debt) in any Person.

5.7

Compliance with Laws. Neither Merger Sub is, and since the date of its formation, has been, in conflict or non-compliance

with, or in default or violation of, any Laws applicable to it. Neither Merger Sub has, since the date of its formation, received any

written or oral notice of, or, to its knowledge, is under investigation with respect to, any material conflict or non-compliance with,

or material default or violation of, any applicable Laws by which it is or was bound.

5.8

Actions; Orders. There is no material Action pending or, to the knowledge of either Merger Sub, threatened against or affecting

such Merger Sub, and there is no Action that either Merger Sub has pending against any other Person. Neither Merger Sub is subject to

any Orders of any Governmental Authority, nor, to the knowledge of either Merger Sub, are any such Orders pending.

5.9

Transactions with Related Parties. There are no transactions, Contracts or understandings between either Merger Sub, on the

one hand, and any (a) present or former director, officer or employee or Affiliate of such Merger Sub, or any immediate family member

of any of the foregoing, or (b) record or beneficial owner of more than five percent (5%) of such Merger Sub’s outstanding capital

stock as of the date hereof, on the other hand.

5.10

Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission

from either Merger Sub or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on

behalf of such Merger Sub.

5.11

Investment Company Act. Neither Merger Sub is an “investment company” or a Person directly or indirectly controlled

by or acting on behalf of a person subject to registration and regulation as an “investment company,” in each case within

the meanings of the Investment Company Act.

5.12

Taxes. Neither Merger Sub has taken or agreed to take any action, and does not intend to or plan to take any action, or has

any knowledge of any fact or circumstance that could reasonably be expected to prevent the Transactions from qualifying for the Intended

US Tax Treatment (with the exception of any actions specifically contemplated by this Agreement).

5.13

Independent Investigation. Each Merger Sub has conducted its own independent investigation, review and analysis of the business,

results of operations, prospects, condition (financial or otherwise) or assets of Southern and DevvStream and acknowledges that it has

been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Southern

and DevvStream for such purpose. Each Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement,

the Ancillary Documents to which it is a party and to consummate the Transactions, it has relied solely upon its own investigation and

the express representations and warranties of Southern set forth in Article IV and DevvStream set forth in Article VI of this Agreement

(including the related portions of the Southern Disclosure Schedules and the DevvStream Disclosure Schedules); and (b) none of Southern,

DevvStream, or any of their respective Representatives have made any representation or warranty as to Southern, DevvStream, this Agreement,

the Transactions, or any information or materials regarding the foregoing furnished or made available to such Merger Sub, except as expressly

set forth in Article IV and Article VI of this Agreement (including the related portions of the Southern Disclosure Schedules

and the DevvStream Disclosure Schedules).

Article

REPRESENTATIONS

AND WARRANTIES OF DEVVSTREAM

Except

as set forth in (a) the disclosure schedules delivered by DevvStream to the Company and Southern on the date hereof (the “DevvStream

Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to

which they refer or (b) as disclosed in the DevvStream SEC Documents publicly filed or furnished prior to the date of this Agreement

and after November 6, 2024 (other than disclosures in the “Risk Factors” section of any such filings and any disclosure of

risks included in any “forward-looking statements” disclaimer contained in any such filings, in each case, to the extent

such disclosures are predictive, cautionary or forward-looking in nature) to the extent the relevance of such disclosure as an exception

to (or disclosure for the purpose of) a representation or warranty is reasonably apparent, DevvStream hereby represents and warrants

to the Company and Southern that each of the following representations are true and correct as of the date of this Agreement and as of

the Closing Date (except, as to any representations and warranties that specifically relate to an earlier date, in which case such representations

and warranties were true and correct as of such earlier date):

6.1

Organization and Standing. DevvStream is a corporation duly organized, validly existing and in good standing under the Laws

of the Province of Alberta, and has the requisite corporate power and capacity to own, lease and operate its properties and to carry

on its business as now being conducted. DevvStream is duly qualified or licensed and in good standing to do business in each jurisdiction

in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification

or licensing necessary, except where the failure to be so qualified or licensed or in good standing has not and would not, individually

or in the aggregate, reasonably be expected to have (i) a Material Adverse Effect on DevvStream or (ii) a material adverse effect on

the ability of DevvStream to enter into this Agreement or consummate the Transactions (clause (i) or (ii), a “DevvStream Material

Adverse Effect”). DevvStream has heretofore made available (including via the DevvStream SEC Documents) to the Parties accurate

and complete copies of its Organizational Documents, as currently in effect as of the date hereof. DevvStream is not in violation of

any provision of its Organizational Documents in any material respect. DevvStream is not the subject of any bankruptcy, dissolution,

liquidation, reorganization or similar proceeding.

6.2

Authorization; Binding Agreement.

(a)

DevvStream has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which

it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, subject to the receipt of the

Required DevvStream Shareholder Approval and the Letter of Authorization. The execution and delivery of this Agreement and each Ancillary

Document to which DevvStream is or is required to be a party and the consummation of the Transactions (i) have been duly and validly

authorized by the DevvStream Board in accordance with DevvStream’s Organizational Documents, any applicable Law or any Contract

to which DevvStream is a party or by which it or its securities are bound and (ii) no other corporate proceedings, other than as set

forth elsewhere in this Agreement, on the part of DevvStream are necessary to authorize the execution and delivery of this Agreement

and each Ancillary Document to which it is a party or to consummate the Transactions except for obtaining Required DevvStream Shareholder

Approval.

(b)

The DevvStream Board has (acting upon the unanimous recommendation of the DevvStream Special Committee) by resolutions duly adopted at

a meeting duly called and held, as of the date of this Agreement (i) determined that this Agreement, the Domestication, the DevvStream

Merger and the other Transactions are advisable, fair to, and in the best interests of, the DevvStream Shareholders, (ii) approved, among

other things, this Agreement and the Ancillary Documents to which it is a party and the Transactions, including the Domestication and

the DevvStream Merger, on the terms and subject to the conditions of this Agreement and in accordance with applicable Law and (iii) resolved

to recommend that the DevvStream Shareholders vote in favor of the Domestication and the DevvStream Merger. The DevvStream Shareholders

are the only DevvStream Securityholders entitled to vote on the DevvStream Resolutions. Except for the Required DevvStream Shareholder

Approval, no additional approval or vote of any holders of voting or other equity interests of DevvStream would then be necessary to

approve and adopt this Agreement and the Ancillary Documents and approve the Transactions.

(c)

This Agreement has been, and each Ancillary Document to which DevvStream is a party shall be, when delivered, duly and validly executed

and delivered by DevvStream and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document

by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of

DevvStream, enforceable against DevvStream in accordance with its terms, subject to the Enforceability Exceptions.

6.3

Governmental Approvals. Except as described in Section 6.3 of the DevvStream Disclosure Schedules, no Consent of or

with any Governmental Authority on the part of DevvStream is required to be obtained or made in connection with the execution, delivery

or performance by DevvStream of this Agreement each Ancillary Document to which it is a party or the consummation by DevvStream of the

Transactions, other than (a) such filings and approvals as expressly contemplated by this Agreement, including the filing of the Merger

Certificates and those necessary for the Required Regulatory Approvals, (b) any filings and approvals required with the SEC, Nasdaq and

other applicable Canadian securities regulatory authorities with respect to the Transactions, (c) applicable requirements, if any, of

the Securities Act, the Exchange Act, or any state “blue sky” securities Laws, and the rules and regulations thereunder,

(d) a post-closing notification pursuant to the Investment Canada Act, (e) in connection with the Domestication and (f) where the failure

to obtain or make such Consents or to make such filings or notifications, would not, individually or in the aggregate, reasonably be

expected to have a DevvStream Material Adverse Effect.

6.4

Non-Contravention. Except as otherwise described in Section 6.4 of the DevvStream Disclosure Schedules, the execution

and delivery by DevvStream of this Agreement and each Ancillary Document to which it is a party, the consummation by DevvStream of the

Transactions, and compliance by DevvStream with any of the provisions hereof and thereof, will not (a) contravene or conflict with or

violate any provision of DevvStream’s Organizational Documents, (b) contravene or conflict with or constitute a violation of any

provisions of Law or Order binding upon or applicable to DevvStream or (c) subject to obtaining the Consents from Governmental Authorities

referred to in Section 6.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent

or waiver having been satisfied, conflict with or violate in any material respect any Law, Order or Consent applicable to DevvStream,

or any of its properties or assets, except for violations that would not prevent or delay the consummation of the Transactions, or (d)(i)

violate, conflict with or result in a breach of, (ii) result in a default (or an event which, with notice or lapse of time or both, would

constitute a material default) under, (iii) give rise to any right of termination, cancellation or acceleration under, (iv) give rise

to any obligation to make material payments or provide material compensation under, (v) result in the creation of any Lien (other than

Permitted Liens) upon any of the properties or assets of DevvStream under, (vi) give rise to any obligation to obtain any material third

party Consent or provide any notice to any Person or (vii) give any Person the right to declare a default, exercise any remedy, claim

a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any

right, benefit, obligation or other term under, any of the terms, conditions or provisions of any DevvStream Material Contract except,

in each case, where such conflict, violation, breach, default, termination, cancellation, modification, acceleration, obligation, creation,

or default would not, individually or in the aggregate, reasonably be expected to have a DevvStream Material Adverse Effect.

6.5

Capitalization.

(a)

As of the date hereof, DevvStream is authorized to issue an unlimited number of Pre-Domestication DevvStream Common Shares, of which

13,246,840 are issued and outstanding as at the date hereof and an unlimited number of shares of preferred stock, issuance in series,

of which none are issued and outstanding as of the date hereof. All outstanding DevvStream Shares are, or when issued in connection with

the Domestication, shall be duly authorized, are fully paid and nonassessable and are not subject to or issued in violation of any purchase

option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law,

or any Contract to which DevvStream is a party or by which it or its securities are bound. DevvStream does not hold any shares or other

equity interests of DevvStream in its treasury. None of the outstanding DevvStream Securities have been, and after the Domestication,

will be issued in violation of any applicable securities Law.

(b)

Except as set forth on Section 6.5(b) of the DevvStream Disclosure Schedules, there are no outstanding or authorized options,

warrants, puts, calls, restricted stock, restricted stock units, phantom stock, profit participation rights, equity appreciation rights,

phantom equity rights, other equity or equity-based awards or other similar rights with respect to DevvStream other than the DevvStream

Equity Incentive Plan.

(c)

Section 6.5(c) of the DevvStream Disclosure Schedules contains a complete and correct list, as of the date hereof, of (i) the

name of the holder of each such DevvStream Warrant, (ii) the number of DevvStream Shares underlying each such DevvStream Warrant, (iii)

the date on which each such DevvStream Warrant was granted, (iv) the exercise price of each DevvStream Warrant and (v) the expiration

date of each DevvStream Warrant.

(d)

Other than as set forth on Section 6.5(b), Section 6.5(c) and Section 6.5(d) of the DevvStream Disclosure Schedules,

as of the date hereof, there are no other equity or voting interests in, or any DevvStream Convertible Securities, or preemptive rights

or other outstanding rights, options, warrants, subscriptions, puts, calls, restricted stock, restricted stock units, phantom stock,

stock appreciation, profit participation, conversion rights or similar equity or equity-based rights, interests, agreements or commitments

of any rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which DevvStream

or, to the Knowledge of DevvStream, any of its shareholders is a party or bound relating to any equity securities of DevvStream, whether

or not outstanding

(e)

Except with respect to the DevvStream Support & Lock-Up Agreement, there are no voting trusts, proxies, shareholder agreements or

any other agreements or understandings with respect to the voting of DevvStream’s equity interests. Except as set forth in DevvStream’s

Certificate of Incorporation or as expressly set forth in this Agreement, there are no outstanding contractual obligations of DevvStream

to repurchase, redeem or otherwise acquire any equity interests or securities of DevvStream, nor has DevvStream granted any registration

rights to any Person with respect to DevvStream’s equity securities. All of the DevvStream Securities have been, and after the

Domestication, shall be granted, offered, sold and issued in compliance with all applicable securities Laws.

(f)

No equity interests of DevvStream are issuable, and no rights in connection with any interests, warrants, rights, options or other securities

of DevvStream accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise) as a result

of the Transactions.

(g)

Except as disclosed in the DevvStream Financial Statements, DevvStream has not declared or paid any distribution or dividend in respect

of its equity interests and has not repurchased, redeemed or otherwise acquired any equity interests of DevvStream, and the DevvStream

Board has not authorized any of the foregoing.

6.6

Subsidiaries.

(a)

Section 6.6(a) of the DevvStream Disclosure Schedules sets forth a true and complete list of the Subsidiaries of DevvStream, listing

for each Subsidiary its name, the jurisdiction of its formation or organization (as applicable) and its parent company (if wholly-owned)

or its owners (if not-wholly owned). Except as set forth on Section 6.6(a) of the DevvStream Disclosure Schedules, all of the

outstanding voting or other equity securities, as applicable, of each Subsidiary of DevvStream are duly authorized, validly issued, free

of preemptive rights, restrictions on transfer (other than restrictions under applicable federal, state and other securities Laws) and,

if applicable, fully paid and non-assessable, and are owned by DevvStream, whether directly or indirectly, free and clear of all Liens

(other than Permitted Liens)

(b)

Except as set forth on Section 6.6(b) of the DevvStream Disclosure Schedules, there are no options, warrants, convertible securities,

stock appreciation, phantom stock, stock-based performance unit, profit participation, restricted stock, restricted stock unit, other

equity-based compensation award or similar rights with respect to any Subsidiary of DevvStream and no rights, exchangeable securities,

securities, “phantom” rights, appreciation rights, performance units, commitments or other agreements obligating any Subsidiary

of DevvStream to issue or sell, or cause to be issued or sold, any equity securities of, or any other interest in, any Subsidiary of

DevvStream, including any security convertible or exercisable into equity securities of any Subsidiary of DevvStream. There are no Contracts

to which any Subsidiary of DevvStream is a party that require such Subsidiary of DevvStream to repurchase, redeem or otherwise acquire

any equity interests or securities convertible into or exchangeable for such equity securities or to make any investment in any other

Person.

(c)

DevvStream is not a participant in any joint venture, partnership or similar arrangement, except as set forth on Section 6.6(c)

of the DevvStream Disclosure Schedules

(d)

There are no outstanding contractual obligations of DevvStream to provide funds to, or make any investment (in the form of a loan, capital

contribution or otherwise) in, any other Person.

6.7

Financial Statements.

(a)

The DevvStream SEC Documents reflect the comparative audited consolidated balance sheet of DevvStream and its Subsidiaries as of July

31, 2025, and the related comparative audited consolidated statements of comprehensive loss, cash flows and members’ equity, together

with all related notes and schedules thereto, accompanied by the reports thereon of DevvStream’s independent auditor (such financial

statements, the “DevvStream Financial Statements”).

(b)

Except as set forth on Section 6.7(b) of the DevvStream Disclosure Schedules, the DevvStream Financial Statements (i) have been

prepared from the books and records of DevvStream and its Subsidiaries or their respective predecessors; (ii) shall have been prepared

in accordance with GAAP, applied on a consistent basis throughout the periods involved, except as may be indicated in the notes thereto

and subject, in the case of the unaudited DevvStream Financial Statements, to the absence of footnotes and year-end adjustments; and

(iii) fairly present, in all material respects, the consolidated financial position of DevvStream and its Subsidiaries as of the dates

thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited

DevvStream Financial Statements, to the absence of footnotes and year-end adjustments, none of which would be expected to be material

individually or in the aggregate).

(c)

The books of account and other financial records of DevvStream and its Subsidiaries have been kept accurately in all material respects

in the ordinary course of business, and the transactions entered therein represent bona fide transactions.

(d)

DevvStream and its Subsidiaries have devised and maintained a system of internal accounting policies and controls sufficient to provide

reasonable assurances that (i) transactions are executed in all material respects in accordance with management’s authorization;

(ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity GAAP and to maintain

accountability for assets; and (iii) the amount recorded for assets on the books and records of DevvStream and each of its Subsidiaries

is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively,

“DevvStream Internal Controls”).

(e)

DevvStream has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material

weakness in the system of DevvStream Internal Controls utilized by DevvStream or any of its Subsidiaries; (ii) any fraud that involves

DevvStream’s or any of its Subsidiaries’ management or other employees who have a role in the preparation of financial statements

or the DevvStream Internal Controls utilized by DevvStream or any of its Subsidiaries; or (iii) any claim or allegation regarding any

of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the DevvStream Internal

Controls over financial reporting that would reasonably be expected to materially and adversely affect DevvStream’s, or any of

its Subsidiaries’, ability to record, process, summarize and report financial information.

(f)

Except as set forth on Section 6.7(f) of the DevvStream Disclosure Schedules or to the extent reflected or reserved against in

the DevvStream Financial Statements or as incurred in connection with this Agreement, neither DevvStream nor any of its Subsidiaries

has incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP with respect

to the DevvStream Financial Statements that are not adequately reflected or reserved on or provided for in the DevvStream Financial Statements

other than (i) Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP, as applicable, that have

been incurred since the Latest Balance Sheet Date in the ordinary course of business or (ii) Liabilities that are not, individually or

in the aggregate, material in amount or (iii) Liabilities incurred in connection or as permitted by this Agreement, the Ancillary Documents

or the Transactions. All debts and Liabilities, fixed or contingent, which should be included under GAAP on a balance sheet are included

in all material respects in the DevvStream Financial Statements as of the date of such DevvStream Financial Statements. DevvStream has

no off-balance sheet arrangements.

6.8

Absence of Certain Changes. Except as set forth on Section 6.8 of the DevvStream Disclosure Schedules, since the Latest

Balance Sheet Date, (a) DevvStream and each of its Subsidiaries have conducted their respective business in the ordinary course and consistent

with past practice in all material respects and (b) neither DevvStream nor any of its Subsidiaries has taken any action that, if taken

after the date of this Agreement and prior to the Closing, would require the consent of the Company and Southern pursuant to Section

8.2.

6.9

Securities Laws. DevvStream is a “reporting issuer” under securities Laws in each of the provinces of Alberta,

British Columbia and Ontario and is not in default under the securities Laws of such provinces. The issued and outstanding DevvStream

Shares are listed for trading on Nasdaq and are not listed for trading on any other securities exchange as a result of any application

made by DevvStream. Except as set forth on Section 6.9 of the DevvStream Disclosure Schedules, DevvStream is not in default of

any material requirements of any securities Laws or the rules and policies of Nasdaq (including applicable continued listing requirements

of such DevvStream Shares and corporate governance rules), and DevvStream has not received any written deficiency notice from the Nasdaq

relating to the continued listing requirements of such DevvStream Shares.

6.10

Compliance with Laws and Carbon Standards. Except as set forth on Section 6.10 of the DevvStream Disclosure Schedules,

neither DevvStream nor any of its Subsidiaries is, and since its incorporation has ever been, in material conflict or material non-compliance

with, or in material default or violation of any applicable Laws or applicable Carbon Standards. Since their respective formation, neither

DevvStream nor any of its Subsidiaries, (i) has received any written or, to the Knowledge of DevvStream or any of its Subsidiaries, oral

notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it or any of

its respective properties, assets, employees or other individual service providers (solely in such individuals’ capacity as service

providers to DevvStream), business, products or operations are or were bound or affected, (ii) has been subjected to any investigation

by a Governmental Authority regarding any actual or alleged violation of or failure on the part of DevvStream or any of its Subsidiaries

to comply with any applicable Law, (iii) has had claims filed against it or any of its Subsidiaries with (A) any Governmental Authority

alleging any failure by DevvStream or any of its Subsidiaries to comply with applicable Law or (B) any Registry alleging any failure

with respect to the Carbon Credits transacted by DevvStream or any of its Subsidiaries to comply with applicable Carbon Standards, (iv)

has not had its access or Registry Account suspended in respect of any relevant Registry and (v) has not made a voluntary, directed,

or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance

with any applicable Law, in the case of clauses (i) through (iii), except as would not, or would not reasonably be expected to, be material

to DevvStream or any of its Subsidiaries.

6.11

DevvStream Permits and Registry Accounts. DevvStream and its Subsidiaries hold all material licenses and Permits necessary

to lawfully own, lease and conduct in all material respects their respective business as presently conducted, including necessary Registry

Accounts on any relevant Registry, and to own, lease and operate their respective assets and properties (collectively, the “DevvStream

Permits”). All the DevvStream Permits and Registry Accounts are in full force and effect and not subject to, or, to the Knowledge

of DevvStream, threatened to be subject to, any revocation or modification Proceeding, or any suspension or termination, as a result

of, or in connection with, the consummation of the Transactions, and DevvStream and its Subsidiaries are conducting business in compliance

in all material respects with the DevvStream Permits, any Carbon Standard under which any of the Carbon Credits that are transacted by

DevvStream or its Subsidiaries are certified, and the requirements of each relevant Registry. Neither DevvStream nor its Subsidiaries

is in violation in any material respect of the terms of the DevvStream Permits, and no Proceeding is pending or, to the Knowledge of

DevvStream or any of its Subsidiaries, threatened, to suspend, revoke, withdraw, modify or limit any such DevvStream Permit in a manner

that has had or would reasonably be expected to have a material impact on the ability of DevvStream or any of its Subsidiaries, as applicable,

to use such DevvStream Permit or conduct its business, as applicable.

6.12

Carbon Credits. Neither DevvStream nor any of its Subsidiaries have, as of the date hereof, created any security interest

or encumbrance in any Carbon Credits that are presently owned, or in the future will be owned, by DevvStream or such Subsidiary, in favor

of any third party.

6.13

Litigation. Except as set forth on Section 6.13 of the DevvStream Disclosure Schedules, since DevvStream’s incorporation,

there have been, and there are, no Actions or Orders of any nature currently pending or, to DevvStream’s Knowledge, threatened

against DevvStream or any of its Subsidiaries, and no such Action or Order has been brought against DevvStream or any of its Subsidiaries,

or any of their respective current or former directors, officers or securityholders, business, equity securities, or assets, or employees

or other individual service providers in their capacities as such that would, individually or in the aggregate, be material to DevvStream

or any of its Subsidiaries, taken as a whole.

6.14

Material Contracts.

(a)

Section 6.14(a) of the DevvStream Disclosure Schedules sets forth a true, correct and complete list of the DevvStream Material

Contracts, as of the date hereof, a true, correct and complete copy (including written summaries of oral Contracts) of which, in each

case, has been made available to the Company and Southern. For purposes of this Agreement, “DevvStream Material Contract”

means any contract, together with each DevvStream Benefit Plan that is a Contract, to which DevvStream is a party or by which DevvStream,

any of its Subsidiaries, or any of its properties or assets are bound or affected that:

(i)

contains covenants that limit or restrict the ability of DevvStream or any of its Subsidiaries (A) to compete in any line of business

or with any Person or in any geographic area or to sell, receive or provide any service or product or solicit any Person, including any

non-competition covenants, non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or

similar provision with respect to any Person or (B) to purchase or acquire an interest in any other Person;

(ii)

involves any joint venture, partnership or similar agreement;

(iii)

relates to the voting or control of the equity interests of DevvStream or any of its Subsidiaries or the election of directors of DevvStream

or any of its Subsidiaries (other than the Organizational Documents of DevvStream and any of its Subsidiaries);

(iv)

evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of DevvStream having an outstanding principal

amount in excess of $50,000;

(v)

involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess

of $100,000 or shares or other equity interests of DevvStream or another Person;

(vi)

relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other

entity or its business or material assets or the sale of DevvStream, its business or material assets;

(vii)

by its terms, individually or with all related Contracts, is reasonably expected to call for aggregate payments or receipts by DevvStream

or any of its Subsidiaries under such Contract or Contracts of at least $200,000 per year or $1,000,000 in the aggregate;

(viii)

is any carbon streaming agreement;

(ix)

is any strategic partnership agreement;

(x)

is with (A) any Governmental Authority or (B) any DevvStream Related Person;

(xi)

is a settlement, conciliation or similar agreement pursuant to which DevvStream or any of its Subsidiaries will have any material outstanding

obligation after the date of this Agreement;

(xii)

provides for any severance, retention, transaction or change in control bonus or equity, equity-based or phantom equity arrangement;

(xiii)

obligates DevvStream or any of its Subsidiaries to provide continuing indemnification or a guarantee of obligations that would be expected

to result in payments to a third party after the date hereof in excess of $100,000;

(xiv)

provides for the employment or engagement of any director, officer, employee or individual service provider, excluding offer letters

providing for at-will employment that can be terminated without any post-termination Liabilities;

(xv)

is a Labor Agreement;

(xvi)

obligates DevvStream or any of its Subsidiaries to make any capital commitment or expenditure in excess of $100,000 (including pursuant

to any joint venture);

(xvii)

(A) entered into with any third-party broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion,

market research, marketing consulting and advertising partner or service provider and (B) are material to the business of DevvStream

or any of its Subsidiaries;

(xviii)

provides for any guaranty, direct or indirect, of any obligation of a third party (other than DevvStream);

(xix)

constitutes a lease or master lease of personal property reasonably likely to result in annual payments of $25,000 or more in a 12-month

period;

(xx)

constitutes any contract providing for (A) the grant of any preferential rights of first offer or first refusal to purchase or lease

any material asset of DevvStream or any of its Subsidiaries or (B) any exclusive right to sell or distribute, or otherwise relating to

the sale or distribution of, any product or service of DevvStream or any of its Subsidiaries;

(xxi)

establishes any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation,

creation, operation, management or control of any joint venture, partnership or limited liability company;

(xxii)

constitutes any Contract that obligates DevvStream or any of its Subsidiaries to make any loans, advances or capital contributions to,

or investments in, any Person other than any loan or capital contribution to, or investment in, (A) DevvStream or one of its wholly owned

Subsidiaries, (B) any Person (other than an officer, director or employee of DevvStream or any of its Subsidiaries) that is less than

$1,000,000 to such Person or (C) any officer, director or employee of DevvStream or any of its Subsidiaries that is less than $50,000

to such person;

(xxiii)

constitutes any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, all or substantially

all of the assets or stock of other persons;

(xxiv)

constitutes any DevvStream IP Agreements (other than agreements for Off-the-Shelf Software);

(xxv)

provides any third party a power of attorney;

(xxvi)

relates to the future disposition or acquisition by DevvStream or any of its Subsidiaries of (A) any business (whether by merger, consolidation

or other business combination, sale of securities, sale of assets or otherwise) or (B) any material assets or properties, except for

any agreement related to the Transactions; or

(xxvii)

involves the payment of any earnout or similar contingent payment on or after the date of this Agreement.

(b)

With respect to DevvStream Material Contracts: (i) each DevvStream Material Contract is valid and binding and enforceable in all respects

against DevvStream and, to the Knowledge of DevvStream, each other party thereto, and is in full force and effect (except, in each case,

as such enforcement may be limited by the Enforceability Exceptions); (ii) the consummation of the Transactions will not affect the validity

or enforceability of DevvStream Material Contracts; (iii) neither DevvStream nor any of its Subsidiaries is in breach or default in any

material respect, and to the Knowledge of DevvStream, no condition or event has occurred that with the passage of time or giving of notice

or both would constitute a material breach or default by DevvStream or any of its Subsidiaries, or permit termination or acceleration

by the other party thereto, under such DevvStream Material Contract; (iv) to the Knowledge of DevvStream, no other party to such DevvStream

Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving

of notice or both would constitute such a material breach or default by such other party, or permit termination or acceleration by DevvStream

or any of its Subsidiaries, under such DevvStream Material Contract; (v) DevvStream and its Subsidiaries have received neither written

nor, to DevvStream’s Knowledge, oral notice of an intention by any party to any such DevvStream Material Contract that provides

for a continuing obligation by any party thereto to terminate such DevvStream Material Contract or amend the terms thereof, other than

modifications in the ordinary course of business that, individually or in aggregate, are not reasonably expected to adversely affect

DevvStream or any of its Subsidiaries in any material respect; and (vi) neither DevvStream nor any of its Subsidiaries has waived any

of their respective material rights under any such DevvStream Material Contract.

6.15

Intellectual Property.

(a)

Section 6.15(a) of the DevvStream Disclosure Schedules sets forth: (i) all registered Patents, Trademarks, Copyrights and Internet

Assets and applications owned by DevvStream or otherwise used or held for use by DevvStream or any of its Subsidiaries in which DevvStream

or any of its Subsidiaries is the owner, applicant or assignee (“DevvStream Registered IP”); and (ii) all material

unregistered Intellectual Property, including proprietary Software, owned or purported to be owned by DevvStream or any of its Subsidiaries

(for material Trade Secrets, only a general description shall be disclosed).

(b)

Section 6.15(b) of the DevvStream Disclosure Schedules sets forth all material Intellectual Property licenses, sublicenses and

other agreements or permissions (“DevvStream IP Licenses”) (other than “shrink wrap,” “click wrap,”

and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the

public generally with license, maintenance, support and other fees of less than $50,000 per year (collectively, “Off-the-Shelf

Software”), which are not required to be listed, although such licenses are “DevvStream IP Licenses” as that term

is used herein), under which DevvStream or any of its Subsidiaries is a licensee or otherwise is authorized to use or practice or have

rights to any Intellectual Property of any Person that is (i) incorporated into, or used in the authorship, invention, development, delivery,

hosting or distribution of, the DevvStream Products; or (ii) used or held for use by DevvStream in the conduct of its business.

(c)

DevvStream and its Subsidiaries either own or have valid and enforceable rights under a DevvStream IP License to use all Intellectual

Property that is necessary and sufficient for, or used or held for use by DevvStream in, the conduct of its business, in each case free

and clear of any Liens (other than Permitted Liens). All of the DevvStream Registered IP is in full force and effect, subsisting, valid

and enforceable. DevvStream or its Subsidiaries, as applicable, (i) is the sole and exclusive owner of all right, title and interest

in and to the Owned IP, in each case free and clear of any Liens (other than Permitted Liens); and (ii) has a valid and enforceable license

or other rights to use all Licensed IP. Neither DevvStream nor any of its Subsidiaries has dedicated to the public or otherwise allowed

to fall into the public domain any material Owned IP.

(d)

DevvStream and its Subsidiaries have provided the Company and Southern with true and complete copies of all material DevvStream IP Agreements,

including all modifications, amendments and supplements thereto and waivers thereunder. Neither DevvStream, any of its Subsidiaries nor,

to the Knowledge of DevvStream, any other party thereto is, or is alleged to be, in breach of or default under, or has provided or received

any notice of breach of, default under, or intention to terminate (including by non-renewal), any DevvStream IP Agreement. DevvStream

or its Subsidiaries, as applicable, have entered into binding, valid and enforceable, written Contracts with each current and former

employee and independent contractor who is or was involved in or has contributed to the invention, creation, or development of any Intellectual

Property during the course of employment or engagement with DevvStream or any of its Subsidiaries, as applicable, whereby such employee

or independent contractor (i) acknowledges DevvStream’s exclusive ownership of all Intellectual Property invented, created, or

developed by such employee or independent contractor within the scope of his or her employment or engagement with DevvStream or any of

its Subsidiaries, as applicable; (ii) grants to DevvStream or any of its Subsidiaries, as applicable, a present, irrevocable assignment

of any ownership interest such employee or independent contractor may have in or to such Intellectual Property, to the extent such Intellectual

Property does not constitute a “work made for hire” under applicable Law; and (iii) irrevocably waives any right or interest,

including any moral rights, regarding any such Intellectual Property, to the extent permitted by applicable Law. All material assignments

and other instruments necessary to establish, record and perfect DevvStream’s ownership interest in the DevvStream Registered IP

have been validly executed, delivered and filed with the relevant Governmental Authorities and authorized registrars. Neither the execution,

delivery or performance of this Agreement, nor the consummation of the Transactions, will result in the loss or impairment of, or require

the consent of any other Person in respect of, DevvStream’s right to own or use any Intellectual Property.

(e)

The DevvStream IP Licenses include all of the material licenses, sublicenses and other agreements or permissions necessary to operate

DevvStream and its Subsidiaries as presently conducted.

(f)

No Action is pending or, to DevvStream’s Knowledge, threatened against DevvStream or any of its Subsidiaries that challenges the

validity, enforceability, ownership or right to use, sell, license or sublicense, or that otherwise relates to, any Intellectual Property

currently licensed, used or held for use by DevvStream or any of its Subsidiaries, nor, to the Knowledge of DevvStream, is there any

reasonable basis for any such Action. Since incorporation, neither DevvStream nor any of its Subsidiaries has received any written or,

to the Knowledge of DevvStream, notice or claim asserting or suggesting that any infringement, misappropriation, violation, dilution

or unauthorized use of the Intellectual Property of any other Person is or may be occurring or has or may have occurred, as a consequence

of the business activities of DevvStream or any of its Subsidiaries, nor to the Knowledge of DevvStream is there any reasonable basis

therefor. There are no Orders to which DevvStream or any of its Subsidiaries is a party or its otherwise bound that (i) restrict the

rights of DevvStream or any of its Subsidiaries to use, transfer, license or enforce any Intellectual Property owned by DevvStream, (ii)

restrict the conduct of the business of DevvStream or any of its Subsidiaries in order to accommodate a third Person’s Intellectual

Property or (iii) grant any third Person any right with respect to any Intellectual Property owned by DevvStream or any of its Subsidiaries.

Neither DevvStream nor any of its Subsidiaries is currently infringing, or has, since incorporation, infringed, misappropriated or violated

any Intellectual Property of any other Person in connection with the ownership, use or license of any Intellectual Property owned or

purported to be owned by DevvStream or any of its Subsidiaries or, to the Knowledge of DevvStream, otherwise in connection with the conduct

of the respective businesses of DevvStream and its Subsidiaries. To DevvStream’s Knowledge, no third party is currently, or in

the past five (5) years has been, infringing upon, misappropriating or otherwise violating any Intellectual Property owned, licensed

by, licensed to or otherwise used or held for use by DevvStream or any of its Subsidiaries.

(g)

No funding from any Governmental Authority or facilities of a university, college, other educational institution or non-profit organization

was used in the development of the Owned IP, and no Governmental Authority, university, college, other educational institution or non-profit

organization has a claim or right to claim title to any Owned IP.

(h)

(i)

DevvStream and its Subsidiaries have taken steps consistent with generally accepted industry standards, and in any event no less than

all commercially reasonable steps, to safeguard and maintain the secrecy and confidentiality of all Trade Secrets included in the Owned

IP.

(ii)

Neither DevvStream nor any of its Subsidiaries has authorized the disclosure of any Trade Secret included in the Owned IP, nor has any

such Trade Secret been disclosed, in each case other than pursuant to a written and enforceable non-disclosure agreement.

(iii)

There has been no misappropriation of any Trade Secret included in the Owned IP or breach of any obligations of confidentiality with

respect to such Trade Secrets.

(i)

Neither the execution, delivery nor performance of this Agreement or any other agreements referred to in this Agreement nor the consummation

of any of the Transactions will, with or without notice or lapse of time, directly result in: (i) a loss of or an Lien on any Owned IP;

(ii) a breach of or default under, or right to terminate or suspend performance of, any DevvStream IP Agreement; (iii) the release, disclosure

or delivery of any Trade Secrets within the Owned IP by or to any escrow agent or other Person; (iv) the grant, assignment or transfer

to any other Person of any license or other right or interest under, to or in any Owned IP. (v) DevvStream will own all right, title

and interest in and to, or otherwise have a license to, all Owned IP and Licensed IP on identical terms and conditions as DevvStream

enjoyed immediately prior to the Closing.

(j)

The Source Code for Software within the Owned IP and the Source Code for Software included in all DevvStream Products (A) has at all

times been maintained in confidence, and has been disclosed only to employees and consultants having a “need to know” the

contents thereof in connection with the performance of their duties and who are bound by confidentiality obligations of customary scope

with respect to Source Code; and (B) has not been delivered, licensed or made available to any escrow agent or other Person, and neither

DevvStream nor any of its Subsidiaries has any duty or obligation to deliver, license or make available such Source Code to any escrow

agent or other Person.

(k)

Neither DevvStream nor any of its Subsidiaries has (i) used any Open Source Software in such a way that (A) obligates DevvStream to make

any Software within the Owned IP available free of charge, available in source code form, or reverse engineerable, (B) grants or purports

to grant to any third Person any rights or immunities under any Intellectual Property within the Owned IP, or (C) requires any DevvStream

Products or any portion thereof, to be subject to a Copyleft License; or (ii) contributed any Software within the Owned IP to an open

source project or made any such Software available to any other Person under an open source license.

(l)

The DevvStream Products do not contain any malicious or surreptitious code or device, such as a virus, worm, time or logic bomb, disabling

device, Trojan horse or other malicious or surreptitious code designed to: (i) disrupt or damage any licensee’s use of the DevvStream

Products or related computer systems; (ii) erase, destroy or corrupt any licensee’s files or data; or (iii) bypass any technical

security measure, or masquerade as compliant, so as to obtain access to any of licensee’s hardware or software in contravention

of such technical security measures.

(m)

DevvStream and its Subsidiaries own or have a valid license in all of the DevvStream Systems necessary to operate the business of DevvStream

and its Subsidiaries as currently conducted. DevvStream and its Subsidiaries have taken commercially reasonable measures to protect and

maintain the security of the DevvStream Systems and all information stored or contained therein from any unauthorized use, access, interruption

or modification by any Person. The DevvStream Systems (i) operate and perform in all material respects in accordance with their documentation

and as required by the business of DevvStream and its Subsidiaries as currently conducted; (ii) have not suffered any material persistent

substandard performance, breakdown or failure since DevvStream’s incorporation; (iii) are free from any material defects; (iv)

do not contain any virus, Software or hardware component designed to permit unauthorized access or to disable or otherwise harm or disable

any System whether automatically with the passage of time or under the positive control of a Person; (v) are in good repair and operating

condition and are adequate and suitable (including with respect to working condition, license seats, performance and capacity) for the

purposes for which they are currently being used; and (vi) are sufficient to operate the business of DevvStream and its Subsidiaries

after the Closing in substantially the same manner as conducted in the twelve (12) months prior to the Closing and constitute all of

the Systems reasonably necessary to conduct the business of DevvStream and its Subsidiaries as currently conducted.

6.16

Taxes and Returns.

(a)

DevvStream and each of its Subsidiaries have timely filed, or caused to be timely filed, all material Tax Returns required to be filed

by it (taking into account all available extensions properly obtained), which such Tax Returns are true, accurate, correct and complete

in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required

to be paid, collected or withheld. DevvStream and each of its Subsidiaries have complied in all material respects with all applicable

Laws relating to Taxes.

(b)

There is no Action currently pending or threatened in writing against DevvStream or any of its Subsidiaries by a Governmental Authority

in a jurisdiction where DevvStream or such Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(c)

There are no claims, assessments, audits, examinations, investigations or other Actions by any Taxing Authority in progress or pending

against DevvStream or any of its Subsidiaries in respect of any Tax, and neither DevvStream nor any of its Subsidiaries has been notified

in writing, or to the Knowledge of DevvStream, orally, of any proposed Tax claims or assessments against it (other than, in each case,

claims or assessments for which adequate reserves in the DevvStream Financial Statements have been established in accordance with GAAP

for DevvStream Financial Statements delivered as of the date hereof) or that any such audit, examination, investigation or other Action

is contemplated.

(d)

Neither DevvStream nor any of its Subsidiaries has any liability for Taxes of any Person (other than DevvStream and its Subsidiaries)

(i) under any Tax indemnity, Tax sharing or Tax allocation agreement or any other contractual obligation (excluding for this purpose,

agreements entered into in the ordinary course of business the primary purpose of which is not related to Taxes, such as leases, licenses

or credit agreements), (ii) arising from the application of U.S. Treasury Regulations Section 1.1502-6 or any analogous provision of

state, local or non-U.S. Law or (iii) as a transferee or successor, by Contract (excluding for this purpose, Contracts entered into in

the ordinary course of business the primary purpose of which is not related to Taxes, such as leases, licenses or credit agreements)

or by operation of Law.

(e)

There are no Liens with respect to any Taxes upon DevvStream’s or any of its Subsidiaries’ assets, other than Liens described

in clause (a) of the definition of Permitted Liens.

(f)

DevvStream and each of its Subsidiaries have collected or withheld all material Taxes currently required to be collected or withheld

by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future

payment when due.

(g)

Neither DevvStream nor any of its Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to

assess any material amount of Taxes. There are no outstanding requests by DevvStream of any of its Subsidiaries for any extension of

time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

(h)

Neither DevvStream nor any of its Subsidiaries has made any change in accounting methods (except as required by a change in Law) or received

a ruling from, or signed an agreement with, any Taxing Authority that would reasonably be expected to have a material impact on its Taxes

following the Closing.

(i)

Neither DevvStream nor any of its Subsidiaries is, or has ever been, a member of an “affiliated group” as defined in Section

1504(a) of the Code or any affiliated, combined, unitary, consolidated or similar group under state, local or non-U.S. Law (other than

a group all of the members of which consisted of DevvStream and its Subsidiaries).

(j)

Neither DevvStream nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled

corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying (or intended to qualify)

in whole or in part for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section

355 of the Code) or Section 361 of the Code.

(k)

DevvStream is, and since its inception has been, properly characterized as a corporation for U.S. federal income tax purposes. Each Subsidiary

of DevvStreamis, and since its inception has been, properly treated for U.S. federal income tax purposes in the manner set forth in Section

6.16(k) of the DevvStream Disclosure Schedules

(l)

Neither DevvStream nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item

of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any of the

following that occurred or existed on or prior to the Closing with respect to DevvStream or any of its Subsidiaries (in each case where

there is a reference to the Code or Treasury Regulations, including any corresponding or similar provision of state, local or non-U.S.

legal or regulatory requirements): (i) an installment sale or open transaction, (ii) a prepaid amount received or deferred revenue recognized

outside the ordinary course of business, (iii) an intercompany item under Treasury Regulations Section 1.1502-13 or an excess loss account

under Treasury Regulations Section 1.1502-19, or (iv) a change in or use of an improper accounting method, including pursuant to Section

481 of the Code.

(m)

No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local

or non-U.S. legal or regulatory requirements), private letter rulings, technical advice memoranda or similar agreements or rulings have

been requested, entered into or issued by any Taxing Authority with respect to DevvStream or any of its Subsidiaries which agreement

or ruling would be effective after the Closing Date (or, for the avoidance of doubt, that would require DevvStream or any of its Subsidiaries

to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or

portion thereof) ending after the Closing Date).

(n)

Neither DevvStream nor any of its Subsidiaries: (i) has consented to extend the time in which any Tax may be assessed or collected by

any Taxing Authority (other than ordinary course extensions of time to file Tax Returns), which extension is still in effect; or (ii)

has entered into or been a party to any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code and Treasury

Regulations Section 1.6011-4(b)(2).

(o)

Neither DevvStream nor any of its Subsidiaries has taken or agreed to take any action, nor does it intend to or plan to take any action,

or have any knowledge of any fact or circumstance that could reasonably be expected to prevent the Transactions from qualifying for the

Intended US Tax Treatment (with the exception of any actions specifically contemplated by this Agreement).

(p)

There are no circumstances existing which could result in the application to DevvStream or any of its Subsidiaries of Sections 17, 78,

80, 80.01, 80.02, 80.03, 80.04 or Subsection 160(1) of the ITA or any analogous provision of any comparable Law of any province or territory

of Canada.

(q)

The terms and conditions made or imposed in respect of every transaction (or series of transactions) between DevvStream or any of its

Subsidiaries and any Person that is (i) a nonresident of Canada for purposes of the ITA, and (ii) not dealing at arm’s length with

DevvStream or any of its Subsidiaries, as applicable, for purposes of the ITA, do not differ from those that would have been made between

persons dealing at arm’s length for purposes of the ITA, and all documentation or records as required by applicable Law have been

made or obtained in respect of such transactions (or series of transactions).

(r)

Neither DevvStream nor any of its Subsidiaries has participated in any transactions which are subject to the reporting requirements under

section 237.3 or section 237.5 of the ITA, or the notification requirements under section 237.4 of the ITA.

(s)

The Domestication will not result in any liability for Taxes of DevvStream pursuant to subsections 128.1(4) or 219.1(1) of the ITA or

otherwise.

6.17

Real Property.

(a)

The leases set forth on Section 6.17(a) of the DevvStream Disclosure Schedule (the “DevvStream Leases”) are

the only Contracts pursuant to which DevvStream leases any real property. Neither DevvStream nor any of its Subsidiaries is a party to,

or under any agreement to become a party to, any lease with respect to real property other than DevvStream Leases, copies of which have

been provided to the Company and Southern. Each DevvStream Lease is in good standing, creates a good and valid leasehold estate in the

leased properties thereby demised and is in full force and effect without amendment, except as set forth on Section 6.17(a) of

the DevvStream Disclosure Schedules. With respect to each DevvStream Lease, (a) such DevvStream Lease (or a notice in respect of such

DevvStream Lease) has been properly registered in the appropriate land registry office, (b) all rents and additional rents have been

paid, (c) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (d) there exists no

event of default or event, occurrence, condition or act (including the purchase of DevvStream Securities) which, with the giving of notice,

the lapse of time or the happening of any other event or condition, would become a default under the DevvStream Lease and (e) to the

knowledge of DevvStream, all of the covenants to be performed by any other party under such DevvStream Lease have been fully performed.

(b)

Each of the leased properties is adequate and suitable for the purposes for which it is presently being used and DevvStream or its Subsidiaries,

as applicable, has adequate rights of ingress and egress into each of the leased properties for the operation of the business in the

ordinary course. Section 6.17(b) of the DevvStream Disclosure Schedules sets forth all of the DevvStream Leases setting out, in

respect of each DevvStream Lease, a description of the leased premises (by municipal address and proper legal description), the term

of the DevvStream Lease, the rental payments under the DevvStream Lease (specifying any breakdown of base rent and additional rents),

any rights of renewal and the term thereof, and any restrictions on assignment, change of control of DevvStream or amalgamation.

6.18

Personal Property. Each item of Personal Property that is currently owned, used or leased by DevvStream or any of its Subsidiaries,

as applicable, with a book value or fair market value of greater than Twenty-Five Thousand Dollars ($25,000) is set forth on Section

6.18 of the DevvStream Disclosure Schedules, along with, to the extent applicable, a list of lease agreements, lease guarantees,

security agreements and other agreements related thereto, including all amendments, terminations and modifications thereof or waivers

thereto (“DevvStream Personal Property Leases”). Except as would not be material to DevvStream or any of its Subsidiaries,

or as set forth in Section 6.18 of the DevvStream Disclosure Schedules, all such items of Personal Property are in good operating

condition and repair (reasonable wear and tear excepted consistent with the age of such items) and are suitable for their intended use

in the business of DevvStream. The operation of DevvStream’s business as it is now conducted or presently proposed to be conducted

is not in any material respect dependent upon the right to use the Personal Property of Persons other than DevvStream, except for such

Personal Property that is owned, leased or licensed by or otherwise contracted to DevvStream. The DevvStream Personal Property Leases

are valid, binding and enforceable in accordance with their terms and are in full force and effect. No event has occurred that (whether

with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a material default

on the part of DevvStream or, to the Knowledge of DevvStream, any other party under any of the DevvStream Personal Property Leases, and

neither DevvStream nor any of its Subsidiaries has received notice of any such condition.

6.19

Title to and Sufficiency of Assets. DevvStream and its Subsidiaries have good and marketable title to, or, in the case of

leased or subleased assets, a valid leasehold interest in or right to use, all of their respective material assets, free and clear of

all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests and (c) Liens set forth in the DevvStream

Financial Statements (collectively, the “DevvStream Assets”). The DevvStream Assets (including Intellectual Property

rights and contractual rights) of DevvStream and its Subsidiaries, taken as a whole, constitute all of the material assets, rights and

properties that are used in the operation of the businesses of DevvStream and its Subsidiaries as they are now conducted or that are

used or held by DevvStream or any of its Subsidiaries for use in the operation of the business of DevvStream or any of its Subsidiaries.

6.20

Employee Matters.

(a)

DevvStream is not party to, or bound by, any Labor Agreement, and has never been party to, or bound by, any such Contract. There are

no unfair labor practice charges, material labor grievances, labor arbitrations, labor strikes, slowdowns, work stoppages, boycotts,

picketing, handbilling, lockouts, or other material labor disputes, or to DevvStream’s Knowledge threat of any of the foregoing,

or, to DevvStream’s Knowledge, union organizing activity or demand or petition for representation or certification, by or with

respect to any of the employees of DevvStream, and no such activities or disputes have occurred (including any representation or certification

proceedings brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority) since DevvStream’s

incorporation. No employees of DevvStream are represented by any labor organization, labor or trade union, or works council with respect

to their employment with DevvStream. DevvStream has not engaged in any unfair labor practices since its incorporation. With respect to

the Transactions, DevvStream has satisfied in all material respects any pre-signing or, as of the Closing, pre-Closing notice, consultation

or other obligations owed to its employees or their representatives under applicable Law or Labor Agreement.

(b)

DevvStream is and since its incorporation has been in compliance in all material respects with all applicable Laws respecting labor,

employment and employment practices, including Laws regarding terms and conditions of employment, health and safety, wages and hours,

discrimination, harassment, retaliation, whistleblowing, disability, labor relations, worker classification, Tax withholding, hours of

work, payment of wages and overtime wages, pay equity, immigration (including the completion of Forms I-9 and confirmation of visas),

workers’ compensation, unemployment insurance, working conditions, equal opportunity, affirmative action, employee leave and other

time off, COVID-19, and employee terminations (including plant closures and layoffs), and has not received written or, to the Knowledge

of DevvStream, oral notice that there is any instance of noncompliance in any of the foregoing respects. Except as would not result in

material liability to DevvStream, DevvStream (i) has since its incorporation correctly classified all current and former exempt and non-exempt

employees, individual independent contractors, leased employees, and other non-employee service providers for all applicable purposes,

(ii) is not liable for any past due arrears of wages, salaries, premiums, commissions, bonuses, severance, termination payments, fees,

or other compensation due to current or former employees, independent contractors or other individual service providers of DevvStream

since its incorporation or any fine, Tax, interest or penalty for failure or delinquency to pay the foregoing and (iii) is not liable

for any material payment to any Governmental Authority with respect to unemployment or workers’ compensation benefits, social security

or other benefits, insurance, Taxes or obligations for employees, independent contractors or other individual service providers due since

DevvStream’s incorporation (other than routine payments to be made in the ordinary course of business and consistent with past

practice). There are no Actions pending or, to DevvStream’s Knowledge, threatened, and there have been no such Actions since DevvStream’s

incorporation, by or against DevvStream brought by or against any applicant for employment, any current or former employee, consultant,

independent contractor or other individual service provider, any Person alleging to be a current or former employee, contractor or individual

service provider, or any Governmental Authority or any other Person relating to violations of labor or employment Laws, or making any

other allegation relating to the employment of or services rendered by such Person including alleging breach of any express or implied

contract of employment or engagement, wrongful termination of employment or engagement, or alleging any other discriminatory, wrongful

or tortious conduct in connection with the employment or service relationship. To DevvStream’s Knowledge, (A) no employee or individual

service provider intends to terminate his or her employment with or services to DevvStream, and (B) no current or former employee or

individual service provider is in any material respect in violation of any employment agreement, nondisclosure obligation, fiduciary

duty, restrictive covenant or other obligation (I) owed to DevvStream or (II) owed to any third party with respect to such person’s

right to be employed or engaged by DevvStream.

(c)

Section 6.20(c) of the DevvStream Disclosure Schedules sets forth a complete and accurate list of all employees and individual

service providers of DevvStream, as of the date hereof, including each such individual’s (i) name, (ii) job title or services description,

(iii) employing or engaging entity, (iv) work location, (v) compensation rate and method, (vi) hire or engagement date, (vii) status

as exempt or non-exempt from overtime requirements (for employees), (viii) leave status and (ix) accrued vacation or paid time off.

(d)

There has not at any time since DevvStream’s incorporation been any, and there is no pending or, to the Knowledge of DevvStream,

threatened, any allegation, investigation (including any internal investigation), complaint, lawsuit or Action concerning any Misconduct

with respect to any DevvStream employee, contractor, or other service provider (and, where required, DevvStream has taken corrective

action in response to).

6.21

Benefit Plans.

(a)

“DevvStream Benefit Plan” means each Benefit Plan that is sponsored, maintained, contributed to or required to be

contributed by DevvStream or any of its Subsidiaries or under which DevvStream or any of its Subsidiaries has any liability or obligation

(including any contingent liability or obligation).

(b)

Set forth on Section 6.21(b) of the DevvStream Disclosure Schedules is a true and complete list of each material DevvStream Benefit

Plan (other than any at-will offer letter that does not provide for equity-based or phantom equity awards, retention, change in control,

severance or termination benefits and is on the standard form of offer letter set forth on Section 6.21(b) of the DevvStream Disclosure

Schedules). With respect to each material DevvStream Benefit Plan, DevvStream and its Subsidiaries have provided to Southern and the

Company or their respective counsel true and complete copies, to the extent applicable, of (i) each writing constituting a part of such

DevvStream Benefit Plan, including all plan documents and amendments thereto, or if not in writing, a summary of such DevvStream Benefit

Plan, (ii) the most recent annual report (IRS Forms 5500 series), (iii) any related trust documents and the most recent summary plan

description distributed to participants (and any summaries of material modifications thereto), and (iv) any non-routine correspondence

with any Governmental Authority. Each DevvStream Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of

the Code timely received a current, favorable determination, advisory or opinion letter from the IRS, and, to DevvStream’s Knowledge,

nothing has occurred that could reasonably be expected to adversely affect the qualified status of any such DevvStream Benefit Plan.

(c)

No DevvStream Benefit Plan is, and neither DevvStream nor any of its Subsidiaries sponsors, maintains or contributes to (or have any

obligation to contribute to), or has any liability under or with respect to any: (i) “defined benefit plan” (as defined in

Section 3(35) of ERISA) or any plan that is or was subject to Title IV of ERISA or Section 412 or 430 of the Code, (ii) “multiemployer

plan,” as defined in Section 3(37) of ERISA, (iii) “multiple employer plan” within the meaning of Section 413(c) of

the Code or Section 210 of ERISA, or (iv) “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA).

Neither DevvStream nor any of its Subsidiaries has any Liability on account of being considered a single employer under Section 414 of

the Code with any other Person. No DevvStream Benefit Plan provides, and neither DevvStream nor any of its Subsidiaries has any obligation

to provide, retiree or post-employment health or life insurance or any other retiree or post-employment welfare-type benefits to any

Person other than as required under Section 4980B of the Code or any similar state Law and for which the covered Person pays the full

cost of coverage.

(d)

With respect to each DevvStream Benefit Plan: (i) such DevvStream Benefit Plan is and has at all times been operated, maintained, funded

and administered in all material respects in accordance with its terms, and applicable Laws; (ii) there have been no “prohibited

transactions” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA that are not otherwise exempt under

Section 408 of ERISA; (iii) no material Action is pending, or to DevvStream’s Knowledge, threatened (other than routine claims

for benefits arising in the ordinary course of administration); and (iv) all material contributions, distributions, reimbursements and

premiums due through the Closing Date have been timely made and all such amounts for any period ending on or before the Closing Date

that are not yet due have been made or properly accrued on the DevvStream Financial Statements. Neither DevvStream nor any of its Subsidiaries

has incurred (whether or not assessed) or is reasonably expected to incur or to be subject to, any material Tax or other penalty with

respect to the reporting requirements under Sections 6055 and 6056 of the Code, as applicable, or under Section 4980B, 4980D or 4980H

of the Code.

(e)

Neither the execution and delivery of this Agreement nor the consummation of the Transactions could (either alone or in combination with

another event) (i) result in any payment or benefit, or increase in the amount of any compensation or benefits due, to any current or

former employee, officer, director or other individual service provider of DevvStream or any of its Subsidiaries; (ii) result in the

acceleration of the time of payment or vesting, or trigger any payment or funding of any compensation or benefits due to any current

or former employee, officer, director or other individual service provider of DevvStream or any of its Subsidiaries; (iii) except as

required under the terms of this Agreement or by applicable Law, restrict the ability of DevvStream to merge, amend or terminate any

material DevvStream Benefit Plan; (iv) result in the forgiveness of any employee or service provider loan; or (v) result in the payment

of any amount (whether in cash or property or the vesting of property) that could, individually or in combination with any other such

payment, constitute an “excess parachute payment” (within the meaning of Section 280G(b)(1) of the Code). No person is entitled

to receive, and neither DevvStream nor any of its Subsidiaries has any current or contingent obligation to provide, any payment (including

any tax gross-up or other payment), indemnification, reimbursement or otherwise be made whole from DevvStream as a result of the imposition

of any excise taxes required by any applicable Laws, including under Section 4999 or Section 409A of the Code (or any corresponding provisions

of state, local or foreign Tax law).

(f)

Each DevvStream Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section

409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and administered in all respects in operational compliance

with, and is in all respects in documentary compliance with, Section 409A of the Code and all IRS guidance promulgated thereunder, and

no amount under any such plan, agreement or arrangement is, has been or could reasonably be expected to be subject to any additional

Tax, interest or penalties under Section 409A of the Code.

6.22

Environmental Matters.

(a)

The DevvStream and its Subsidiaries have, since incorporation have been, in compliance in all material respects with all applicable Environmental

Laws, including obtaining, maintaining, and complying in all material respects with all Permits required under Environmental Laws for

the operation of its business and the occupation of its properties and facilities.

(b)

Neither DevvStream nor any of its Subsidiaries has received any Order, notice or written report from any Governmental Authority regarding

any actual or alleged material violation of, or material Liability under, Environmental Laws.

(c)

Neither DevvStream nor any of its Subsidiaries have treated, stored, arranged for or permitted the disposal of, transported, handled,

distributed, exposed any person to or Released Hazardous Materials, including on any property owned, or operated on, by DevvStream or

any of its Subsidiaries and no such property owned or operated on by DevvStream or any of its Subsidiaries is contaminated by Hazardous

Materials, in each case so as to give rise to any Environmental Liabilities of DevvStream.

(d)

Neither DevvStream nor any of its Subsidiaries is party to any Contract pursuant to which DevvStream or such Subsidiary provided an indemnity

with respect to, or has otherwise become subject to (either by Contract or operation of Law), any Environmental Liability of any other

Person under Environmental Laws or relating to Hazardous Materials.

(e)

DevvStream has provided to the Company and Southern all environmental audits, assessments and reports and other material environmental,

health or safety documents relating to DevvStream’s past or current properties, facilities or operations on DevvStream’s

properties and facilities that are in DevvStream and its Subsidiaries’ possession or, to the Knowledge of DevvStream, under its

reasonable control.

6.23

Related Person Transactions. Except as set forth on Section 6.23 of the DevvStream Disclosure Schedules, neither DevvStream

nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of DevvStream or any of its Affiliates,

nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of

the foregoing, a “DevvStream Related Person”) is presently, or since January 1, 2025, has been, a party to any transaction

with DevvStream, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers,

directors or employees of DevvStream), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring

payments to (other than for services or expenses as directors, officers or employees of DevvStream in the ordinary course of business

consistent with past practice) any DevvStream Related Person or any Person in which any DevvStream Related Person has an interest as

an owner, officer, manager, director, trustee or partner or in which any DevvStream Related Person has any direct or indirect interest.

6.24

Insurance.

(a)

A list of all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held

by DevvStream, as of the date hereof, relating to DevvStream or its business, properties, assets, directors, officers and employees,

copies of which have previously been made available to the Company and Southern is set forth on Section 6.24(a) of the DevvStream

Disclosure Schedules. All premiums due and payable under all such insurance policies have been timely paid and DevvStream is otherwise

in material compliance with the terms of such insurance policies and each such insurance policy (i) is legal, valid, binding, enforceable

and in full force and effect and (ii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical

terms following the Closing. Neither DevvStream nor any of its Subsidiaries has any self-insurance or co-insurance programs. Since the

date of DevvStream’s incorporation, neither DevvStream nor any of its Subsidiaries has received any notice from, or on behalf of,

any insurance carrier relating to or involving any adverse change or any change other than in the ordinary course of business, in the

conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy.

(b)

The DevvStream and its Subsidiaries have reported to its insurers all claims and pending circumstances that would reasonably be expected

to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to DevvStream or

any of its Subsidiaries. To the Knowledge of DevvStream, no event has occurred, and no condition or circumstance exists, that would reasonably

be expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any such material insurance

claim. Since incorporation, neither DevvStream nor any of its Subsidiaries has made any claim against an insurance policy as to which

the insurer is denying or has denied coverage.

6.25

Books and Records. All of the financial books and records of DevvStream and its Subsidiaries are complete and accurate in

all material respects and have been maintained in the ordinary course of business consistent with past practice and in accordance with

applicable Laws.

6.26

Certain Business Practices.

(a)

Neither DevvStream or any of its Subsidiaries nor any of their respective officers, directors, employees or other individual service

providers, nor to the Knowledge of DevvStream, any agent or other third party representative acting on behalf of DevvStream or any of

its Subsidiaries, (a) is currently, or has been since incorporation: (i) a Sanctioned Person; (ii) engaging in any dealings or transactions

with or for the benefit of any Sanctioned Person or in any Sanctioned Country; (iii) engaging in any export, reexport, transfer or provision

of any goods, software, technology, data or service without, or exceeding the scope of, any required or applicable licenses or authorizations

under all applicable Ex-Im Laws; or (iv) otherwise in violation of Sanctions, Ex-Im Laws, or U.S. anti-boycott Laws (collectively, “Trade

Controls”); or (b) has at any time (i) made or accepted any unlawful payment or given, received, offered, promised, or authorized

or agreed to give or receive, any money, advantage or thing of value, directly or indirectly, to or from any employee or official of

any Governmental Authority or any other Person in violation of Anti-Corruption Laws; or (ii) otherwise been in violation of any Anti-Corruption

Laws.

(b)

Neither DevvStream nor any of its Subsidiaries has received from any Governmental Authority or any Person any notice, inquiry, or internal

or external allegation; made any voluntary or involuntary disclosure to a Governmental Authority; or conducted any internal investigation

or audit concerning any actual or potential violation or wrongdoing in each case, related to Trade Controls or Anti-Corruption Laws.

(c)

Neither DevvStream nor any of its Subsidiaries is a “TID U.S. Business,” as such term is defined in 31 C.F.R. § 800.248.

6.27

Compliance with Privacy Laws, Privacy Policies and Certain Contracts.

(a)

The DevvStream and its Subsidiaries, and to the Knowledge of DevvStream, their respective officers, directors, employees, agents, subcontractors,

vendors and other individual service providers to whom DevvStream or any of its Subsidiaries, as applicable, has given access to Personal

Data, are and have been at all times, in compliance in all material respects with (i) all applicable Privacy Laws, (ii) DevvStream’s

and its Subsidiaries’ privacy policies, (iii) all industry and self-regulatory standards governing Personal Data, privacy, data

security, and data protection to which DevvStream or any of its Subsidiaries are bound or to which they purport to adhere (including,

as applicable, the Payment Card Industry Data Security Standard), and (iv) DevvStream’s and its Subsidiaries’ contractual

obligations concerning Personal Data, privacy, data protection, cybersecurity, data security and the security of DevvStream’s and

each of its Subsidiaries’ information technology systems, and neither the execution, delivery nor performance of this Agreement

or any other agreements referred to in this Agreement nor the consummation of any of the Transactions will, with or without notice or

lapse of time, directly result in any violation of the foregoing clauses (i)–(iv) in any material respect;

(b)

To the Knowledge of DevvStream, neither DevvStream nor any of its Subsidiaries has experienced any material loss, damage or unauthorized

access, use, disclosure, modification or breach of security of Personal Data maintained by or on behalf of DevvStream (including, to

the Knowledge of DevvStream, by any agent, subcontractor or vendor of DevvStream); and

(c)

To the Knowledge of DevvStream, (i) no Person, including any Governmental Authority, has made any written claim or commenced any Proceeding

with respect to any violation of any Privacy Law by DevvStream or any of its Subsidiaries; and (ii) DevvStream has not been given written

notice of any criminal, civil or administrative violation of any Privacy Law, in any case including any claim or Action with respect

to any loss, damage or unauthorized access, use, disclosure, modification or breach of security, of Personal Data maintained by or on

behalf of DevvStream or any of its Subsidiaries (including by any agent, subcontractor or vendor of DevvStream).

6.28

Investment Company Act. Neither DevvStream nor any of its Subsidiaries is an “investment company” or a Person

directly or indirectly “controlled” by or acting on behalf of an “investment company,” or required to register

as an “investment company,” in each case within the meaning of the Investment Company Act.

6.29

Finders and Brokers. Except as set forth on Section 6.29 of the DevvStream Disclosure Schedules, neither DevvStream

nor any of its Subsidiaries has any Liability in connection with this Agreement or the Ancillary Documents, or the Transactions, that

would result in the obligation of DevvStream or any of its Subsidiaries, or any of their respective Affiliates, to pay any finder’s

fee, brokerage or agent’s commissions or other like payments.

6.30

Independent Investigation. DevvStream has conducted its own independent investigation, review and analysis of the business,

results of operations, prospects, condition (financial or otherwise) or assets of Southern and the Company and acknowledges that it has

been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Southern

and the Company for such purpose. DevvStream acknowledges and agrees that: (a) in making its decision to enter into this Agreement, the

Ancillary Documents to which it is a party and to consummate the Transactions, it has relied solely upon its own investigation and the

express representations and warranties of Southern set forth in Article IV (including the related portions of the Southern Disclosure

Schedule), Southern Merger Sub and DevvStream Merger Sub set forth in Article V, and the Company set forth in Article VII (including

the related portions of the Company Disclosure Schedule) and in any certificate delivered to DevvStream by the Company, Southern,

Southern Merger Sub or DevvStream Merger Sub pursuant hereto; and (b) neither Southern, the Company nor any of their Representatives

has made any representation or warranty, express or implied, as to the Company, Southern, Southern Merger Sub or DevvStream Merger Sub,

this Agreement, the Transactions, or any information or materials regarding the foregoing furnished or made available to DevvStream,

except as expressly set forth in Article IV, Article V, and Article VII (including the related portions of the Company

Disclosure Schedules and Southern Disclosure Schedules) or in any certificate delivered to DevvStream by the Company, Southern, Southern

Merger Sub or DevvStream Merger Sub pursuant hereto.

6.31

Information Supplied. None of the information supplied or to be supplied by DevvStream expressly for inclusion or incorporation

by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing

made with any Governmental Authority or stock exchange with respect to the Transactions; (b) in the Registration Statement; or (c) the

Company Proxy Statement, the DevvStream Circular and other mailings or other distributions to the Company Shareholders, Southern Shareholders,

DevvStream Shareholders or prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents

identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, including on the Closing

Date, contain or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary in order to make the statements therein, other than in the case of the Registration Statement, in light of the circumstances

under which they are made, not misleading. None of the information supplied or to be supplied by DevvStream expressly for inclusion or

incorporation by reference in any press release or filing will, when filed or distributed, as applicable, contain any untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,

in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither DevvStream nor any of

its Subsidiaries makes any representation, warranty or covenant with respect to any information supplied by or on behalf of the Company,

Southern or their respective Affiliates.

6.32

DevvStream SEC Documents. Since November 6, 2024, DevvStream has filed with or furnished to (as applicable) the SEC all registration

statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents and related exhibits required to be filed

or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant

to SPX (such documents and any other documents filed or furnished by DevvStream with the SEC since November 6, 2024, as have been supplemented,

modified or amended since the time of filing, collectively, the “DevvStream SEC Documents”). As of their respective

filing dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification

or amendment, the DevvStream SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they

were made, not misleading and (b) complied as to form in all material respects with all applicable requirements of the Exchange Act or

the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC.

None of DevvStream Subsidiaries is currently required to file periodic reports with the SEC. As of the date of this Agreement, there

are no material outstanding or unresolved comments received from the SEC with respect to any of the reports filed by DevvStream with

the SEC. Since November 6, 2024, DevvStream has been and is in compliance in all material respects with the applicable provisions of

SOX and the applicable listing and corporate governance rules and regulations of the Nasdaq. Neither DevvStream nor any DevvStream Subsidiary

has outstanding, or has arranged any outstanding, “extension of credit” to any director or executive officer within the meaning

of Section 402 of SOX. With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in DevvStream

SEC Documents, the “principal executive officer” and “principal financial officer” of DevvStream (as such terms

are defined under SOX) have made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906

of the SOX.

6.33

No Collateral Benefit. To the knowledge of DevvStream, no “related party” of DevvStream (as such term is defined

in MI 61-101), together with its “associated entities” (as such term is defined in MI 61-101), beneficially owns or exercises

control or direction over 1% or more of the outstanding DevvStream Shares, except for related parties who will not receive a “collateral

benefit” (as such term is defined in MI 61-101) as a consequence of the Transactions.

6.34

Competition Act. The aggregate value of the assets in Canada that are owned by DevvStream and its Subsidiaries, and the gross

revenues from sales in, from or into Canada generated by DevvStream and its Subsidiaries, both as determined in accordance with Part

IX of the Competition Act and the Notifiable Transactions Regulations thereunder, do not exceed 93,000,000 Canadian dollars.

Article

VII

REPRESENTATIONS

AND WARRANTIES OF THE COMPANY

Except

as set forth in (a) the disclosure schedules delivered by the Company to Southern and DevvStream on the date hereof (the “Company

Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to

which they refer or (b) as disclosed in the Company SEC Documents publicly filed or furnished prior to the date of this Agreement and

after June 6, 2025 (other than disclosures in the “Risk Factors” section of any such filings and any disclosure of risks

included in any “forward-looking statements” disclaimer contained in any such filings, in each case, to the extent such disclosures

are predictive, cautionary or forward-looking in nature) to the extent the relevance of such disclosure as an exception to (or disclosure

for the purpose of) a representation or warranty is reasonably apparent, the Company hereby represents and warrants to Southern and DevvStream

that each of the following representations are true and correct as of the date of this Agreement and as of the Closing Date (except,

as to any representations and warranties that specifically relate to an earlier date, in which case such representations and warranties

were true and correct as of such earlier date):

7.1

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the Laws

of the State of Delaware, and has the requisite corporate power and capacity to own, lease and operate its properties and to carry on

its business as now being conducted. The Company is duly qualified or licensed and in good standing to do business in each jurisdiction

in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification

or licensing necessary, except where the failure to be so qualified or licensed or in good standing has not and would not, individually

or in the aggregate, reasonably be expected to have (i) a Material Adverse Effect on the Company or (ii) a material adverse effect on

the ability of the Company to enter into this Agreement or consummate the Transactions (clause (i) or (ii), a “Company Material

Adverse Effect”). The Company has heretofore made available (including via the Company SEC Documents) to the Parties accurate

and complete copies of its Organizational Documents, as currently in effect as of the date hereof. The Company is not in violation of

any provision of its Organizational Documents in any material respect. The Company is not the subject of any bankruptcy, dissolution,

liquidation, reorganization or similar proceeding.

7.2

Authorization; Binding Agreement.

(a)

The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which

it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, subject to the receipt of the

Required Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company

is or is required to be a party and the consummation of the Transactions (i) have been duly and validly authorized by the Company Board

and, where applicable, its shareholders, in accordance with the Company’s Organizational Documents, any applicable Law or any Contract

to which the Company or any of its shareholders is a party or by which it or its securities are bound and (ii) no other corporate proceedings,

other than as set forth elsewhere in this Agreement, on the part of the Company are necessary to authorize the execution and delivery

of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions except for obtaining Required

Company Shareholder Approval.

(b)

The Company Board (acting upon the unanimous recommendation of the Company Special Committee) has by resolutions duly adopted at a meeting

duly called and held, as of the date of this Agreement (i) determined that this Agreement, the Merger and the other Transactions are

advisable, fair to, and in the best interests of, the Company Shareholders, (ii) approved, among other things, this Agreement and the

Ancillary Documents to which it is a party and the Transactions, on the terms and subject to the conditions of this Agreement and in

accordance with applicable Law and (iii) resolved to recommend that the Company Shareholders vote in favor of the Transactions. The Company

Shareholders are the only Company Securityholders entitled to vote on the Company Resolutions. Except for the Required Company Shareholder

Approval, no additional approval or vote of any holders of voting or other equity interests of the Company would then be necessary to

approve and adopt this Agreement and the Ancillary Documents and approve the Transactions.

(c)

This Agreement has been, and each Ancillary Document to which the Company is a party shall be, when delivered, duly and validly executed

and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document

by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of

the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

7.3

Governmental Approvals. Except as described in Section 7.3 of the Company Disclosure Schedules, no Consent of or with

any Governmental Authority on the part of the Company is required to be obtained or made in connection with the execution, delivery or

performance by the Company of this Agreement each Ancillary Document to which it is a party or the consummation by the Company of the

Transactions, other than (a) such filings and approvals as expressly contemplated by this Agreement, including the filing of the Merger

Certificates and those necessary for the Required Regulatory Approvals, (b) any filings and approvals required with the SEC, Nasdaq,

Nasdaq Sweden and other applicable securities regulatory authorities with respect to the Transactions, (c) applicable requirements, if

any, of the Securities Act, the Exchange Act, or any state “blue sky” securities Laws, and the rules and regulations thereunder,

(d) a post-closing notification pursuant to the Investment Canada Act, and (e) where the failure to obtain or make such Consents or to

make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse

Effect.

7.4

Non-Contravention. Except as otherwise described in Section 7.4 of the Company Disclosure Schedules, the execution

and delivery by the Company of this Agreement and each Ancillary Document to which it is a party, the consummation by the Company of

the Transactions, and compliance by the Company with any of the provisions hereof and thereof, will not (a) contravene or conflict with

or violate any provision of the Company’s Organizational Documents, (b) contravene or conflict with or constitute a violation of

any provisions of Law or Order binding upon or applicable to the Company or (c) subject to obtaining the Consents from Governmental Authorities

referred to in Section 7.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to

such Consent or waiver having been satisfied, conflict with or violate in any material respect any Law, Order or Consent applicable to

the Company, or any of its properties or assets, except for violations that would not prevent or delay the consummation of the Transactions,

or (d)(i) violate, conflict with or result in a breach of, (ii) result in a default (or an event which, with notice or lapse of time

or both, would constitute a material default) under, (iii) give rise to any right of termination, cancellation or acceleration under,

(iv) give rise to any obligation to make material payments or provide material compensation under, (v) result in the creation of any

Lien (other than Permitted Liens) upon any of the properties or assets of the Company under, (vi) give rise to any obligation to obtain

any material third party Consent or provide any notice to any Person or (vii) give any Person the right to declare a default, exercise

any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate

or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material Contract

except, in each case, where such conflict, violation, breach, default, termination, cancellation, modification, acceleration, obligation,

creation, or default would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

7.5

Capitalization.

(a)

As of the date hereof, the authorized capital stock of the Company consists of (i) 500,000,000 shares of Class A common stock, par value

$0.0001 per share, of which 294,948,688 shares are issued and outstanding as of the date hereof, and (ii) 50,000,000 shares of preferred

stock, par value $0.0001 per share, of which none are issued and outstanding as of the date hereof. All outstanding shares of Company

Common Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any

purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware

General Corporation Law, the Company’s Organizational Documents or any Contract to which the Company is a party or by which it

or its securities are bound. The Company does not hold any shares of Company Common Stock or other equity interests of the Company in

its treasury. None of the outstanding Company Securities have been issued in violation of any applicable securities Law.

(b)

Except as set forth on Section 7.5(b) of the Company Disclosure Schedules, there are no outstanding or authorized options, warrants,

puts, calls, restricted stock, restricted stock units, phantom stock, profit participation rights, equity appreciation rights, phantom

equity rights, other equity or equity-based awards or other similar rights with respect to the Company other than the Company Equity

Incentive Plans.

(c)

Section 7.5(c) of the Company Disclosure Schedules contains a complete and correct list, as of the date hereof, of (i) the name

of the holder of each such Company Warrant, (ii) the number of Company Common Shares underlying each such Company Warrant, (iii) the

date on which each such Company Warrant was granted, (iv) the exercise price of each Company Warrant and (v) the expiration date of each

Company Warrant.

(d)

Other than as set forth on Section 7.5(b), Section 7.5(c) and Section 7.5(d) of the Company Disclosure Schedules,

as of the date hereof, there are no other equity or voting interests in, or any Company Convertible Securities, or preemptive rights

or other outstanding rights, options, warrants, subscriptions, puts, calls, restricted stock, restricted stock units, phantom stock,

stock appreciation, profit participation, conversion rights or similar equity or equity-based rights, interests, agreements or commitments

of any rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company

or, to the Knowledge of the Company, any of its shareholders is a party or bound relating to any equity securities of the Company, whether

or not outstanding.

(e)

Except with respect to the Company Support & Lock-Up Agreement, there are no voting trusts, proxies, shareholder agreements or any

other agreements or understandings with respect to the voting of the Company’s equity interests. Except as set forth in the Company’s

Certificate of Incorporation or as expressly set forth in this Agreement, there are no outstanding contractual obligations of the Company

to repurchase, redeem or otherwise acquire any equity interests or securities of the Company, nor has the Company granted any registration

rights to any Person with respect to the Company’s equity securities. All of the Company Securities have been, and after the Domestication,

shall be granted, offered, sold and issued in compliance with all applicable securities Laws.

(f)

No equity interests of the Company are issuable, and no rights in connection with any interests, warrants, rights, options or other securities

of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise) as a result

of the Transactions.

(g)

Except as disclosed in the Company Financial Statements, the Company has not declared or paid any distribution or dividend in respect

of its equity interests and has not repurchased, redeemed or otherwise acquired any equity interests of the Company, and the Company

Board has not authorized any of the foregoing.

7.6

Subsidiaries.

(a)

Section 7.6(a) of the Company Disclosure Schedules sets forth a true and complete list of the Subsidiaries of the Company, listing

for each Subsidiary its name, the jurisdiction of its formation or organization (as applicable) and its parent company (if wholly-owned)

or its owners (if not-wholly owned). Except as set forth on Section 7.6(a) of the Company Disclosure Schedules, all of the outstanding

voting or other equity securities, as applicable, of each Subsidiary of the Company are duly authorized, validly issued, free of preemptive

rights, restrictions on transfer (other than restrictions under applicable federal, state and other securities Laws) and, if applicable,

fully paid and non-assessable, and are owned by the Company, whether directly or indirectly, free and clear of all Liens (other than

Permitted Liens).

(b)

Except as set forth on Section 7.6(b) of the Company Disclosure Schedules, there are no options, warrants, convertible securities,

stock appreciation, phantom stock, stock-based performance unit, profit participation, restricted stock, restricted stock unit, other

equity-based compensation award or similar rights with respect to any Subsidiary of the Company and no rights, exchangeable securities,

securities, “phantom” rights, appreciation rights, performance units, commitments or other agreements obligating any Subsidiary

of the Company to issue or sell, or cause to be issued or sold, any equity securities of, or any other interest in, any Subsidiary of

the Company, including any security convertible or exercisable into equity securities of any Subsidiary of the Company. There are no

Contracts to which any Subsidiary of the Company is a party that require such Subsidiary of the Company to repurchase, redeem or otherwise

acquire any equity interests or securities convertible into or exchangeable for such equity securities or to make any investment in any

other Person.

(c)

The Company is not a participant in any joint venture, partnership or similar arrangement, except as set forth on Section 7.6(c)

of the Company Disclosure Schedules.

(d)

There are no outstanding contractual obligations of the Company to provide funds to, or make any investment (in the form of a loan, capital

contribution or otherwise) in, any other Person.

7.7

Financial Statements.

(a)

The Company SEC Documents reflect the comparative audited consolidated balance sheet of the Company and its Subsidiaries as of December

31, 2025 and the related comparative audited consolidated statements of comprehensive loss, cash flows and members’ equity, together

with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (such financial

statements, the “Company Financial Statements”).

(b)

Except as set forth on Section 7.7(b) of the Company Disclosure Schedules, the Company Financial Statements (i) have been prepared

from the books and records of the Company and its Subsidiaries or their respective predecessors; (ii) shall have been prepared in accordance

with GAAP, applied on a consistent basis throughout the periods involved, except as may be indicated in the notes thereto and subject,

in the case of the unaudited Company Financial Statements, to the absence of footnotes and year-end adjustments; and (iii) fairly present,

in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated

results of operations and cash flows for the periods then ended (subject, in the case of the unaudited Company Financial Statements,

to the absence of footnotes and year-end adjustments, none of which would be expected to be material individually or in the aggregate).

(c)

The books of account and other financial records of the Company and its Subsidiaries have been kept accurately in all material respects

in the ordinary course of business, and the transactions entered therein represent bona fide transactions.

(d)

The Company and its Subsidiaries have devised and maintained a system of internal accounting policies and controls sufficient to provide

reasonable assurances that (i) transactions are executed in all material respects in accordance with management’s authorization;

(ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity GAAP and to maintain

accountability for assets; and (iii) the amount recorded for assets on the books and records of the Company and each of its Subsidiaries

is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively,

“Company Internal Controls”).

(e)

The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material

weakness in the system of Company Internal Controls utilized by the Company or any of its Subsidiaries; (ii) any fraud that involves

the Company’s or any of its Subsidiaries’ management or other employees who have a role in the preparation of financial statements

or the Company Internal Controls utilized by the Company or any of its Subsidiaries; or (iii) any claim or allegation regarding any of

the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Company Internal Controls

over financial reporting that would reasonably be expected to materially and adversely affect the Company’s, or any of its Subsidiaries’,

ability to record, process, summarize and report financial information.

(f)

Except as set forth on Section 7.7(f) of the Company Disclosure Schedules or to the extent reflected or reserved against in the

Company Financial Statements or as incurred in connection with this Agreement, neither the Company nor any of its Subsidiaries has incurred

any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP with respect to the Company

Financial Statements that are not adequately reflected or reserved on or provided for in the Company Financial Statements other than

(i) Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP, as applicable, that have been incurred

since the Latest Balance Sheet Date in the ordinary course of business or (ii) Liabilities that are not, individually or in the aggregate,

material in amount or (iii) Liabilities incurred in connection or as permitted by this Agreement, the Ancillary Documents or the Transactions.

All debts and Liabilities, fixed or contingent, which should be included under GAAP on a balance sheet are included in all material respects

in the Company Financial Statements as of the date of such Company Financial Statements. The Company has no off-balance sheet arrangements.

7.8

Absence of Certain Changes. Except as set forth on Section 7.8 of the Company Disclosure Schedules, since the Latest

Balance Sheet Date, (a) the Company and each of its Subsidiaries have conducted their respective business in the ordinary course and

consistent with past practice in all material respects and (b) neither the Company nor any of its Subsidiaries has taken any action that,

if taken after the date of this Agreement and prior to the Closing, would require the consent of Southern and DevvStream pursuant to

Section 8.2.

7.9

Securities Laws. The issued and outstanding shares of Company Common Stock are registered pursuant to Section 12(b) of the

Exchange Act and are listed for trading on Nasdaq. The Company Common Stock is not listed for trading on any other securities exchange.

Except as set forth on Section 7.9 of the Company Disclosure Schedules, the Company is not in default of any material requirements

of any securities Laws or the rules and policies of Nasdaq or Nasdaq Sweden (including applicable continued listing requirements of such

shares of Company Common Stock and corporate governance rules), and the Company has not received any written deficiency notice from Nasdaq

or Nasdaq Sweden relating to the continued listing requirements of such shares of Company Common Stock.

7.10

Compliance with Laws and Carbon Standards. Except as set forth on Section 7.10 of the Company Disclosure Schedules,

neither the Company nor any of its Subsidiaries is, and since its incorporation has ever been, in material conflict or material non-compliance

with, or in material default or violation of any applicable Laws or applicable Carbon Standards. Since their respective formation, neither

the Company nor any of its Subsidiaries, (i) has received any written or, to the Knowledge of the Company or any of its Subsidiaries,

oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it or

any of its respective properties, assets, employees or other individual service providers (solely in such individuals’ capacity

as service providers to the Company), business, products or operations are or were bound or affected, (ii) has been subjected to any

investigation by a Governmental Authority regarding any actual or alleged violation of or failure on the part of the Company or any of

its Subsidiaries to comply with any applicable Law, (iii) has had claims filed against it or any of its Subsidiaries with (A) any Governmental

Authority alleging any failure by the Company or any of its Subsidiaries to comply with applicable Law or (B) any Registry alleging any

failure with respect to the Carbon Credits transacted by the Company or any of its Subsidiaries to comply with applicable Carbon Standards,

(iv) has not had its access or Registry Account suspended in respect of any relevant Registry and (v) has not made a voluntary, directed,

or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance

with any applicable Law, in the case of clauses (i) through (iii), except as would not, or would not reasonably be expected to, be material

to the Company or any of its Subsidiaries.

7.11

Company Permits and Registry Accounts. The Company and its Subsidiaries hold all material licenses and Permits necessary to

lawfully own, lease and conduct in all material respects their respective business as presently conducted, including necessary Registry

Accounts on any relevant Registry, and to own, lease and operate their respective assets and properties (collectively, the “Company

Permits”). All the Company Permits and Registry Accounts are in full force and effect and not subject to, or, to the Knowledge

of the Company, threatened to be subject to, any revocation or modification Proceeding, or any suspension or termination, as a result

of, or in connection with, the consummation of the Transactions, and the Company and its Subsidiaries are conducting business in compliance

in all material respects with the Company Permits, any Carbon Standard under which any of the Carbon Credits that are transacted by DevvStream

or its Subsidiaries are certified, and the requirements of each relevant Registry. Neither the Company nor its Subsidiaries is in violation

in any material respect of the terms of the Company Permits, and no Proceeding is pending or, to the Knowledge of the Company or any

of its Subsidiaries, threatened, to suspend, revoke, withdraw, modify or limit any such Company Permit in a manner that has had or would

reasonably be expected to have a material impact on the ability of the Company or any of its Subsidiaries, as applicable, to use such

Company Permit or conduct its business, as applicable.

7.12

Carbon Credits. Neither the Company nor any of its Subsidiaries have, as of the date hereof, created any security interest

or encumbrance in any Carbon Credits that are presently owned, or in the future will be owned, by the Company or such Subsidiary, in

favor of any third party.

7.13

Litigation. Except as set forth on Section 7.13 of the Company Disclosure Schedules, since the Company’s incorporation,

there have been, and there are, no Actions or Orders of any nature currently pending or, to the Company’s Knowledge, threatened

against the Company or any of its Subsidiaries, and no such Action or Order has been brought against the Company or any of its Subsidiaries,

or any of their respective current or former directors, officers or securityholders, business, equity securities, or assets, or employees

or other individual service providers in their capacities as such that would, individually or in the aggregate, be material to the Company

or any of its Subsidiaries, taken as a whole.

7.14

Material Contracts.

(a)

Section 7.14(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of the Company Material Contracts,

as of the date hereof, a true, correct and complete copy (including written summaries of oral Contracts) of which, in each case, has

been made available to Southern and DevvStream. For purposes of this Agreement, “Company Material Contract” means

any contract, together with each Company Benefit Plan that is a Contract, to which the Company is a party or by which the Company, any

of its Subsidiaries, or any of its properties or assets are bound or affected that:

(i)

contains covenants that limit or restrict the ability of the Company or any of its Subsidiaries (A) to compete in any line of business

or with any Person or in any geographic area or to sell, receive or provide any service or product or solicit any Person, including any

non-competition covenants, non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or

similar provision with respect to any Person or (B) to purchase or acquire an interest in any other Person;

(ii)

involves any joint venture, partnership or similar agreement;

(iii)

relates to the voting or control of the equity interests of the Company or any of its Subsidiaries or the election of directors of the

Company or any of its Subsidiaries (other than the Organizational Documents of the Company and any of its Subsidiaries);

(iv)

evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of the Company having an outstanding principal

amount in excess of $250,000;

(v)

involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess

of $300,000 or shares or other equity interests of the Company or another Person;

(vi)

relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other

entity or its business or material assets or the sale of the Company, its business or material assets;

(vii)

by its terms, individually or with all related Contracts, is reasonably expected to call for aggregate payments or receipts by the Company

or any of its Subsidiaries under such Contract or Contracts of at least $500,000 per year or $5,000,000 in the aggregate;

(viii)

is any carbon streaming agreement;

(ix)

is any strategic partnership agreement;

(x)

is with (A) any Governmental Authority or (B) any Company Related Person;

(xi)

is a settlement, conciliation or similar agreement pursuant to which the Company or any of its Subsidiaries will have any material outstanding

obligation after the date of this Agreement;

(xii)

provides for any severance, retention, transaction or change in control bonus or equity, equity-based or phantom equity arrangement;

(xiii)

obligates the Company or any of its Subsidiaries to provide continuing indemnification or a guarantee of obligations that would be expected

to result in payments to a third party after the date hereof in excess of $300,000;

(xiv)

provides for the employment or engagement of any director, officer, employee or individual service provider, excluding offer letters

providing for at-will employment that can be terminated without any post-termination Liabilities;

(xv)

is a Labor Agreement;

(xvi)

obligates the Company or any of its Subsidiaries to make any capital commitment or expenditure in excess of $300,000 (including pursuant

to any joint venture);

(xvii)

(A) entered into with any third-party broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion,

market research, marketing consulting and advertising partner or service provider and (B) are material to the business of the Company

or any of its Subsidiaries;

(xviii)

provides for any guaranty, direct or indirect, of any obligation of a third party (other than the Company);

(xix)

constitutes a lease or master lease of personal property reasonably likely to result in annual payments of $125,000 or more in a 12-month

period;

(xx)

constitutes any contract providing for (A) the grant of any preferential rights of first offer or first refusal to purchase or lease

any material asset of the Company or any of its Subsidiaries or (B) any exclusive right to sell or distribute, or otherwise relating

to the sale or distribution of, any product or service of the Company or any of its Subsidiaries;

(xxi)

establishes any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation,

creation, operation, management or control of any joint venture, partnership or limited liability company;

(xxii)

constitutes any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to,

or investments in, any Person other than any loan or capital contribution to, or investment in, (A) the Company or one of its wholly

owned Subsidiaries, (B) any Person (other than an officer, director or employee of the Company or any of its Subsidiaries) that is less

than $3,000,000 to such Person or (C) any officer, director or employee of the Company or any of its Subsidiaries that is less than $250,000

to such person;

(xxiii)

constitutes any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, all or substantially

all of the assets or stock of other persons;

(xxiv)

constitutes any Company IP Agreements (other than agreements for Off-the-Shelf Software);

(xxv)

provides any third party a power of attorney;

(xxvi)

relates to the future disposition or acquisition by the Company or any of its Subsidiaries of (A) any business (whether by merger, consolidation

or other business combination, sale of securities, sale of assets or otherwise) or (B) any material assets or properties, except for

any agreement related to the Transactions; or

(xxvii)

involves the payment of any earnout or similar contingent payment on or after the date of this Agreement.

(b)

With respect to the Company Material Contracts: (i) each Company Material Contract is valid and binding and enforceable in all respects

against the Company and, to the Knowledge of the Company, each other party thereto, and is in full force and effect (except, in each

case, as such enforcement may be limited by the Enforceability Exceptions); (ii) the consummation of the Transactions will not affect

the validity or enforceability of the Company Material Contracts; (iii) neither the Company nor any of its Subsidiaries is in breach

or default in any material respect, and to the Knowledge of the Company, no condition or event has occurred that with the passage of

time or giving of notice or both would constitute a material breach or default by the Company or any of its Subsidiaries, or permit termination

or acceleration by the other party thereto, under such Company Material Contract; (iv) to the Knowledge of the Company, no other party

to such Company Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of

time or giving of notice or both would constitute such a material breach or default by such other party, or permit termination or acceleration

by the Company or any of its Subsidiaries, under such Company Material Contract; (v) the Company and its Subsidiaries have received neither

written nor, to the Company’s Knowledge, oral notice of an intention by any party to any such Company Material Contract that provides

for a continuing obligation by any party thereto to terminate such Company Material Contract or amend the terms thereof, other than modifications

in the ordinary course of business that, individually or in aggregate, are not reasonably expected to adversely affect the Company or

any of its Subsidiaries in any material respect; and (vi) neither the Company nor any of its Subsidiaries has waived any of their respective

material rights under any such Company Material Contract.

7.15

Intellectual Property.

(a)

Section 7.15(a) of the Company Disclosure Schedules sets forth: (i) all registered Patents, Trademarks, Copyrights and Internet

Assets and applications owned by the Company or otherwise used or held for use by the Company or any of its Subsidiaries in which the

Company or any of its Subsidiaries is the owner, applicant or assignee (“Company Registered IP”); and (ii) all material

unregistered Intellectual Property, including proprietary Software, owned or purported to be owned by the Company or any of its Subsidiaries

(for material Trade Secrets, only a general description shall be disclosed).

(b)

Section 7.15(b) of the Company Disclosure Schedules sets forth all material Intellectual Property licenses, sublicenses and other

agreements or permissions (“Company IP Licenses”) (other than “shrink wrap,” “click wrap,”

and “off the shelf” software agreements and Off-the-Shelf Software which are not required to be listed, although such licenses

are “Company IP Licenses” as that term is used herein), under which the Company or any of its Subsidiaries is a licensee

or otherwise is authorized to use or practice or have rights to any Intellectual Property of any Person that is (i) incorporated into,

or used in the authorship, invention, development, delivery, hosting or distribution of, the Company Products; or (ii) used or held for

use by the Company in the conduct of its business.

(c)

The Company and its Subsidiaries either own or have valid and enforceable rights under a Company IP License to use all Intellectual Property

that is necessary and sufficient for, or used or held for use by the Company in, the conduct of its business, in each case free and clear

of any Liens (other than Permitted Liens). All of the Company Registered IP is in full force and effect, subsisting, valid and enforceable.

The Company or its Subsidiaries, as applicable, (i) is the sole and exclusive owner of all right, title and interest in and to the Owned

IP, in each case free and clear of any Liens (other than Permitted Liens); and (ii) has a valid and enforceable license or other rights

to use all Licensed IP. Neither the Company nor any of its Subsidiaries has dedicated to the public or otherwise allowed to fall into

the public domain any material Owned IP.

(d)

The Company and its Subsidiaries have provided Southern and DevvStream with true and complete copies of all material Company IP Agreements,

including all modifications, amendments and supplements thereto and waivers thereunder. Neither the Company, any of its Subsidiaries

nor, to the Knowledge of the Company, any other party thereto is, or is alleged to be, in breach of or default under, or has provided

or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any Company IP Agreement. The

Company or its Subsidiaries, as applicable, have entered into binding, valid and enforceable, written Contracts with each current and

former employee and independent contractor who is or was involved in or has contributed to the invention, creation, or development of

any Intellectual Property during the course of employment or engagement with the Company or any of its Subsidiaries, as applicable, whereby

such employee or independent contractor (i) acknowledges the Company’s exclusive ownership of all Intellectual Property invented,

created, or developed by such employee or independent contractor within the scope of his or her employment or engagement with the Company

or any of its Subsidiaries, as applicable; (ii) grants to the Company or any of its Subsidiaries, as applicable, a present, irrevocable

assignment of any ownership interest such employee or independent contractor may have in or to such Intellectual Property, to the extent

such Intellectual Property does not constitute a “work made for hire” under applicable Law; and (iii) irrevocably waives

any right or interest, including any moral rights, regarding any such Intellectual Property, to the extent permitted by applicable Law.

All material assignments and other instruments necessary to establish, record and perfect the Company’s ownership interest in the

Company Registered IP have been validly executed, delivered and filed with the relevant Governmental Authorities and authorized registrars.

Neither the execution, delivery or performance of this Agreement, nor the consummation of the Transactions, will result in the loss or

impairment of, or require the consent of any other Person in respect of, the Company’s right to own or use any Intellectual Property.

(e)

The Company IP Licenses include all of the material licenses, sublicenses and other agreements or permissions necessary to operate the

Company and its Subsidiaries as presently conducted.

(f)

No Action is pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries that challenges

the validity, enforceability, ownership or right to use, sell, license or sublicense, or that otherwise relates to, any Intellectual

Property currently licensed, used or held for use by the Company or any of its Subsidiaries, nor, to the Knowledge of the Company, is

there any reasonable basis for any such Action. Since incorporation, neither the Company nor any of its Subsidiaries has received any

written or, to the Knowledge of the Company, notice or claim asserting or suggesting that any infringement, misappropriation, violation,

dilution or unauthorized use of the Intellectual Property of any other Person is or may be occurring or has or may have occurred, as

a consequence of the business activities of the Company or any of its Subsidiaries, nor to the Knowledge of the Company is there any

reasonable basis therefor. There are no Orders to which the Company or any of its Subsidiaries is a party or its otherwise bound that

(i) restrict the rights of the Company or any of its Subsidiaries to use, transfer, license or enforce any Intellectual Property owned

by the Company, (ii) restrict the conduct of the business of the Company or any of its Subsidiaries in order to accommodate a third Person’s

Intellectual Property or (iii) grant any third Person any right with respect to any Intellectual Property owned by the Company or any

of its Subsidiaries. Neither the Company nor any of its Subsidiaries is currently infringing, or has, since incorporation, infringed,

misappropriated or violated any Intellectual Property of any other Person in connection with the ownership, use or license of any Intellectual

Property owned or purported to be owned by the Company or any of its Subsidiaries or, to the Knowledge of the Company, otherwise in connection

with the conduct of the respective businesses of the Company and its Subsidiaries. To the Company’s Knowledge, no third party is

currently, or in the past five (5) years has been, infringing upon, misappropriating or otherwise violating any Intellectual Property

owned, licensed by, licensed to or otherwise used or held for use by the Company or any of its Subsidiaries.

(g)

No funding from any Governmental Authority or facilities of a university, college, other educational institution or non-profit organization

was used in the development of the Owned IP, and no Governmental Authority, university, college, other educational institution or non-profit

organization has a claim or right to claim title to any Owned IP.

(h)

(i)

The Company and its Subsidiaries have taken steps consistent with generally accepted industry standards, and in any event no less than

all commercially reasonable steps, to safeguard and maintain the secrecy and confidentiality of all Trade Secrets included in the Owned

IP.

(ii)

Neither the Company nor any of its Subsidiaries has authorized the disclosure of any Trade Secret included in the Owned IP, nor has any

such Trade Secret been disclosed, in each case other than pursuant to a written and enforceable non-disclosure agreement.

(iii)

There has been no misappropriation of any Trade Secret included in the Owned IP or breach of any obligations of confidentiality with

respect to such Trade Secrets.

(i)

Neither the execution, delivery nor performance of this Agreement or any other agreements referred to in this Agreement nor the consummation

of any of the Transactions will, with or without notice or lapse of time, directly result in: (i) a loss of or an Lien on any Owned IP;

(ii) a breach of or default under, or right to terminate or suspend performance of, any Company IP Agreement; (iii) the release, disclosure

or delivery of any Trade Secrets within the Owned IP by or to any escrow agent or other Person; (iv) the grant, assignment or transfer

to any other Person of any license or other right or interest under, to or in any Owned IP. The Company will own all right, title and

interest in and to, or otherwise have a license to, all Owned IP and Licensed IP on identical terms and conditions as the Company enjoyed

immediately prior to the Closing.

(j)

The Source Code for Software within the Owned IP and the Source Code for Software included in all Company Products (A) has at all times

been maintained in confidence, and has been disclosed only to employees and consultants having a “need to know” the contents

thereof in connection with the performance of their duties and who are bound by confidentiality obligations of customary scope with respect

to Source Code; and (B) has not been delivered, licensed or made available to any escrow agent or other Person, and neither the Company

nor any of its Subsidiaries has any duty or obligation to deliver, license or make available such Source Code to any escrow agent or

other Person.

(k)

Neither the Company nor any of its Subsidiaries has (i) used any Open Source Software in such a way that (A) obligates the Company to

make any Software within the Owned IP available free of charge, available in source code form, or reverse engineerable, (B) grants or

purports to grant to any third Person any rights or immunities under any Intellectual Property within the Owned IP, or (C) requires any

Company Products or any portion thereof, to be subject to a Copyleft License; or (ii) contributed any Software within the Owned IP to

an open source project or made any such Software available to any other Person under an open source license.

(l)

The Company Products do not contain any malicious or surreptitious code or device, such as a virus, worm, time or logic bomb, disabling

device, Trojan horse or other malicious or surreptitious code designed to: (i) disrupt or damage any licensee’s use of the Company

Products or related computer systems; (ii) erase, destroy or corrupt any licensee’s files or data; or (iii) bypass any technical

security measure, or masquerade as compliant, so as to obtain access to any of licensee’s hardware or software in contravention

of such technical security measures.

(m)

The Company and its Subsidiaries own or have a valid license in all of the Company Systems necessary to operate the business of the Company

and its Subsidiaries as currently conducted. The Company and its Subsidiaries have taken commercially reasonable measures to protect

and maintain the security of the Company Systems and all information stored or contained therein from any unauthorized use, access, interruption

or modification by any Person. The Company Systems (i) operate and perform in all material respects in accordance with their documentation

and as required by the business of the Company and its Subsidiaries as currently conducted; (ii) have not suffered any material persistent

substandard performance, breakdown or failure since the Company’s incorporation; (iii) are free from any material defects; (iv)

do not contain any virus, Software or hardware component designed to permit unauthorized access or to disable or otherwise harm or disable

any System whether automatically with the passage of time or under the positive control of a Person; (v) are in good repair and operating

condition and are adequate and suitable (including with respect to working condition, license seats, performance and capacity) for the

purposes for which they are currently being used; and (vi) are sufficient to operate the business of the Company and its Subsidiaries

after the Closing in substantially the same manner as conducted in the twelve (12) months prior to the Closing and constitute all of

the Systems reasonably necessary to conduct the business of the Company and its Subsidiaries as currently conducted.

7.16

Taxes and Returns.

(a)

Each of the Company and each of its Subsidiaries have timely filed, or caused to be timely filed, all material Tax Returns required to

be filed by it (taking into account all available extensions properly obtained), which Tax Returns are true, accurate, correct and complete

in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required

to be paid, collected or withheld. The Company and each of its Subsidiaries have complied in all material respects with all applicable

Laws relating to Taxes.

(b)

There is no Action currently pending or threatened in writing against the Company or any of its Subsidiaries by a Governmental Authority

in a jurisdiction where the Company or such Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(c)

There are no claims, assessments, audits, examinations, investigations or other Actions by any Taxing Authority in progress or pending

against the Company or any of its Subsidiaries in respect of any Tax, and neither the Company nor any of its Subsidiaries has been notified

in writing, or to the Knowledge of the Company, orally, of any proposed Tax claims or assessments against it (other than, in each case,

claims or assessments for which adequate reserves in the Company Financial Statements have been established in accordance with GAAP for

Company Financial Statements delivered as of the date hereof) or that any such audit, examination, investigation or other Action is contemplated.

(d)

Neither the Company nor any of its Subsidiaries has any liability for Taxes of any Person (other than the Company and its Subsidiaries)

(i) under any Tax indemnity, Tax sharing or Tax allocation agreement or any other contractual obligation (excluding for this purpose,

agreements entered into in the ordinary course of business the primary purpose of which is not related to Taxes, such as leases, licenses

or credit agreements), (ii) arising from the application of U.S. Treasury Regulations Section 1.1502-6 or any analogous provision of

state, local or non-U.S. Law or (iii) as a transferee or successor, by Contract (excluding for this purpose, Contracts entered into in

the ordinary course of business the primary purpose of which is not related to Taxes, such as leases, licenses or credit agreements)

or by operation of Law.

(e)

There are no Liens with respect to any Taxes upon the Company’s or any of its Subsidiaries’ assets, other than Liens described

in clause (a) of the definition of Permitted Liens.

(f)

The Company and each of its Subsidiaries have collected or withheld all material Taxes currently required to be collected or withheld

by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future

payment when due.

(g)

Neither the Company nor any of its Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to

assess any material amount of Taxes. There are no outstanding requests by the Company of any of its Subsidiaries for any extension of

time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

(h)

Neither the Company nor any of its Subsidiaries has made any change in accounting methods (except as required by a change in Law) or

received a ruling from, or signed an agreement with, any Taxing Authority that would reasonably be expected to have a material impact

on its Taxes following the Closing.

(i)

Neither the Company nor any of its Subsidiaries is, or has ever been, a member of an “affiliated group” as defined in Section

1504(a) of the Code or any affiliated, combined, unitary, consolidated or similar group under state, local or non-U.S. Law (other than

a group all of the members of which consisted of the Company and its Subsidiaries).

(j)

Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled

corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying (or intended to qualify)

in whole or in part for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section

355 of the Code) or Section 361 of the Code.

(k)

The Company is, and since its inception has been, properly characterized as a corporation for U.S. federal income tax purposes. The Company

is treated as a U.S. domestic corporation for U.S. federal income tax purposes pursuant to Section 7874(b) of the Code. Each Subsidiary

of the Company is, and since its inception has been, properly treated for U.S. federal income tax purposes in the manner set forth in

Section 7.16(k) of the Company Disclosure Schedules.

(l)

Neither the Company nor any of its Subsidiaries (nor any of the Company and its Affiliates) will be required to include any material

item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending

after the Closing Date as a result of any of the following that occurred or existed on or prior to the Closing with respect to the Company

or any of its Subsidiaries (in each case where there is a reference to the Code or Treasury Regulations, including any corresponding

or similar provision of state, local or non-U.S. legal or regulatory requirements): (i) an installment sale or open transaction, (ii)

a prepaid amount received or deferred revenue recognized outside the ordinary course of business, (iii) an intercompany item under Treasury

Regulations Section 1.1502-13 or an excess loss account under Treasury Regulations Section 1.1502-19, or (iv) a change in or use of an

improper accounting method, including pursuant to Section 481 of the Code.

(m)

No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local

or non-U.S. legal or regulatory requirements), private letter rulings, technical advice memoranda or similar agreements or rulings have

been requested, entered into or issued by any Taxing Authority with respect to the Company or any of its Subsidiaries which agreement

or ruling would be effective after the Closing Date (or, for the avoidance of doubt, that would require the Company or any of its Subsidiaries

(or the Company or any of its Affiliates) to include any material item of income in, or exclude any material item of deduction from,

taxable income for any taxable period (or portion thereof) ending after the Closing Date).

(n)

Neither the Company nor any of its Subsidiaries: (i) has consented to extend the time in which any Tax may be assessed or collected by

any Taxing Authority (other than ordinary course extensions of time to file Tax Returns), which extension is still in effect; or (ii)

has entered into or been a party to any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code and Treasury

Regulations Section 1.6011-4(b)(2).

(o)

Neither the Company nor any of its Subsidiaries has taken or agreed to take any action, nor does it intend to or plan to take any action,

or have any knowledge of any fact or circumstance that could reasonably be expected to prevent the Transactions from qualifying for the

Intended US Tax Treatment (with the exception of any actions specifically contemplated by this Agreement).

7.17

Real Property.

(a)

The leases set forth on Section 7.17(a) of the Company Disclosure Schedule (the “Company Leases”) are the only

Contracts pursuant to which the Company leases any real property. Neither the Company nor any of its Subsidiaries is a party to, or under

any agreement to become a party to, any lease with respect to real property other than the Company Leases, copies of which have been

provided to Southern and DevvStream. Each Company Lease is in good standing, creates a good and valid leasehold estate in the leased

properties thereby demised and is in full force and effect without amendment, except as set forth on Section 7.17(a) of the Company

Disclosure Schedules. With respect to each Company Lease, (a) such Company Lease (or a notice in respect of such Company Lease) has been

properly registered in the appropriate land registry office, (b) all rents and additional rents have been paid, (c) no waiver, indulgence

or postponement of the lessee’s obligations has been granted by the lessor, (d) there exists no event of default or event, occurrence,

condition or act (including the purchase of the Company Securities) which, with the giving of notice, the lapse of time or the happening

of any other event or condition, would become a default under the Company Lease and (e) to the knowledge of the Company, all of the covenants

to be performed by any other party under such Company Lease have been fully performed.

(b)

Each of the leased properties is adequate and suitable for the purposes for which it is presently being used and the Company or its Subsidiaries,

as applicable, has adequate rights of ingress and egress into each of the leased properties for the operation of the business in the

ordinary course. Section 7.17(b) of the Company Disclosure Schedules sets forth all of the Company Leases setting out, in respect

of each Company Lease, a description of the leased premises (by municipal address and proper legal description), the term of the Company

Lease, the rental payments under the Company Lease (specifying any breakdown of base rent and additional rents), any rights of renewal

and the term thereof, and any restrictions on assignment, change of control of the Company or amalgamation.

7.18

Title to and Sufficiency of Assets. The Company and its Subsidiaries have good and marketable title to, or, in the case of

leased or subleased assets, a valid leasehold interest in or right to use, all of their respective material assets, free and clear of

all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests and (c) Liens set forth in the Company

Financial Statements (collectively, the “Company Assets”). The Company Assets (including Intellectual Property rights

and contractual rights) of the Company and its Subsidiaries, taken as a whole, constitute all of the material assets, rights and properties

that are used in the operation of the businesses of the Company and its Subsidiaries as they are now conducted or that are used or held

by the Company or any of its Subsidiaries for use in the operation of the business of the Company or any of its Subsidiaries.

7.19

Employee Matters.

(a)

The Company is not party to, or bound by, any Labor Agreement, and has never been party to, or bound by, any such Contract. There are

no unfair labor practice charges, material labor grievances, labor arbitrations, labor strikes, slowdowns, work stoppages, boycotts,

picketing, handbilling, lockouts, or other material labor disputes, or to the Company’s Knowledge threat of any of the foregoing,

or, to the Company’s Knowledge, union organizing activity or demand or petition for representation or certification, by or with

respect to any of the employees of the Company, and no such activities or disputes have occurred (including any representation or certification

proceedings brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority) since the Company’s

incorporation. No employees of the Company are represented by any labor organization, labor or trade union, or works council with respect

to their employment with the Company. The Company has not engaged in any unfair labor practices since its incorporation. With respect

to the Transactions, the Company has satisfied in all material respects any pre-signing or, as of the Closing, pre-Closing notice, consultation

or other obligations owed to its employees or their representatives under applicable Law or Labor Agreement.

(b)

The Company is and since its incorporation has been in compliance in all material respects with all applicable Laws respecting labor,

employment and employment practices, including Laws regarding terms and conditions of employment, health and safety, wages and hours,

discrimination, harassment, retaliation, whistleblowing, disability, labor relations, worker classification, Tax withholding, hours of

work, payment of wages and overtime wages, pay equity, immigration (including the completion of Forms I-9 and confirmation of visas),

workers’ compensation, unemployment insurance, working conditions, equal opportunity, affirmative action, employee leave and other

time off, COVID-19, and employee terminations (including plant closures and layoffs), and has not received written or, to the Knowledge

of the Company, oral notice that there is any instance of noncompliance in any of the foregoing respects. Except as would not result

in material liability to the Company, the Company (i) has since its incorporation correctly classified all current and former exempt

and non-exempt employees, individual independent contractors, leased employees, and other non-employee service providers for all applicable

purposes, (ii) is not liable for any past due arrears of wages, salaries, premiums, commissions, bonuses, severance, termination payments,

fees, or other compensation due to current or former employees, independent contractors or other individual service providers of the

Company since its incorporation or any fine, Tax, interest or penalty for failure or delinquency to pay the foregoing and (iii) is not

liable for any material payment to any Governmental Authority with respect to unemployment or workers’ compensation benefits, social

security or other benefits, insurance, Taxes or obligations for employees, independent contractors or other individual service providers

due since the Company’s incorporation (other than routine payments to be made in the ordinary course of business and consistent

with past practice). There are no Actions pending or, to the Company’s Knowledge, threatened, and there have been no such Actions

since the Company’s incorporation, by or against the Company brought by or against any applicant for employment, any current or

former employee, consultant, independent contractor or other individual service provider, any Person alleging to be a current or former

employee, contractor or individual service provider, or any Governmental Authority or any other Person relating to violations of labor

or employment Laws, or making any other allegation relating to the employment of or services rendered by such Person including alleging

breach of any express or implied contract of employment or engagement, wrongful termination of employment or engagement, or alleging

any other discriminatory, wrongful or tortious conduct in connection with the employment or service relationship. To the Company’s

Knowledge, (A) no employee or individual service provider intends to terminate his or her employment with or services to the Company,

and (B) no current or former employee or individual service provider is in any material respect in violation of any employment agreement,

nondisclosure obligation, fiduciary duty, restrictive covenant or other obligation (I) owed to the Company or (II) owed to any third

party with respect to such person’s right to be employed or engaged by the Company.

(c)

There has not at any time since the Company’s incorporation been any, and there is no pending or, to the Knowledge of the Company,

threatened, any allegation, investigation (including any internal investigation), complaint, lawsuit or Action concerning any Misconduct

with respect to any Company employee, contractor, or other service provider (and, where required, the Company has taken corrective action

in response to).

7.20

Benefit Plans.

(a)

“Company Benefit Plan” means each Benefit Plan that is sponsored, maintained, contributed to or required to be contributed

by the Company or any of its Subsidiaries or under which the Company or any of its Subsidiaries has any liability or obligation (including

any contingent liability or obligation).

(b)

No Company Benefit Plan is, and neither the Company nor any of its Subsidiaries sponsors, maintains or contributes to (or have any obligation

to contribute to), or has any liability under or with respect to any: (i) “defined benefit plan” (as defined in Section 3(35)

of ERISA) or any plan that is or was subject to Title IV of ERISA or Section 412 or 430 of the Code, (ii) “multiemployer plan,”

as defined in Section 3(37) of ERISA, (iii) “multiple employer plan” within the meaning of Section 413(c) of the Code or

Section 210 of ERISA, or (iv) “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). Neither the

Company nor any of its Subsidiaries has any Liability on account of being considered a single employer under Section 414 of the Code

with any other Person. No Company Benefit Plan provides, and neither the Company nor any of its Subsidiaries has any obligation to provide,

retiree or post-employment health or life insurance or any other retiree or post-employment welfare-type benefits to any Person other

than as required under Section 4980B of the Code or any similar state Law and for which the covered Person pays the full cost of coverage.

(c)

With respect to each Company Benefit Plan: (i) such Company Benefit Plan is and has at all times been operated, maintained, funded and

administered in all material respects in accordance with its terms, and applicable Laws; (ii) there have been no “prohibited transactions”

within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA that are not otherwise exempt under Section 408 of ERISA;

(iii) no material Action is pending, or to the Company’s Knowledge, threatened (other than routine claims for benefits arising

in the ordinary course of administration); and (iv) all material contributions, distributions, reimbursements and premiums due through

the Closing Date have been timely made and all such amounts for any period ending on or before the Closing Date that are not yet due

have been made or properly accrued on the Company Financial Statements. Neither the Company nor any of its Subsidiaries has incurred

(whether or not assessed) or is reasonably expected to incur or to be subject to, any material Tax or other penalty with respect to the

reporting requirements under Sections 6055 and 6056 of the Code, as applicable, or under Section 4980B, 4980D or 4980H of the Code.

(d)

Neither the execution and delivery of this Agreement nor the consummation of the Transactions could (either alone or in combination with

another event) (i) result in any payment or benefit, or increase in the amount of any compensation or benefits due, to any current or

former employee, officer, director or other individual service provider of the Company or any of its Subsidiaries; (ii) result in the

acceleration of the time of payment or vesting, or trigger any payment or funding of any compensation or benefits due to any current

or former employee, officer, director or other individual service provider of the Company or any of its Subsidiaries; (iii) except as

required under the terms of this Agreement or by applicable Law, restrict the ability of the Company to merge, amend or terminate any

material Company Benefit Plan; (iv) result in the forgiveness of any employee or service provider loan; or (v) result in the payment

of any amount (whether in cash or property or the vesting of property) that could, individually or in combination with any other such

payment, constitute an “excess parachute payment” (within the meaning of Section 280G(b)(1) of the Code). No person is entitled

to receive, and neither the Company nor any of its Subsidiaries has any current or contingent obligation to provide, any payment (including

any tax gross-up or other payment), indemnification, reimbursement or otherwise be made whole from the Company as a result of the imposition

of any excise taxes required by any applicable Laws, including under Section 4999 or Section 409A of the Code (or any corresponding provisions

of state, local or foreign Tax law).

(e)

Each Company Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section

409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and administered in all respects in operational compliance

with, and is in all respects in documentary compliance with, Section 409A of the Code and all IRS guidance promulgated thereunder, and

no amount under any such plan, agreement or arrangement is, has been or could reasonably be expected to be subject to any additional

Tax, interest or penalties under Section 409A of the Code.

7.21

Environmental Matters.

(a)

The Company and its Subsidiaries have, since incorporation have been, in compliance in all material respects with all applicable Environmental

Laws, including obtaining, maintaining, and complying in all material respects with all Permits required under Environmental Laws for

the operation of its business and the occupation of its properties and facilities.

(b)

Neither the Company nor any of its Subsidiaries has received any Order, notice or written report from any Governmental Authority regarding

any actual or alleged material violation of, or material Liability under, Environmental Laws.

(c)

Neither the Company nor any of its Subsidiaries have treated, stored, arranged for or permitted the disposal of, transported, handled,

distributed, exposed any person to or Released Hazardous Materials, including on any property owned, or operated on, by the Company or

any of its Subsidiaries and no such property owned or operated on by the Company or any of its Subsidiaries is contaminated by Hazardous

Materials, in each case so as to give rise to any Environmental Liabilities of the Company.

(d)

Neither the Company nor any of its Subsidiaries is party to any Contract pursuant to which the Company or such Subsidiary provided an

indemnity with respect to, or has otherwise become subject to (either by Contract or operation of Law), any Environmental Liability of

any other Person under Environmental Laws or relating to Hazardous Materials.

(e)

The Company has provided to Southern and DevvStream all environmental audits, assessments and reports and other material environmental,

health or safety documents relating to the Company’s past or current properties, facilities or operations on the Company’s

properties and facilities that are in the Company and its Subsidiaries’ possession or, to the Knowledge of the Company, under its

reasonable control.

7.22

Related Person Transactions. Except as set forth on Section 7.23 of the Company Disclosure Schedules, neither the Company

nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of the Company or any of its Affiliates,

nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of

the foregoing, a “Company Related Person”) is presently, or since January 1, 2025, has been, a party to any transaction

with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers,

directors or employees of the Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring

payments to (other than for services or expenses as directors, officers or employees of the Company in the ordinary course of business

consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner,

officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest.

7.23

Insurance.

(a)

A list of all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held

by the Company, as of the date hereof, relating to the Company or its business, properties, assets, directors, officers and employees,

copies of which have previously been made available to Southern and DevvStream is set forth on Section 7.24(a) of the Company

Disclosure Schedules. All premiums due and payable under all such insurance policies have been timely paid and the Company is otherwise

in material compliance with the terms of such insurance policies and each such insurance policy (i) is legal, valid, binding, enforceable

and in full force and effect and (ii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical

terms following the Closing. Neither the Company nor any of its Subsidiaries has any self-insurance or co-insurance programs. Since the

date of the Company’s incorporation, neither the Company nor any of its Subsidiaries has received any notice from, or on behalf

of, any insurance carrier relating to or involving any adverse change or any change other than in the ordinary course of business, in

the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy.

(b)

The Company and its Subsidiaries have reported to its insurers all claims and pending circumstances that would reasonably be expected

to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to the Company or

any of its Subsidiaries. To the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that would

reasonably be expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any such material

insurance claim. Since incorporation, neither the Company nor any of its Subsidiaries has made any claim against an insurance policy

as to which the insurer is denying or has denied coverage.

7.24

Books and Records. All of the financial books and records of the Company and its Subsidiaries are complete and accurate in

all material respects and have been maintained in the ordinary course of business consistent with past practice and in accordance with

applicable Laws.

7.25

Certain Business Practices.

(a)

Neither the Company or any of its Subsidiaries nor any of their respective officers, directors, employees or other individual service

providers, nor to the Knowledge of the Company, any agent or other third party representative acting on behalf of the Company or any

of its Subsidiaries, (a) is currently, or has been since incorporation: (i) a Sanctioned Person; (ii) engaging in any dealings or transactions

with or for the benefit of any Sanctioned Person or in any Sanctioned Country; (iii) engaging in any export, reexport, transfer or provision

of any goods, software, technology, data or service without, or exceeding the scope of, any required or applicable licenses or authorizations

under all applicable Ex-Im Laws; or (iv) otherwise in violation of Trade Controls; or (b) has at any time (i) made or accepted any unlawful

payment or given, received, offered, promised, or authorized or agreed to give or receive, any money, advantage or thing of value, directly

or indirectly, to or from any employee or official of any Governmental Authority or any other Person in violation of Anti-Corruption

Laws; or (ii) otherwise been in violation of any Anti-Corruption Laws.

(b)

Neither the Company nor any of its Subsidiaries has received from any Governmental Authority or any Person any notice, inquiry, or internal

or external allegation; made any voluntary or involuntary disclosure to a Governmental Authority; or conducted any internal investigation

or audit concerning any actual or potential violation or wrongdoing in each case, related to Trade Controls or Anti-Corruption Laws.

(c)

Neither the Company nor any of its Subsidiaries is a “TID U.S. Business,” as such term is defined in 31 C.F.R. § 800.248.

7.26

Compliance with Privacy Laws, Privacy Policies and Certain Contracts.

(a)

The Company and its Subsidiaries, and to the Knowledge of the Company, their respective officers, directors, employees, agents, subcontractors,

vendors and other individual service providers to whom the Company or any of its Subsidiaries, as applicable, has given access to Personal

Data, are and have been at all times, in compliance in all material respects with (i) all applicable Privacy Laws, (ii) the Company’s

and its Subsidiaries’ privacy policies, (iii) all industry and self-regulatory standards governing Personal Data, privacy, data

security, and data protection to which the Company or any of its Subsidiaries are bound or to which they purport to adhere (including,

as applicable, the Payment Card Industry Data Security Standard), and (iv) the Company’s and its Subsidiaries’ contractual

obligations concerning Personal Data, privacy, data protection, cybersecurity, data security and the security of the Company’s

and each of its Subsidiaries’ information technology systems, and neither the execution, delivery nor performance of this Agreement

or any other agreements referred to in this Agreement nor the consummation of any of the Transactions will, with or without notice or

lapse of time, directly result in any violation of the foregoing clauses (i)–(iv) in any material respect;

(b)

To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has experienced any material loss, damage or unauthorized

access, use, disclosure, modification or breach of security of Personal Data maintained by or on behalf of the Company (including, to

the Knowledge of the Company, by any agent, subcontractor or vendor of the Company); and

(c)

To the Knowledge of the Company, (i) no Person, including any Governmental Authority, has made any written claim or commenced any Proceeding

with respect to any violation of any Privacy Law by the Company or any of its Subsidiaries; and (ii) the Company has not been given written

notice of any criminal, civil or administrative violation of any Privacy Law, in any case including any claim or Action with respect

to any loss, damage or unauthorized access, use, disclosure, modification or breach of security, of Personal Data maintained by or on

behalf of the Company or any of its Subsidiaries (including by any agent, subcontractor or vendor of the Company).

7.27

Investment Company Act. Neither the Company nor any of its Subsidiaries is an “investment company” or a Person

directly or indirectly “controlled” by or acting on behalf of an “investment company,” or required to register

as an “investment company,” in each case within the meaning of the Investment Company Act.

7.28

Finders and Brokers. Except as set forth on Section 7.29 of the Company Disclosure Schedules, neither the Company nor

any of its Subsidiaries has any Liability in connection with this Agreement or the Ancillary Documents, or the Transactions, that would

result in the obligation of the Company or any of its Subsidiaries, or any of their respective Affiliates, to pay any finder’s

fee, brokerage or agent’s commissions or other like payments.

7.29

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business,

results of operations, prospects, condition (financial or otherwise) or assets of Southern and DevvStream and acknowledges that it has

been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Southern

and DevvStream for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement, the

Ancillary Documents to which it is a party and to consummate the Transactions, it has relied solely upon its own investigation and the

express representations and warranties of Southern set forth in Article IV (including the related portions of the Southern Disclosure

Schedule) and DevvStream set forth in Article VI (including the related portions of the DevvStream Disclosure Schedule) and in

any certificate delivered to the Company by DevvStream or Southern, pursuant hereto; and (b) neither Southern, DevvStream nor any of

their Representatives has made any representation or warranty, express or implied, as to DevvStream or Southern, this Agreement, the

Transactions, or any information or materials regarding the foregoing furnished or made available to the Company, except as expressly

set forth in Article IV and Article VI (including the related portions of the DevvStream Disclosure Schedules and Southern Disclosure

Schedules) or in any certificate delivered to the Company by DevvStream or Southern pursuant hereto.

7.30

Information Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation

by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing

made with any Governmental Authority or stock exchange with respect to the Transactions; (b) in the Registration Statement; or (c) in

the Company Proxy Statement, the DevvStream Circular and other mailings or other distributions to the Company Shareholders, Southern

Shareholders, DevvStream Shareholders or prospective investors with respect to the consummation of the Transactions or in any amendment

to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, including

on the Closing Date, contain or will contain any untrue statement of a material fact or omit to state any material fact required to be

stated therein or necessary in order to make the statements therein, other than in the case of the Registration Statement, in light of

the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by the Company expressly

for inclusion or incorporation by reference in any press release or filing will, when filed or distributed, as applicable, contain any

untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the

statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither the

Company nor any of its Subsidiaries makes any representation, warranty or covenant with respect to any information supplied by or on

behalf of Southern, DevvStream or their respective Affiliates.

7.31

Company SEC Documents. Since June 6, 2025, the Company has filed with or furnished to (as applicable) the SEC all registration

statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents and related exhibits required to be filed

or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant

to SPX (such documents and any other documents filed or furnished by DevvStream with the SEC since June 6, 2025, as have been supplemented,

modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing

dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or

amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made,

not misleading and (b) complied as to form in all material respects with all applicable requirements of the Exchange Act or the Securities

Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the

Company Subsidiaries is currently required to file periodic reports with the SEC. As of the date of this Agreement, there are no material

outstanding or unresolved comments received from the SEC with respect to any of the reports filed by the Company with the SEC. Since

June 6, 2025, the Company has been and is in compliance in all material respects with the applicable provisions of SOX and the applicable

listing and corporate governance rules and regulations of the Nasdaq and Nasdaq Sweden. Neither the Company nor any of its Subsidiaries

has outstanding, or has arranged any outstanding, “extension of credit” to any director or executive officer within the meaning

of Section 402 of SOX. With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company

SEC Documents, the “principal executive officer” and “principal financial officer” of the Company (as such terms

are defined under SOX) have made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906

of the SOX.

Article

VIII

COVENANTS

8.1

Access and Information. During the period from the date of this Agreement and continuing until the earlier of the termination

of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), and subject to Section

8.13, each Party shall, and shall cause its Representatives to, provide the other Parties and their Representatives, at reasonable

times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and

to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information

(including Tax Returns, internal working papers, client files, client Contracts and director service agreements) of or pertaining to

such Party, as the requesting Party or its Representatives may reasonably request regarding such Party’s business, assets, Liabilities,

financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements,

a consolidated quarterly balance sheet and income statement, copies of each material report, Schedule and other document filed with or

received by a Governmental Authority pursuant to applicable securities Laws, and independent public accountants’ work papers (subject

to any required consents or conditions)). Each Party shall cause its Representatives to reasonably cooperate with the other Parties and

their Representatives in connection with any such investigation; provided, however, that each requesting Party and its

Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of

the disclosing Party.

8.2

Conduct of Business of DevvStream and its Subsidiaries.

Unless

Southern and the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during

the Interim Period, except as expressly contemplated by this Agreement (including Section 8.2 of the DevvStream Disclosure Schedules)

or the Ancillary Documents, DevvStream and its Subsidiaries shall (i) conduct their business, in all material respects, in the ordinary

course of business consistent with past practice, (ii) comply in all material respects with all Laws applicable to them and their respective

business, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all

material respects, its business organization, to keep available the services of their managers, directors, officers, employees and individual

service providers, and to preserve the possession, control and condition of their assets.

Without

limiting the generality of this Section 8.2, and except as contemplated by the terms of this Agreement or the Ancillary Documents

or as set forth in Section 8.2 of the DevvStream Disclosure Schedules, during the Interim Period, without the written consent

of Southern and the Company (such consent not to be unreasonably withheld, conditioned or delayed), DevvStream and its Subsidiaries shall

not, unless required by applicable Law:

(a)

amend, waive or otherwise change, in any respect, its Organizational Documents;

(b)

authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity

or debt securities or any options, restricted stock units, restricted stock, phantom stock, stock appreciation, profit participation,

warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity or debt securities, or other securities,

including any securities convertible into or exchangeable for any of its shares or other equity or debt securities or securities of any

class and any other equity-based or phantom equity awards, or engage in any hedging transaction with a third Person with respect to such

securities;

(c)

split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof

or declare, pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect

of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities (except

for the repurchase of Company Common Shares from former employees, non-employee directors and consultants in accordance with agreements

as in effect on the date hereof that are set forth on the DevvStream Disclosure Schedules providing for the repurchase of shares in connection

with any termination of service);

(d)

incur, create, assume, prepay, commit to, or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess

of $1,000,000 individually or $2,000,000 in the aggregate, make a loan or advance to or investment in any Person (other than advancement

of expenses to employees in the ordinary course of business) in excess of $1,000,000 individually or $2,000,000 in the aggregate, or

guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $1,000,000 individually or $2,000,000 in the

aggregate;

(e)

except as required by the terms in existence as of the date hereof of any DevvStream Benefit Plan set forth on Section 6.21(b)

of the DevvStream Disclosure Schedules or applicable Law, (i) increase or decrease the wages, salaries or any other compensation or benefits

provided to any of its current or former employees, officers, directors or other individual service providers, including under any DevvStream

Benefit Plan or any other benefit or compensation plan, agreement, contract, program, policy or arrangement that would be a DevvStream

Benefit Plan if in effect as of the date hereof (other than ordinary course increases in the annual base salary (and corresponding increases

in any annual target bonus linked to a percentage of base salary) to employees whose annual base salary is below $100,000 (prior to such

increase)), (ii) make, announce or commit to make any retention, change in control, transaction, severance or similar payment (whether

cash, properties or securities) to any employee, officer, director or other individual service provider of DevvStream or (iii) enter

into, establish, amend, modify, commence participation in or terminate any DevvStream Benefit Plan, including any benefit or compensation

plan, policy, program, contract, agreement or arrangement that would be a DevvStream Benefit Plan if in effect on the date hereof;

(f)

take any action to (i) hire, engage, or otherwise enter into any employment or consulting agreement or other service agreement with,

or terminate (other than for “cause”) any officer, director, or, other than in the ordinary course consistent with past practice,

any employee or other individual service provider of DevvStream, (ii) grant, promise or announce any cash, equity, equity-based or phantom

equity awards, other than in the ordinary course and consistent with past practice, (iii) accelerate, or commit to accelerate, the payment,

funding, right to payment or vesting of any compensation or benefits, (iv) enter into, amend, negotiate or terminate any Labor Agreement

or recognize or certify any labor union, works council or labor organization as the bargaining representative for any employees of DevvStream,

or (v) knowingly or through conduct waive or release any noncompetition, nonsolicitation, or other restrictive covenant obligation of

any current or former employee or other individual service provider;

(g)

make, change or rescind (or request to change or rescind) any material election relating to Taxes, settle or compromise any Action, arbitration,

investigation, audit or controversy relating to Taxes, enter into any closing agreement with respect to Taxes, file any amended Tax Return

or claim for refund, or make (or request to make) any material change in its accounting or Tax policies or procedures, in each case except

as required by applicable Law or in compliance with GAAP;

(h)

sell, assign, transfer, license or sublicense to any Person or otherwise extend, materially amend or modify, abandon, permit to lapse

or expire, subject to any Lien, otherwise dispose of, or fail to preserve any material Owned IP or DevvStream IP Licenses (excluding

non-exclusive licenses granted to customers in the ordinary course of business consistent with past practice), disclose to any Person

who has not entered into a confidentiality agreement any Trade Secrets, or disclose, license, escrow, or otherwise make available, or

grant any rights to, any Source Code owned or purported to be owned by DevvStream;

(i)

other than in the ordinary course and consistent with past practice with respect to customers and suppliers, (i) enter into any amendment

of any DevvStream Material Contract, (ii) enter into any Contract that if entered into prior to the date hereof would be a DevvStream

Material Contract, provided that DevvStream may enter into such new Contracts so long as the aggregate amount payable under all such

new Contracts does not exceed $1,500,000, or (iii) waive any material benefit or right under any DevvStream Material Contract;

(j)

fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(k)

establish any Subsidiary, enter into any new line of business, materially change the business carried on by DevvStream and its Subsidiaries,

taken as a whole;

(l)

voluntarily terminate, cancel, materially modify or amend, permit to lapse, or fail to keep in force any insurance policies maintained

for the benefit of DevvStream or providing insurance coverage with respect to its assets, operations and activities, without replacing

or revising such policies with a comparable amount of insurance coverage with substantially similar coverage to that which is currently

in effect;

(m)

revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required

to comply with GAAP and after consulting with DevvStream’s outside auditors;

(n)

waive, release, assign, commence, initiate, satisfy, settle or compromise any Action, other than waivers, releases, assignments, settlements

or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of

wrongdoing by, DevvStream or its Affiliates) not in excess of $250,000 individually or $750,000 in the aggregate;

(o)

acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any

corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets

outside the ordinary course of business consistent with past practice;

(p)

make capital expenditures in excess of $1,000,000 (individually for any project (or set of related projects) or $2,000,000 in the aggregate);

(q)

authorize, recommend, propose or announce an intention to adopt, or otherwise effect a plan of complete or partial liquidation, rehabilitation,

dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or similar transaction;

(r)

purchase, sell, lease, license, transfer, exchange or swap, pledge, mortgage or otherwise pledge or encumber (including securitizations),

or transfer or otherwise dispose of any material portion of its properties, assets or rights (including equity interests of DevvStream);

(s)

other then in connection with the solicitation of proxies in connection with DevvStream Meeting or DevvStream Support & Lock-Up Agreements,

enter into any agreement, understanding or arrangement with respect to the voting of equity securities of DevvStream; or

(t)

agree to take any action that is prohibited by this Section 8.2

Nothing

contained in this Section 8.2 shall be deemed to give Southern, the Company or any other Party, directly or indirectly, the right

to control or direct DevvStream prior to the Closing. Prior to the Closing, DevvStream shall exercise, consistent with the terms and

conditions hereof, control over its business and operations. The Parties acknowledge and agree that for purposes this Section 8.2,

the Company and Southern shall be deemed to have consented in writing to any of the foregoing actions taken or proposed to be taken by

DevvStream, if (x) DevvStream delivers to the Company and Southern written request to take such action and the Company and Southern fail

to respond thereto within two (2) Business Days following its receipt of such request, or (y) if DevvStream receives written approval

or written acknowledgment (without objection) of the taking of such action from, in the case of the Company, the Chief Executive Officer

or the Chief Financial Officer (or equivalent) of the Company or the Chairman of the Company Board or, in the case of Southern, any of

the individuals listed on Section 13.1(a) of the Southern Disclosure Schedules.

8.3

Conduct of Business of Southern.

Unless

the Company and DevvStream shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed),

during the Interim Period, except as expressly contemplated by this Agreement (including Section 8.3 of the Southern Disclosure

Schedules) or the Ancillary Documents, Southern shall (i) conduct its business, in all material respects, in the ordinary course of business

consistent with past practice, (ii) comply in all material respects with all Laws applicable to its business, assets and employees, and

(iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, its business organization,

to keep available the services of their managers, directors, officers, employees and individual service providers, and to preserve the

possession, control and condition of their assets.

Without

limiting the generality of this Section 8.3, and except as contemplated by the terms of this Agreement or the Ancillary Documents

or as set forth in Section 8.3 of the Southern Disclosure Schedules, during the Interim Period, without the written consent of

the Company and DevvStream (such consent not to be unreasonably withheld, conditioned or delayed), Southern shall not, unless required

by applicable Law:

(a)

amend, waive or otherwise change, in any respect, its Organizational Documents;

(b)

authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity

or debt securities or any options, restricted stock units, restricted stock, phantom stock, stock appreciation, profit participation,

warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity or debt securities, or other securities,

including any securities convertible into or exchangeable for any of its shares or other equity or debt securities or securities of any

class and any other equity-based or phantom equity awards, or engage in any hedging transaction with a third Person with respect to such

securities;

(c)

split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof

or declare, pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect

of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities (except

for the repurchase of Southern Shares from former employees, non-employee directors and consultants in accordance with agreements as

in effect on the date hereof that are set forth on the Southern Disclosure Schedules providing for the repurchase of shares in connection

with any termination of service);

(d)

incur, create, assume, prepay, commit to, or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess

of $1,000,000 individually or $2,000,000 in the aggregate, make a loan or advance to or investment in any Person (other than advancement

of expenses to employees in the ordinary course of business) in excess of $1,000,000 individually or $2,000,000 in the aggregate, or

guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $1,000,000 individually or $2,000,000 in the

aggregate;

(e)

except as required by the terms in existence as of the date hereof of any Southern Benefit Plan set forth on Section 4.20(b) of

the Southern Disclosure Schedules or applicable Law, (i) increase or decrease the wages, salaries or any other compensation or benefits

provided to any of its current or former employees, officers, directors or other individual service providers, including under any Southern

Benefit Plan or any other benefit or compensation plan, agreement, contract, program, policy or arrangement that would be a Southern

Benefit Plan if in effect as of the date hereof (other than ordinary course increases in the annual base salary (and corresponding increases

in any annual target bonus linked to a percentage of base salary) to employees whose annual base salary is below $100,000 (prior to such

increase)), (ii) make, announce or commit to make any retention, change in control, transaction, severance or similar payment (whether

cash, properties or securities) to any employee, officer, director or other individual service provider of Southern or (iii) enter into,

establish, amend, modify, commence participation in or terminate any Southern Benefit Plan, including any benefit or compensation plan,

policy, program, contract, agreement or arrangement that would be a Southern Benefit Plan if in effect on the date hereof;

(f)

take any action to (i) hire, engage, or otherwise enter into any employment or consulting agreement or other service agreement with,

or terminate (other than for “cause”) any officer, director, or, other than in the ordinary course consistent with past practice,

any employee or other individual service provider of Southern, (ii) grant, promise or announce any cash, equity, equity-based or phantom

equity awards, other than in the ordinary course and consistent with past practice, (iii) accelerate, or commit to accelerate, the payment,

funding, right to payment or vesting of any compensation or benefits, (iv) enter into, amend, negotiate or terminate any Labor Agreement

or recognize or certify any labor union, works council or labor organization as the bargaining representative for any employees of Southern,

or (v) knowingly or through conduct waive or release any noncompetition, nonsolicitation, or other restrictive covenant obligation of

any current or former employee or other individual service provider;

(g)

make, change or rescind (or request to change or rescind) any material election relating to Taxes, settle or compromise any Action, arbitration,

investigation, audit or controversy relating to Taxes, enter into any closing agreement with respect to Taxes, file any amended Tax Return

or claim for refund, or make (or request to make) any material change in its accounting or Tax policies or procedures, in each case except

as required by applicable Law or in compliance with GAAP;

(h)

sell, assign, transfer, license or sublicense to any Person or otherwise extend, materially amend or modify, abandon, permit to lapse

or expire, subject to any Lien, otherwise dispose of, or fail to preserve any material Owned IP or Southern IP Licenses (excluding non-exclusive

licenses granted to customers in the ordinary course of business consistent with past practice), disclose to any Person who has not entered

into a confidentiality agreement any Trade Secrets, or disclose, license, escrow, or otherwise make available, or grant any rights to,

any Source Code owned or purported to be owned by Southern;

(i)

other than in the ordinary course and consistent with past practice with respect to customers and suppliers, (i) enter into any amendment

of any Southern Material Contract, (ii) enter into any Contract that if entered into prior to the date hereof would be a Southern Material

Contract, provided that Southern may enter into such new Contracts so long as the aggregate amount payable under all such new Contracts

does not exceed $1,500,000, or (iii) waive any material benefit or right under any Southern Material Contract;

(j)

fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(k)

establish any Subsidiary, enter into any new line of business, materially change the business carried on by the Southern and its Subsidiaries,

taken as a whole;

(l)

voluntarily terminate, cancel, materially modify or amend, permit to lapse, or fail to keep in force any insurance policies maintained

for the benefit of Southern or providing insurance coverage with respect to its assets, operations and activities, without replacing

or revising such policies with a comparable amount of insurance coverage with substantially similar coverage to that which is currently

in effect;

(m)

revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required

to comply with GAAP and after consulting with Southern outside auditors;

(n)

waive, release, assign, commence, initiate, satisfy, settle or compromise any Action, other than waivers, releases, assignments, settlements

or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of

wrongdoing by, Southern or its Affiliates) not in excess of $250,000 individually or $750,000 in the aggregate;

(o)

acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any

corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets

outside the ordinary course of business consistent with past practice;

(p)

make capital expenditures in excess of $1,000,000 (individually for any project (or set of related projects) or $2,000,000 in the aggregate);

(q)

authorize, recommend, propose or announce an intention to adopt, or otherwise effect a plan of complete or partial liquidation, rehabilitation,

dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or similar transaction;

(r)

purchase, sell, lease, license, transfer, exchange or swap, pledge, mortgage or otherwise pledge or encumber (including securitizations),

or transfer or otherwise dispose of any material portion of its properties, assets or rights (including equity interests of Southern);

(s)

enter into any agreement, understanding or arrangement with respect to the voting of equity securities of Southern; or

(t)

agree to take any action that is prohibited by this Section 8.3.

Nothing

contained in this Section 8.3 shall be deemed to give the Company, DevvStream or any other Party, directly or indirectly, the

right to control or direct Southern prior to the Closing. Prior to the Closing, Southern shall exercise, consistent with the terms and

conditions hereof, control over its business and operations. The Parties acknowledge and agree that for purposes this Section 8.3,

DevvStream and the Company shall be deemed to have consented in writing to any of the foregoing actions taken or proposed to be taken

by Southern, if (x) Southern delivers to DevvStream and the Company written request to take such action and DevvStream and the Company

fail to respond thereto within two (2) Business Days following its receipt of such request, or (y) if Southern receives written approval

or written acknowledgment (without objection) of the taking of such action from, in the case of DevvStream, the Chief Executive Officer

or the Chief Financial Officer (or equivalent) of DevvStream or the Chairman of the DevvStream Board or, in the case of the Company,

the Chief Executive Officer or the Chief Financial Officer (or equivalent) of the Company or the Chairman of the Company Board.

8.4

Conduct of Business of Merger Subs. Unless Southern and DevvStream shall otherwise consent in writing (such consent not to

be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or the

Ancillary Documents, each Merger Sub shall comply with all Laws applicable to such Merger Sub.

Without

limiting the generality of this Section 8.4 and except as contemplated by the terms of this Agreement or the Ancillary Documents,

during the Interim Period, without the prior written consent of Southern and DevvStream (such consent not to be unreasonably withheld,

conditioned or delayed), neither Merger Sub shall:

(a)

amend, waive or otherwise change, in any respect, its Organizational Documents;

(b)

issue, grant, sell, pledge, dispose of or authorize to issue, grant, sell, pledge or dispose of any of its equity securities, or issue

or sell, or authorize to issue or sell, any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any

of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities

or other security interests of any class and any other equity-based awards;

(c)

(i) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof

or (ii) declare, pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof)

in respect of its shares or other equity interests, or (iii) other than as permitted under its Organizational Documents, directly or

indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(d)

adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization

(other than with respect to the Merger); or

(e)

authorize, recommend, propose or announce an intention to adopt, or otherwise effect a plan of complete or partial liquidation, rehabilitation,

dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or similar transaction;

(f)

buy, purchase or otherwise acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any

material portion of assets, securities, properties, interests or businesses of any Person outside the ordinary course of business;

(g)

enter into any Contract, whether written, oral or otherwise, relating to the employment of any Person or the provision of services by

any Person;

(h)

carry on any business or otherwise engage in any activities, other than any activities reasonably necessary to implement the Transactions;

(i)

incur any liabilities, except to the extent reasonably necessary to implement the Transactions; or

(j)

agree to take any action that is prohibited by this Section 8.4.

8.5

Conduct of Business of the Company and its Subsidiaries.

Unless

Southern and DevvStream shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during

the Interim Period, except as expressly contemplated by this Agreement (including Section 8.5 of the Company Disclosure Schedules)

or the Ancillary Documents, the Company and its Subsidiaries (other than the Merger Subs) shall (i) conduct their business, in all material

respects, in the ordinary course of business consistent with past practice, (ii) comply in all material respects with all Laws applicable

to them and their respective business, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate

to preserve intact, in all material respects, its business organization, to keep available the services of their managers, directors,

officers, employees and individual service providers, and to preserve the possession, control and condition of their assets.

Without

limiting the generality of this Section 8.5, and except as contemplated by the terms of this Agreement or the Ancillary Documents

or as set forth in Section 8.5 of the Company Disclosure Schedules, during the Interim Period, without the written consent of

Southern and DevvStream (such consent not to be unreasonably withheld, conditioned or delayed), the Company and its Subsidiaries shall

not, unless required by applicable Law:

(a)

Materially amend, waive or otherwise materially change, in any respect, its Organizational Documents;

(b)

split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof

or declare, pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect

of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities (except

for the repurchase of Company Common Shares from former employees, non-employee directors and consultants in accordance with agreements

as in effect on the date hereof that are set forth on the Company Disclosure Schedules providing for the repurchase of shares in connection

with any termination of service);

(c)

make, change or rescind (or request to change or rescind) any material election relating to Taxes, settle or compromise any Action, arbitration,

investigation, audit or controversy relating to Taxes, enter into any closing agreement with respect to Taxes, file any amended Tax Return

or claim for refund, or make (or request to make) any material change in its accounting or Tax policies or procedures, in each case except

as required by applicable Law or in compliance with GAAP;

(d)

other than in the ordinary course of business, sell, assign, transfer, license or sublicense to any Person or otherwise extend, materially

amend or modify, abandon, permit to lapse or expire, subject to any Lien, otherwise dispose of, or fail to preserve any material Owned

IP or Company IP Licenses (excluding non-exclusive licenses granted to customers in the ordinary course of business consistent with past

practice), disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets, or disclose, license, escrow,

or otherwise make available, or grant any rights to, any Source Code owned or purported to be owned by the Company;

(e)

fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(f)

enter into any new line of business, materially change the business carried on by the Company and its Subsidiaries, taken as a whole;

(g)

voluntarily terminate, cancel, permit to lapse, or fail to keep in force any insurance policies maintained for the benefit of the Company

or providing insurance coverage with respect to its assets, operations and activities, without replacing or revising such policies with

a comparable amount of insurance coverage with substantially similar coverage to that which is currently in effect; provided,

however, that the Company may reduce the coverage limits or increase the deductibles of such existing insurance policies;

(h)

revalue any of its material assets;

(i)

acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any

corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets

outside the ordinary course of business consistent with past practice, if such acquisition would be material to the Company and its Subsidiaries,

taken as a whole;

(j)

authorize, recommend, propose or announce an intention to adopt, or otherwise effect a plan of complete or partial liquidation, rehabilitation,

dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or similar transaction;

(k)

purchase, sell, lease, license, transfer, exchange or swap, pledge, mortgage or otherwise pledge or encumber (including securitizations),

or transfer or otherwise dispose of any material portion of its properties, assets or rights (including equity interests of the Company)

outside the ordinary course of business consistent with past practice;

(l)

other than in connection with the solicitation of proxies in connection with the Company Meeting or the Company Support & Lock-Up

Agreements, enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; or

(m)

agree to take any action that is prohibited by this Section 8.5.

Nothing

contained in this Section 8.5 shall be deemed to give Southern, DevvStream or any other Party, directly or indirectly, the right

to control or direct the Company prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and

conditions hereof, control over its business and operations. The Parties acknowledge and agree that for purposes this Section 8.5,

DevvStream and Southern shall be deemed to have consented in writing to any of the foregoing actions taken or proposed to be taken by

the Company, if (x) the Company delivers to DevvStream and Southern written request to take such action and DevvStream and Southern fail

to respond thereto within two (2) Business Days following its receipt of such request, or (y) if the Company receives written approval

or written acknowledgment (without objection) of the taking of such action from, in the case of DevvStream, the Chief Executive Officer

or the Chief Financial Officer (or equivalent) of DevvStream or the Chairman of the DevvStream Board or, in the case of Southern, any

of the individuals listed on Section 13.1(a) of the Southern Disclosure Schedules.

8.6

Covenants Relating to the Transactions

(a)

Subject to Section 8.7, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that

during the Interim Period, each of the Parties shall do all such commercially reasonable acts and things as may be necessary or advisable

in order to consummate and make effective, as soon as reasonably practicable, the Transactions and, without limiting the generality of

the foregoing, the Parties shall and, where applicable, shall cause each of its Subsidiaries to:

(i)

use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as

set forth in Article IX to the extent the same is within its control (including, for the avoidance of doubt, the Required Company Shareholder

Approval, the Required DevvStream Shareholder Approval, the Company Support & Lock-Up Agreements, the DevvStream Support & Lock-Up

Agreements and the Southern Support & Lock-Up Agreement);

(ii)

use commercially reasonable efforts to oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or delay or

otherwise adversely affect the consummation of the Domestication, the Mergers or the other Transactions and defend, or cause to be defended,

any proceedings to which it is a party or brought against it or its directors or officers challenging this Agreement, any Ancillary Document,

the Domestication, the Mergers or the Transactions; and

(iii)

not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which

would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Pre-Closing Reorganization, Domestication,

the Mergers or the other Transactions.

(b)

The Company covenants and agrees that from the date hereof until the end of the Interim Period, the Company shall use commercially reasonable

efforts to obtain and maintain in force the Stock Exchange Approvals (as applicable). Southern and DevvStream shall use commercially

reasonable efforts to cooperate with the Company in respect of the foregoing, including by providing information reasonably requested

by the Company in connection therewith in a timely manner.

(c)

Southern covenants and agrees that from the date hereof until the end of the Interim Period, Southern shall promptly notify the Company

and DevvStream in writing of:

(i)

any Southern Material Adverse Effect;

(ii)

any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement,

amendment or confirmation) of such Person is required in connection with this Agreement, any Ancillary Document or the Transactions;

(iii)

any notice or other communication from any Person that has a material business relationship with Southern to the effect that such Person

is terminating or otherwise materially adversely modifying its relationship with Southern as a result of this Agreement or the Transactions;

(iv)

any notice or other communication from any Governmental Authority in connection with this Agreement or the Transactions (and to the extent

legally permitted Southern shall promptly following the receipt thereof provide a copy of any such written notice or communication to

the Company and DevvStream);

(v)

any material filing, Actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating

to or involving or otherwise affecting Southern;

(vi)

any failure of Southern to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its

Affiliates hereunder, in any material respect;

(vii)

any material non-compliance with any Law by Southern; or

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(viii)

the discovery of any fact or circumstance that, or Southern becoming aware of the occurrence or non-occurrence of any event the occurrence

or non-occurrence of which, would make any representation or warranty of Southern contained in this Agreement false or untrue, would

reasonably be expected to constitute a breach by Southern of any covenant or agreement contained in this Agreement, or would reasonably

be expected to cause or result in any of the conditions to the Closing set forth in this Agreement, not capable of being satisfied or

the satisfaction of those conditions being materially delayed.

(d)

DevvStream covenants and agrees that from the date hereof until the end of the Interim Period, DevvStream shall promptly notify the Company

and Southern in writing of:

(i)

any DevvStream Material Adverse Effect;

(ii)

any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement,

amendment or confirmation) of such Person is required in connection with this Agreement, any Ancillary Document or the Transactions;

(iii)

any notice or other communication from any Person that has a material business relationship with DevvStream or its Subsidiaries (taken

as a whole) to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with DevvStream

or any of its Subsidiaries as a result of this Agreement or the Transactions;

(iv)

any notice or other communication from any Governmental Authority in connection with this Agreement or the Transactions (and to the extent

legally permitted DevvStream shall promptly following the receipt thereof provide a copy of any such written notice or communication

to the Company and Southern);

(v)

(v) any material filing, Actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against,

relating to or involving or otherwise affecting DevvStream or any of its Subsidiaries;

(vi)

any failure of DevvStream to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or

its Affiliates hereunder, in any material respect;

(vii)

any material non-compliance with any Law by DevvStream or its Affiliates; or

(viii)

the discovery of any fact or circumstance that, or DevvStream becoming aware of the occurrence or non-occurrence of any event the occurrence

or non-occurrence of which, would make any representation or warranty of DevvStream contained in this Agreement false or untrue, would

reasonably be expected to constitute a breach by DevvStream of any covenant or agreement contained in this Agreement, or would reasonably

be expected to cause or result in any of the conditions to the Closing set forth in this Agreement not capable of being satisfied or

the satisfaction of those conditions being materially delayed.

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(e)

The Company covenants and agrees that from the date hereof until the end of the Interim Period, the Company shall promptly notify Southern

and DevvStream in writing of:

(i)

any Company Material Adverse Effect;

(ii)

any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement,

amendment or confirmation) of such Person is required in connection with this Agreement, any Ancillary Document or the Transactions;

(iii)

any notice or other communication from any Person that has a material business relationship with the Company or its Subsidiaries (taken

as a whole) to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company

or any of its Subsidiaries as a result of this Agreement or the Transactions;

(iv)

any notice or other communication from any Governmental Authority in connection with this Agreement or the Transactions (and to the extent

legally permitted the Company shall promptly following the receipt thereof provide a copy of any such written notice or communication

to Southern and DevvStream); or

(v)

any material filing, Actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating

to or involving or otherwise affecting the Company or any of its Subsidiaries;

(vi)

any failure of Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates

hereunder, in any material respect;

(vii)

any material non-compliance with any Law by the Company or its Affiliates; or

(viii)

the discovery of any fact or circumstance that, or the Company becoming aware of the occurrence or non-occurrence of any event the occurrence

or non-occurrence of which, would make any representation or warranty of the Company contained in this Agreement false or untrue, would

reasonably be expected to constitute a breach by the Company of any covenant or agreement contained in this Agreement, or would reasonably

be expected to cause or result in any of the conditions to the Closing set forth in this Agreement, not capable of being satisfied or

the satisfaction of those conditions being materially delayed.

(f)

During the Interim Period, no Party nor any of their Affiliates shall sell shares of such Party to brokers for any naked short coverage.

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8.7

Regulatory Approvals

(a)

As soon as reasonably practicable after the date hereof each Party, or where appropriate, the Parties jointly, shall make all notifications,

filings, applications and submissions with Governmental Authorities required or advisable in connection with the Regulatory Approvals,

including the Required Regulatory Approvals, and shall use commercially reasonable efforts to obtain as soon as reasonably practicable

and maintain the Regulatory Approvals, including the Required Regulatory Approvals, subject to the terms hereof.

(b)

All filing fees (including any Taxes thereon) in respect of any filing made to any Governmental Authority in respect of any Regulatory

Approvals shall be shared by the Parties equally.

(c)

The Parties shall (i) cooperate with and keep one another fully and promptly informed as to the status of and the processes and proceedings

relating to obtaining the Regulatory Approvals and shall promptly notify each other of any communication from any Governmental Authority

in respect this Agreement, (ii) provide or submit on a timely basis, and as promptly as practicable, all documentation and information

that is required, or in the discretion of a Party, acting reasonably, advisable, in response to any inquiries or requests received from

any state attorney general, antitrust authority or other Governmental Authority in connection with obtaining the Regulatory Approvals

and use their commercially reasonable efforts to ensure that such information does not contain a Misrepresentation; provided,

however, that, except as otherwise provided in this Agreement, including Section 7.19, nothing in this provision shall

require a Party to provide information that is not in its possession or not otherwise reasonably available to it, and (iii) not make

any submissions or filings to any Governmental Authority related to the Transactions, or participate in any meetings or any material

conversations with any Governmental Authority in respect of any filings, submissions, investigations or other inquiries or matters related

to the Transactions, unless it consults with the other Party in advance and, to the extent not precluded by such Governmental Authority,

gives the other Party a reasonable opportunity to review drafts of any submissions or filings (and will give due consideration to any

comments received from such other Parties) and to attend and participate in any communications. Despite the foregoing, submissions, filings

or other written communications with any Governmental Authority may be redacted as necessary before sharing with the other Parties to

address reasonable attorney-client or other privilege or confidentiality concerns, provided that a Party must provide external

legal counsel to the other Parties non-redacted versions of drafts and final submissions, filings or other written communications with

any Governmental Authority on the basis that the redacted information will not be shared with its clients.

(d)

Each Party shall promptly notify the other Parties if it becomes aware that any (i) application, filing, document or other submission

for a Regulatory Approval contains a Misrepresentation, or (ii) any Regulatory Approval contains, reflects or was obtained following

the submission of any application, filing, document or other submission containing a Misrepresentation, such that an amendment or supplement

may be necessary or advisable. In such case, the Parties shall co-operate in the preparation, filing and dissemination, as applicable,

of any such amendment or supplement.

(e)

The Parties shall request that any Required Regulatory Approval, be processed by the applicable Governmental Authority on an expedited

basis and, to the extent that a public hearing is held, the Parties shall request the earliest possible hearing date for the consideration

of such Regulatory Approvals.

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(f)

If any objections are asserted with respect to the Transactions under any Law, or if any proceeding is instituted or threatened by any

Governmental Authority challenging or which could lead to a challenge of any of the Transactions as not in compliance with Law or as

not satisfying any applicable legal text under a Law necessary to obtain the Regulatory Approvals, the Parties shall use commercially

reasonable efforts (in accordance with Section 8.6(a)(ii)) to resolve such objection, proceeding or Action, as the case may be,

so as to allow the Effective Time to occur on or prior to the Outside Date.

(g)

Notwithstanding anything to the contrary in this Agreement, no Party or any of its Subsidiaries is permitted or required to divest or

to offer to divest any of their material assets or properties or to agree to any material behavioral remedy, undertaking, commitment,

or restriction on the operations of Southern, DevvStream or the Company in order to secure any Regulatory Approval, except with the express

consent of Southern, DevvStream and the Company.

8.8

No Solicitation.

(a)

For purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication

of interest in making an offer or proposal, from any Person or group at any time and (ii) an “Alternative Transaction”

means a transaction (other than the Transactions) concerning the sale of (i) all or any material part of the business or assets (other

than a sale of immaterial assets in the ordinary course of business consistent with past practice) of the Company, Southern or DevvStream,

as applicable, or (ii) any of the shares or other equity interests or profits of the Company, Southern or DevvStream, as applicable,

in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance

of debt securities, management Contract, joint venture or partnership, or otherwise.

(b)

During the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources

in furtherance of the Transactions, each Party shall not, and shall cause its Representatives to not, without the prior written consent

of the Company, Southern and DevvStream, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission or

announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such Party or

its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person

or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition

Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect to, or that could reasonably

be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend,

any Acquisition Proposal, or (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other

similar agreement related to any Acquisition Proposal.

(c)

Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by

such Party or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for

discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests

for information or requests for discussions or negotiations that could be expected to result in an Acquisition Proposal, and (ii) any

request for non-public information relating to such Party or its Affiliates in connection with any Acquisition Proposal, specifying in

each case, the material terms and conditions thereof. Each Party shall keep the others promptly informed of the status of any such inquiries,

proposals, offers or requests for information. During the Interim Period, each Party shall, and shall cause its Representatives to, immediately

cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal

and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

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(d)

If the Company or DevvStream (each, a “Receiving Party”) receives a bona fide unsolicited Acquisition Proposal that

constitutes a Superior Proposal, the Company Board (acting after approval by the Company Special Committee) or DevvStream Board (acting

after approval by the DevvStream Special Committee) (as applicable) may, or may cause the Company or DevvStream to, as applicable, approve,

recommend, or enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(i)

the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar

restriction;

(ii)

the Receiving Party has been, and continues to be, in compliance with its obligations under this Section 8.8;

(iii)

the Receiving Party or its Representatives have delivered to the other Parties (other than the party making the Superior Proposal, if

applicable) a written notice of the determination of the Receiving Party’s Board (acting after approval by the Company Special

Committee and/or DevvStream Special Committee, as applicable) that it has received a Superior Proposal and of the intention to approve

or enter into a definitive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that

the Receiving Party’s Board (acting after approval by the Company Special Committee and/or DevvStream Special Committee, as applicable)

has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered under the Superior

Proposal (the “Superior Proposal Notice”);

(iv)

the Receiving Party or its Representatives have provided to the other Parties, a copy of any proposed definitive agreement, LOI or term

sheet for the Superior Proposal;

(v)

at least five Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which

the other Parties received the Superior Proposal Notice from the Receiving Party and the date on which the other Parties received a copy

of the definitive agreement for the Superior Proposal;

(vi)

after the Matching Period, the Receiving Party’s Board (acting after approval by the Company Special Committee and/or DevvStream

Special Committee, as applicable) has determined in good faith, after consultation with its legal counsel and financial advisors, that

such Acquisition Proposal continues to constitute a Superior Proposal;

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(vii)

the Company Shareholders (if the Company is the Receiving Party) or the DevvStream Shareholders (if DevvStream is the Receiving Party)

have not approved the Mergers, as applicable; and

(viii)

prior to or concurrently with entering into such definitive agreement the Receiving Party terminates this Agreement.

Southern receives a bona fide unsolicited Acquisition Proposal, whether or not it constitutes a Superior Proposal, the Southern Board

shall not approve, recommend, or enter into a definitive agreement with respect to such Acquisition Proposal.

(e)

During the Matching Period, or such longer period as the Receiving Party may approve in writing for such purpose: (a) the Receiving Party’s

Board (acting after approval by the Company Special Committee and/or DevvStream Special Committee, as applicable) shall review any offer

made by the other Parties to amend the terms of this Agreement and the Merger in good faith, after consultation with legal and financial

advisors, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting

a Superior Proposal ceasing to be a Superior Proposal; and (b) the Receiving Party shall negotiate in good faith with the other Parties

to make such amendments to the terms of this Agreement as would enable the Receiving Party or its affiliates to proceed with the Transactions

on such amended terms. If as a consequence of the foregoing the Receiving Party’s Board (acting after approval by the Company Special

Committee and/or DevvStream Special Committee, as applicable) determines that such Acquisition Proposal would cease to be a Superior

Proposal, the Receiving Party shall promptly so advise the other Parties and such parties shall amend this Agreement to reflect such

offer made by the other Parties and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

(f)

Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value

of such consideration) to be received by the Company Shareholders or DevvStream Shareholders (as applicable) or other material terms

or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 8.8(f).

(g)

Nothing in this Agreement shall prohibit the Company Board (acting after approval by the Company Special Committee) or DevvStream Board

(acting after approval by the DevvStream Special Committee) from responding through a directors’ circular or otherwise as required

by applicable Laws to an Acquisition Proposal that it determines is not a Superior Proposal to inform them of such. Further, nothing

in this Agreement shall prevent the Company Board (acting after approval by the Company Special Committee) or DevvStream Board (acting

after approval by the DevvStream Special Committee) from making any disclosure to the Company Shareholders or DevvStream Shareholders

if the Company Board (acting after approval by the Company Special Committee) or DevvStream Board (acting after approval by the DevvStream

Special Committee), acting in good faith and upon the advice of its legal and financial advisors, shall have determined that the failure

to make such disclosure would be inconsistent with the fiduciary duties of the Company Board or DevvStream Board or such disclosure is

otherwise required under Law; provided, however, that, notwithstanding that the Company Board (acting after approval by the Company Special

Committee) or DevvStream Board (acting after approval by the DevvStream Special Committee) shall be permitted to make such disclosure,

the Company Board (acting after approval by the Company Special Committee) or DevvStream Board (acting after approval by the DevvStream

Special Committee) shall not be permitted to make a Company Change in Recommendation or DevvStream Change in Recommendation, other than

as permitted by Section 8.8(d).

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(h)

If the Receiving Party provides a Superior Proposal Notice to the other Parties after a date that is less than five Business Days before

the Company Meeting or DevvStream Meeting, the Receiving Party shall, upon request from any other Party, postpone the Company Meeting

or DevvStream Meeting to a date that is not more than 15 Business Days after the scheduled date of the Company Meeting or DevvStream

Meeting (and, in any event, no less than five Business Days prior to the Outside Date); provided, however, that if the Receiving Party

has fully complied with Section 8.8(d) through Section 8.8(e), and has determined that the Acquisition Proposal continues

to be a Superior Proposal in accordance with Section 8.8(d), it may then cancel the Company Meeting or DevvStream Meeting only

if prior to or concurrently therewith it enters into such definitive agreement and the Receiving Party terminates this Agreement immediately

prior thereto.

8.9

No Trading.

(a)

Each of Southern and DevvStream acknowledges and agrees that it is aware, and that its Affiliates are aware (and each of their respective

Representatives is aware or, upon receipt of any material nonpublic information of the Company, will be advised) of the restrictions

imposed by U.S. federal securities Laws, Canadian securities Laws (as applicable), and the rules of the applicable securities exchange

and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company.

Each of Southern and DevvStream hereby agrees that, while it is in possession of such material nonpublic information, it shall not purchase

or sell any securities of the Company (other than in connection with the Mergers in accordance with Article I and Article III),

communicate such information to any third party, take any other action with respect to the Company in violation of such Laws, or cause

or encourage any third party to do any of the foregoing.

(b)

Each of the Company and Southern acknowledges and agrees that it is aware, and that its Affiliates are aware (and each of their respective

Representatives is aware or, upon receipt of any material nonpublic information of DevvStream, will be advised) of the restrictions imposed

by U.S. federal securities Laws, Canadian securities Laws (as applicable), and the rules of the applicable securities exchange and other

applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. Each of the

Company and Southern hereby agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell

any securities of DevvStream (other than in connection with the Mergers in accordance with Article I and Article III),

communicate such information to any third party, take any other action with respect to DevvStream in violation of such Laws, or cause

or encourage any third party to do any of the foregoing.

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8.10

Notification of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such

Party or its Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by

it or its Affiliates hereunder, in any material respect; (b) receives any notice or other communication in writing from any third party

(including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the

Transactions or (ii) any non-compliance with any Law by such Person or its Affiliates; (c) receives any notice or other communication

from any Governmental Authority in connection with the Transactions; (d) discovers any fact or circumstance that, or becomes aware of

the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would make any representation or warranty contained

in this Agreement, false or untrue, would reasonably be expected to constitute a breach of any covenant or agreement contained in this

Agreement, or would reasonably be expected to cause or result in any of the conditions to the Closing set forth in this Agreement, not

being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat,

in writing, of any Action against such Person or any of its Affiliates, or any of their respective properties or assets, or, to the actual

knowledge of such Person, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Person or of

its Affiliates with respect to the consummation of the Transactions. No such notice shall constitute an acknowledgement or admission

by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining

whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

8.11

Tax Matters.

(a)

The Parties shall pay equally all transfer, documentary, sales, use, stamp, registration, value added or other similar Taxes incurred

in connection with the Transactions (collectively, the “Transfer Taxes”) and file all necessary Tax Returns with respect

to all Transfer Taxes, and if required by applicable Law, the Parties shall, and shall cause their respective Affiliates to, join in

the execution of any such Tax Returns and other document. Notwithstanding any other provision of this Agreement, the Parties shall (and

shall cause their respective Affiliates to) cooperate in good faith to minimize, to the extent permissible under applicable Law, the

amount of any such Transfer Taxes, which shall constitute “Expenses” hereunder. For the avoidance of doubt, Transfer Taxes

shall not include any income Taxes.

(b)

Parties shall execute and deliver (i) officer’s certificates, in customary form, in a timely manner upon request by the other Party

and (ii) any other representations reasonably requested by counsel to Southern, counsel to DevvStream or counsel to the Company, as applicable,

for purposes of rendering opinions regarding the Intended US Tax Treatment and other tax matters in connection with the Transactions,

at such time or times as may be requested by counsel to Southern, counsel to DevvStream or counsel to the Company, including in connection

with the Closing and any filing with the SEC.

8.12

Securityholder Litigation and Dissenter’s Rights Each Party shall give the other Parties prompt written notice of any

securityholder Action against such Party or its directors, officers or other representatives relating to this Agreement, any Ancillary

Document or the Transactions, shall keep the other Parties reasonably informed regarding any such litigation, and shall give the other

Parties the opportunity to participate (at such other’s Party’s expense) in the defense or settlement of any such litigation.

Each Party shall give the other Parties the right to review and comment on all filings or responses to be made by such Party in connection

with any such litigation, and will in good faith take such comments into account. No Party shall offer to or agree to settle any such

litigation without the other Parties’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

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8.13

Confidential Information. During the Interim Period, each Party shall be bound by and comply with the provisions set forth

in the respective confidentiality agreements entered between and among them as if such provisions were set forth herein, and such provisions

are hereby incorporated herein by reference. Each Party acknowledges and agrees that each is aware, and each of their respective Affiliates

and representatives is aware (or upon receipt of any material nonpublic information of the other Party, will be advised), of the restrictions

imposed by the United States federal securities Laws and other applicable foreign and domestic Laws on Persons possessing material nonpublic

information about a public company.

8.14

Post-Closing Board of Directors and Executive Officers.

(a)

The Parties shall take all necessary action, including causing the existing directors of the Company to resign, such that (i) effective

as of the Effective Time, the post-closing Company Board will consist of seven (7) directors (the “Post-Closing Company Board”),

including: (A) four (4) directors who shall be designated by the Company prior to the Closing (one of whom shall be the Chief Executive

Officer of the Company), (B) two (2) directors who shall be designated by Southern prior to the Closing, and (C) one (1) director who

shall be designated by DevvStream prior to the Closing. The Parties shall ensure that the composition of the Post-Closing Company Board

(including the designation of independent directors) satisfies the applicable independence rules and regulations of Nasdaq, Nasdaq Sweden

and the SEC. The Post-Closing Company Board will be elected effective as of the Effective Time in accordance with the Closing Company

Organizational Documents effective as of the Effective Time and Nasdaq and Nasdaq Sweden rules. Prior to the effectiveness of the Registration

Statement, the Company, Southern and DevvStream shall determine the directors to be appointed to the audit, compensation and nominating

committees.

(b)

The Parties shall take all action necessary such that the individual serving as the Chairman of the post-Closing Company Board immediately

prior to the Effective Time will serve as the Chairman of the post-Closing Company Board immediately after the Effective Time. The Parties

shall take all action necessary such that an individual designated by the Company will serve as Chief Executive Officer of the Company

immediately after the Effective Time.

(c)

Southern, DevvStream and the Company shall obtain a background check and a completed directors & officers questionnaire with respect

to any individual that will serve on the Post-Closing Company Board at the Company’s expense.

(d)

At or prior to the Closing, the Company will provide each member of the Post-Closing Company Board with a customary director indemnification

agreement.

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8.15

Insurance and Indemnification

(a)

Prior to the Effective Date, Southern shall purchase customary non-cancellable and fully pre-paid “tail” policies of directors’

and officers’ liability, employment practices liability and fiduciary liability insurance providing protection no less favorable

in the aggregate to the protection provided by the policies maintained by Southern, as applicable, which are in effect immediately prior

to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective

Date; provided that the cost of such policies will not exceed 250% of the annual premiums currently in effect for such directors’

and officers’ liability, employment practices liability and fiduciary liability coverage and that if such insurance coverage is

unavailable, then as promptly as practicable following the Closing, the Company will, or if the cost of such a tail policy will exceed

such amount, will cause Southern to purchase such tail policies with the best available insurance coverage whose cost will not exceed

250% of the annual premiums currently in effect for such directors’ and officers’ liability, employment practices liability

and fiduciary liability coverage. The Company shall, or shall cause Southern to, continuously maintain such tail policies in full force

and effect without any reduction in scope or coverage for six (6) years from the Effective Date and to abide by their obligations thereunder.

(b)

Prior to the Effective Date, DevvStream shall purchase customary non-cancellable and fully pre-paid “tail” policies of directors’

and officers’ liability, employment practices liability and fiduciary liability insurance providing protection no less favorable

in the aggregate to the protection provided by the policies maintained by DevvStream, as applicable, which are in effect immediately

prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to

the Effective Date; provided that the cost of such policies will not exceed 250% of the annual premiums currently in effect for such

directors’ and officers’ liability, employment practices liability and fiduciary liability coverage and that if such insurance

coverage is unavailable, then as promptly as practicable following the Closing, the Company will, or if the cost of such a tail policy

will exceed such amount, will cause DevvStream to purchase such tail policies with the best available insurance coverage whose cost will

not exceed 250% of the annual premiums currently in effect for such directors’ and officers’ liability, employment practices

liability and fiduciary liability coverage. The Company shall, or shall cause DevvStream to, continuously maintain such tail policies

in full force and effect without any reduction in scope or coverage for six (6) years from the Effective Date and to abide by their obligations

thereunder.

(c)

From and after the Effective Time, the Company shall, and shall cause Southern and DevvStream to, honor all rights to indemnification

or exculpation now existing in favor of present and former officers and directors of the Company and its Subsidiaries, Southern and DevvStream

as of the date hereof (collectively, the “D&O Indemnified Persons”) to the extent they have been provided under

applicable Law, the Organizational Documents of such entities or under indemnification agreements made available as of the date hereof,

and acknowledges that such rights shall survive the completion of the Transactions and shall continue in full force and effect and shall

not be amended in any manner adverse to the D&O Indemnified Persons for at least six (6) years following the Effective Date.

(d)

The provisions of this Section 8.15 are intended for the benefit of, and shall be enforceable by, each insured or D&O Indemnified

Person, his or her heirs, estates and his or her legal representatives.

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(e)

If Southern, DevvStream, the Company or any of their respective Subsidiaries or any of their respective successors or assigns (i) consolidates

with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii)

transfers all or substantially all of its properties and assets to any Person, proper provision shall be made so that any such successor

or assign (including, as applicable, any acquirer of substantially all of the properties and assets of Southern, DevvStream, the Company

or any of their respective Subsidiaries) assumes all of the obligations set forth in this Section 8.15.

8.16

Financial Statements.

(a)

During the Interim Period, as promptly as practicable after the date of this Agreement and in the case of Section 8.16(a)(x)(i)

and Section 8.16(a)(x)(iii) below, in no event later than thirty (30) Business Days after the Signing Date, Southern shall deliver

to the Company the following financial statements (such financial statements, the “Required Financial Statements”):

(x) (i) audited consolidated balance sheet of Southern as of September 30, 2025 and December 31, 2025, and the related audited consolidated

statements of comprehensive loss, cash flows and securityholders equity for the fiscal years ended on such dates, together with all related

notes and schedules thereto, accompanied by the reports thereon of Southern’s independent auditors (which reports shall be unqualified)

in each case audited in accordance with the standards of the PCAOB (the “PCAOB Financial Statements”); (ii) all other

audited and unaudited financial statements of Southern and any company or business units acquired by Southern, as applicable, required

under the applicable rules and regulations and guidance of the SEC to be included in the Registration Statement or the Closing Form 8-K

(including pro forma financial information); and (iii) management’s discussion and analysis of financial condition and results

of operations prepared in accordance with Item 303 of Regulation S-K of the Exchange Act (as if Southern was subject thereto) with respect

to the periods described in clauses (i) and (ii) above, as necessary for inclusion in the Registration Statement or the

Closing Form 8-K (including pro forma financial information) and (y) within forty-five (45) calendar days following the end of each three-month

quarterly period and each fiscal year, an unaudited income statement and an unaudited balance sheet of Southern for the period from the

Latest Balance Sheet Date through the end of such calendar month, quarterly period or fiscal year and the applicable comparative period

in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of Southern to the effect that

all such financial statements fairly present the financial position and results of operations of Southern as of the date or for the periods

indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes.

(b)

Southern shall use commercially reasonable efforts (i) to assist the Company and its Representatives, upon advance written notice, during

normal business hours and in a manner such as to not unreasonably interfere with the normal operation of Southern, in causing to be prepared

in a timely manner any other financial information or statements (including customary pro forma financial statements) that is reasonably

required to be included in the Registration Statement and any other filings to be made by the Company with the SEC or any other Securities

Authorities in connection with the Transactions and (ii) to obtain the consents of Southern’s auditors with respect thereto as

may be required by applicable Law.

(c)

The Parties shall use commercially reasonable efforts to apply for exemptive relief to the extent the Parties reasonably determine that

the Required Financial Statements do not sufficiently comply with prescribed requirements under Canadian securities Laws requiring the

inclusion of the Required Financial Statements or any other financial information or statements in respect of Southern in the DevvStream

Circular or any other document to be filed by DevvStream under National Instrument 51-102 Continuous Disclosure Obligations.

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(d)

Southern shall take all actions reasonably necessary for an independent auditor to not deliver a report on the Required Financial Statements

containing an adverse opinion or a disclaimer of opinion. Prior to the Effective Time, Southern shall not have identified and shall not

have received written notice from an independent auditor of any fraud that involves Southern’s management or other employees have

a role in the preparation of financial statements or any claim or allegation of the regarding any of the foregoing.

8.17

Pre-Closing Reorganization.

(a)

Subject to Section 8.17(b), the Parties agree that DevvStream, in its reasonable discretion, shall, and shall cause each of its

Subsidiaries to, use commercially reasonable efforts to: (i) effect such reorganizations of DevvStream’s or its Subsidiaries’

business, operations and assets or such other transactions as the Parties may reasonably determine, including amalgamations, continuances,

wind-ups, distributions, contributions, sales, intercompany loans or the refinancing thereof, and any other transaction (each a “Pre-Closing

Reorganization”); (ii) cooperate with the Company, Southern and their advisors in order to determine the nature of any Pre-Closing

Reorganization that might be undertaken and the manner in which any Pre-Closing Reorganizations might most effectively be undertaken;

and (iii) cooperate with the Company, Southern and their advisors to seek to obtain any Consent which might be required from any third

party in connection with any Pre-Closing Reorganization; provided, that any Pre-Closing Reorganization, if elected to be undertaken

by DevvStream, shall be subject to the Company’s and Southern’s prior written consent.

(b)

DevvStream will not be obligated to undertake any Pre-Closing Reorganization unless DevvStream, acting reasonably, determines that such

Pre-Closing Reorganization:

(i)

does not adversely affect the interests of DevvStream, any of its Subsidiaries or the DevvStream Shareholders in any material respect;

(ii)

does not require DevvStream to obtain the approval of the DevvStream Shareholders;

(iii)

does not impair, prevent or materially delay the consummation of the Domestication or the Mergers or the other Transactions;

(iv)

is effected as closely as is reasonably practicable prior to the Effective Date;

(v)

does not result in any breach by DevvStream or any of its Subsidiaries of any Contract, DevvStream’s Organizational Documents,

the organizational documents or any applicable Subsidiary, or any applicable Law;

(vi)

does not require DevvStream or its Subsidiaries to take any action that could reasonably be expected to result in Taxes being imposed

on, or any adverse Tax or other consequences to, any DevvStream Shareholders greater than the Taxes or other consequences to such party

in connection with the completion of the Domestication and the Mergers in the absence of action being taken pursuant to this Section

8.17; and

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(vii)

shall not become effective unless the Company and Southern have irrevocably waived or confirmed in writing the satisfaction of all conditions

to the Closing in their favor under this Agreement and shall have confirmed in writing that they are prepared, and able to promptly and

without condition proceed to effect the Closing.

(c)

Upon the delivery of its consent pursuant to Section 8.17(a), the Company and Southern shall be deemed to waive any breach of

a representation, warranty or covenant by DevvStream provided herein, where such breach is a result of an action taken by DevvStream

or a Subsidiary is solely pursuant to a determination made by the Parties in accordance with this Section 8.17.

(d)

If the Company and Southern has delivered their consent pursuant to Section 8.17(a), the Parties shall work co-operatively and

use commercially reasonable efforts to determine any proposed Pre-Closing Reorganization at least 15 Business Days prior to the Effective

Date and to prepare prior to the Effective Date all documentation necessary and do all such other acts and things as are reasonably necessary,

including making amendments to this Agreement (provided that such amendments do not require DevvStream to obtain approval of DevvStream

Shareholders (other than as properly put forward and approved at the DevvStream Meeting)), to give effect to such Pre-Closing Reorganization.

8.18

Plant Conversion.

(a) The Company shall use commercially reasonable efforts to invest Ten Million Dollars ($10,000,000) (the

“Conversion Investment”) into the buildout and conversion of the Company’s New Rise Reno facility for the production

of Sustainable Aviation Fuel and blending with Jet A at maximum blend off-take capacity (the “Plant Conversion”).

The Company shall allocate and use not less than Five Hundred Thousand Dollars ($500,000) of the Conversion Investment for marketing,

publicity, and other investor relations activities relating to the Plant Conversion. The balance of the Conversion Investment shall be

utilized for the Plant Conversion and required general corporate purposes of the Company during the conversion period.

(b)

The Parties acknowledge that the Plant Conversion is being funded through the issuance of Company Common Shares to EEME Energy SPV I

LLC (“EEME”) pursuant to that certain transaction term sheet dated January 25, 2026 (the “Term Sheet”)

and the schedule set forth below (the “Plant Conversion Funding”). The Company and EEME acknowledge that (i) the Company

has previously issued 7,000,000 Company Common Shares to EEME in exchange for Seven Hundred Thousand Dollars ($700,000), and (ii) the

Company has issued 31,000,000 Company Common Shares to EEME in exchange for Three Million One Hundred Thousand Dollars ($3,100,000).

The Parties agree that the remaining balance of the Plant Conversion Funding shall be consummated as follows:

(i)

Prior to March 31, 2026, subject to Section 8.18(c), the Company shall issue an additional 62,000,000 Company Common Shares to

EEME in exchange for Six Million Two Hundred Thousand Dollars ($6,200,000), payable in equal installments of Three Million One Hundred

Thousand Dollars ($3,100,000) during the following weeks: (A) the week of March 7, 2026; and (B) the week of March 31, 2026.

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(ii)

Each funding date set forth in this Section 8.18(b) shall be subject to a two (2) Business Day grace period.

(c)

Notwithstanding anything to the contrary in this Section 8.18, the Company shall not issue to EEME, and EEME shall not acquire,

pursuant to this Section 8.18 or the Term Sheet: (i) more than 41,639,170 Company Common Shares; or (ii) a number of Company Common

Shares that would result in EEME becoming, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d)

of the Exchange Act) of more than 19.99% of the issued and outstanding Company Common Shares (the “Share Cap”), until

such time as the Company has obtained the approval of the Company Shareholders for such issuance in excess of the Share Cap.

8.19

Asset Spin. The Company, DevvStream and XCF agree to use their commercially reasonable efforts to, if mutually desirable,

agree on a reasonable structure to spin-out or sell a newly formed, publicly listed holding company shell of DevvStream immediately following

the Closing (after DevvStream, as the current operating company, has been acquired by the Company) on commercially reasonable terms (the

“Shell Spin-Out”); provided, however, that any such Shell Spin-Out shall not (i) result in any adverse economic,

tax, or legal consequences to the Company or Southern, or (ii) cause any material delay in the consummation of the Transactions contemplated

by this Agreement. The Company, DevvStream and XCF shall use their commercially reasonable efforts to amend this Agreement to reflect

such terms. The Company and XCF acknowledge and agree that DevvStream may elect to not pursue such Shell Spin-Out in its reasonable discretion;

provided, further, that any expenses related to the Shell Spin-Out shall be deducted from the proceeds thereof that go to the

DevvStream Shareholders.

8.20

SAF Offtake Agreement. Southern and the Company shall each use commercially reasonable efforts to negotiate and enter into

a long-term offtake agreement pursuant to which the Company shall act as the purchaser and offtake counterparty for Sustainable Aviation

Fuel produced by Southern (the “SAF Offtake Agreement”) and to make a public announcement regarding the execution

of such SAF Offtake Agreement.

8.21

Non-SAF Offtake Agreements. Southern shall use commercially reasonable efforts to negotiate and enter into one or more offtake

agreements with European buyers pursuant to which such buyers shall act as the purchasers and offtake counterparties for the products

produced by Southern other than Sustainable Aviation Fuel (the “European Offtake Agreements”).

ARTICLE

SURVIVAL

9.1

No Survival. None of the representations, warranties, covenants or agreements set forth herein or in any certificate or instrument

delivered by or on behalf of any Party pursuant to this Agreement including any rights arising out of any breach of such representations,

warranties, covenants or agreements, shall survive the Closing (and there shall be no Liability after the Closing in respect thereof),

in each case, except for those covenants and agreements that by their terms apply or are to be performed, in each case, in whole or in

part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

Notwithstanding anything to the contrary contained herein, none of the provisions set forth herein shall be deemed a waiver by any Party

of any right or remedy which such Party may have at Law or in equity in the case of Fraud.

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Article

CLOSING

CONDITIONS

10.1

Conditions to Each Party’s Obligations.

The

obligations of each Party to consummate the Mergers and the other Transactions, shall be subject to the satisfaction or written waiver

(where permissible) by the Company, DevvStream and Southern of the following conditions:

(a)

Required Company Shareholder Approval. The Company Resolutions shall have been authorized and adopted by the Company Shareholders

at the Company Meeting in accordance with applicable Law (together, the “Required Company Shareholder Approval”).

(b)

Required DevvStream Shareholder Approval. The Required DevvStream Shareholder Approval shall have been obtained.

(c)

No Orders or Illegality. No Law is in effect that makes the consummation of the Domestication or the Mergers illegal or otherwise

prohibits or enjoins any Party or its affiliates from consummating the Domestication or the Mergers and no Law or Order is in effect

that makes the consummation of the Domestication or the Mergers illegal or otherwise prohibits or enjoins any Party or its affiliates

from consummating the Domestication or the Mergers or any other Transactions.

(d)

Regulatory Approvals. Each of the Required Regulatory Approvals shall have been made, given or obtained (or the termination of

any such waiting period has occurred) on terms satisfactory to the Parties, each acting reasonably, and each such Required Regulatory

Approval shall be in full force and effect.

(e)

Stock Exchange Listing. The Stock Exchange Approvals shall have been made, given or obtained, on terms satisfactory to the Parties,

subject only to the customary listing conditions of Nasdaq and Nasdaq Sweden, as applicable.

(f)

Registration Statement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as

of the Closing, and no stop order or similar order shall be in effect with respect to the Registration Statement.

(g)

Governance. The actions required to be taken by the Parties pursuant to Section 8.14, with effect as of and from the Effective

Time, shall have been taken.

(h)

Domestication. The Domestication shall have been completed and a time-stamped copy of the Certificate of Domestication issued

by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to Southern.

(i)

Dissent. If legally available, dissent rights have not been exercised with respect to more than three percent (3%) of the issued

and outstanding Company Common Stock or DevvStream Shares.

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10.2

Conditions to Obligations of the Company.

addition to the conditions specified in Section 10.1, the obligations of the Company and the Merger Subs to consummate the Mergers

and the other Transactions, are subject to the satisfaction or written waiver (by the Company) of the following conditions:

(a)

Representations and Warranties.

(i)

Each of the representations and warranties of Southern, contained in Section 4.1 (Organization and Standing), Section 4.2

(Authorization; Binding Agreement), Section 4.28 (Finders and Brokers), (collectively, the “Southern Specified Representations”)

shall be true and correct (A) in the case of any such representation or warranty that is qualified by “materiality” or “Material

Adverse Effect” or any similar limitation therein, in all respects, or (B) in the case of any such representation or warranty that

is not qualified by “materiality” or “Material Adverse Effect” or any similar limitation therein, in all material

respects, in each case, as of the date of this Agreement and on and as of the Closing Date immediately prior to the Effective Time as

if made on the Closing Date immediately prior to the Effective Time (except to the extent such representations and warranties expressly

relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date).

(ii)

Each of the representations and warranties of Southern, contained in Article IV (other than Southern Specified Representations

and the representations and warranties of Southern contained in Section 4.5 (Capitalization)) shall be true and correct (without

giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation

set forth therein) as of the date of this Agreement and on and as of the Closing Date immediately prior to the Effective Time as if made

on the Closing Date immediately prior to the Effective Time (except to the extent such representations and warranties expressly relate

to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, in each case, the failure of

such representations and warranties to be so true and correct, has not had a Southern Material Adverse Effect.

(iii)

The representations and warranties of Southern, contained in Section 4.5 (Capitalization) shall be true and correct, except for

any de minimis failures to be so true and correct, as of the date of this Agreement and on and as of the Closing Date as if made on the

Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be

true and correct, except for any de minimis failures to be so true and correct, on and as of such earlier date).

(iv)

Each of the representations and warranties of DevvStream contained in Section 6.1 (Organization and Standing), Section

6.2 (Authorization; Binding Agreement), and Section 6.29 (Finders and Brokers) (collectively, the “DevvStream

Specified Representations”) shall be true and correct (A) in the case of any such representation or warranty that is qualified

by “materiality” or “Material Adverse Effect” or any similar limitation therein, in all respects, or (B) in the

case of any such representation or warranty that is not qualified by “materiality” or “Material Adverse Effect”

or any similar limitation therein, in all material respects, in each case, as of the date of this Agreement and on and as of the Closing

Date immediately prior to the Effective Time as if made on the Closing Date immediately prior to the Effective Time (except to the extent

such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of

such earlier date).

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(v)

Each of the representations and warranties of DevvStream contained in Article VI (other than DevvStream Specified Representations

and the representations and warranties of DevvStream contained in Section 6.5 (Capitalization)) shall be true and correct

(without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar

limitation set forth therein) as of the date of this Agreement and on and as of the Closing Date immediately prior to the Effective Time

as if made on the Closing Date immediately prior to the Effective Time (except to the extent such representations and warranties expressly

relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, in each case, the failure

of such representations and warranties to be so true and correct, has not had a DevvStream Material Adverse Effect.

(vi)

The representations and warranties of DevvStream contained in Section 6.5 (Capitalization) shall be true and correct, except

for any de minimis failures to be so true and correct, as of the date of this Agreement and on and as of the Closing Date as if made

on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case,

shall be true and correct, except for any de minimis failures to be so true and correct, on and as of such earlier date).”

(b)

Agreements and Covenants. Each of Southern and DevvStream shall have performed in all material respects all of its obligations

and complied in all material respects with all of its agreements and covenants under this Agreement to be performed or complied with

by it on or prior to the Closing Date, except where compliance with any such obligation, agreement or covenant has been waived in writing

by the Company.

(c)

No Material Adverse Effect. No Southern Material Adverse Effect and no DevvStream Material Adverse Effect shall have occurred

since the date of this Agreement which is continuing and uncured.

(d)

Plant Conversion Funding. Southern shall have caused the Plant Conversion Funding to have occurred.

(e)

Southern Bond Issuance. Southern shall have (i) been approved by the State of Louisiana to issue bonds in an aggregate principal

amount of at least Four Hundred Million Dollars ($400,000,000) (the “Bond Offering”), and a press conference with,

or press release by, officials from the State of Louisiana relating to such bond issuance shall have occurred or been issued, and (ii)

completed an engagement with an investment bank to sell the Bond Offering and shall be in an acceptable process of procuring such bonds

as it relates to the issuing authority.

(f)

Minimum Southern Capitalization. The aggregate amount of (i) Southern’s unrestricted cash and cash equivalents reflected

on its unaudited consolidated balance sheet as of immediately prior to the Effective Time, plus (ii) all Plant Conversion Funding

funded to the Company prior to the Effective Time (including the $3,800,000 in cash previously funded and deployed by Southern prior

to the Signing Date), shall be equal to or greater than $10,000,000.

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(g)

Southern Ownership. EEME shall have beneficial ownership of at least a majority of the outstanding Southern Shares as of the Effective

Time.

(h)

SAF Offtake Agreement. Southern shall have entered into the SAF Offtake Agreement.

(i)

Non-SAF Offtake Agreements. Southern shall have entered into one or more European Offtake Agreements.

(j)

Closing Deliverables.

(i)

OFFICER CERTIFICATES. The Company shall have received a certificate from Southern and DevvStream, dated as of the Closing Date, signed

by an executive officer or authorized signatory of Southern and DevvStream, as applicable, in such capacity, certifying as to the satisfaction

of the conditions specified in Sections 10.2(a), 10.2(b) and 10.2(c), as applicable.

(ii)

FIRPTA TAX CERTIFICATES. Prior to the Closing, Southern and DevvStream shall deliver to the Company a properly executed certification,

dated as of the Closing Date, that meets the requirements of U.S. Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), certifying

that Southern and DevvStream, respectively, are not and have not been a “United States real property holding corporation”

(as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together

with the required notices to the IRS and written authorization for Southern and DevvStream to deliver such notice and a copy of such

certification to the IRS on behalf of Southern and DevvStream upon the Closing.

10.3

Conditions to Obligations of Southern .

addition to the conditions specified in Section 10.1, the obligations of Southern to consummate the Mergers and the other Transactions,

are subject to the satisfaction or written waiver (by Southern) of the following conditions:

(a)

Representations and Warranties.

(i)

Each of the representations and warranties of the Company and the Merger Subs, as applicable, contained in Section 5.1 (Organization

and Standing), Section 5.2 (Authorization; Binding Agreement) and Section 5.10 (Finders and Brokers),

Section 7.1 (Organization and Standing), Section 7.2 (Authorization; Binding Agreement) and Section 7.29

(Finders and Brokers) (collectively, the “Company Specified Representations”) shall be true and correct (A)

in the case of any such representation or warranty that is qualified by “materiality” or “Material Adverse Effect”

or any similar limitation therein, in all respects, or (B) in the case of any such representation or warranty that is not qualified by

“materiality” or “Material Adverse Effect” or any similar limitation therein, in all material respects, in each

case, as of the date of this Agreement and on and as of the Closing Date immediately prior to the Effective Time as if made on the Closing

Date immediately prior to the Effective Time (except to the extent such representations and warranties expressly relate to an earlier

date, and in such case, shall be true and correct on and as of such earlier date).

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(ii)

Each of the representations and warranties of the Company and the Merger Subs contained in Article V and Article VII (other

than the Company Specified Representations and the representations and warranties of the Merger Subs contained in Section 5.5

(Capitalization) and of the Company contained in Section 7.5 (Capitalization)) shall be true and correct (without

giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation

set forth therein) as of the date of this Agreement and on and as of the Closing Date immediately prior to the Effective Time as if made

on the Closing Date immediately prior to the Effective Time (except to the extent such representations and warranties expressly relate

to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, in each case, the failure of

such representations and warranties to be so true and correct, has not had a Company Material Adverse Effect or Merger Sub Material Adverse

Effect, as applicable.

(iii)

The representations and warranties of the Company and the Merger Subs contained in Section 5.5 (Capitalization) and Section

7.5 (Capitalization) shall be true and correct, except for any de minimis failures to be so true and correct, as of the date

of this Agreement and on and as of the Closing Date as if made on the Closing Date (except to the extent such representations and warranties

expressly relate to an earlier date, and in such case, shall be true and correct, except for any de minimis failures to be so true and

correct, on and as of such earlier date).