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Exhibit 2.1

SHARE PURCHASE AGREEMENT

Made as of October 30, 2013

Between

HOLDERS OF ALL ISSUED AND OUTSTANDING SHARES OF THE CORPORATION
LISTED IN SCHEDULE A

(Collectively, the “Sellers” and individually, the “Seller”)

and

THE SELLERS’ REPRESENTATIVE

and

IWEB GROUP INC.

(“Corporation”)
and

8672377 CANADA INC.

(“Buyer”)
and

INTERNAP NETWORK SERVICES CORPORATION

(“Internap”)

TABLE OF CONTENTS

PREAMBLE	1

Article 1 – interpretation	2
Section 1.1 Definitions	2
Section 1.2 Gender and Number	2
Section 1.3 Entire Agreement	2
Section 1.4 Headings	2
Section 1.5 Including	2
Section 1.6 Ordinary Course of Business	2
Section 1.7 References	3
Section 1.8 Time periods	3
Section 1.9 Statutes	3
Section 1.10 Schedules and Exhibits	3

Article 2 – Purchase and Sale	4
Section 2.1 Agreement of Purchase and Sale	4
Section 2.2 Purchase Price	4
Section 2.3 Allocation of Purchase Price	4
Section 2.4 Estimated Purchase Price	4
Section 2.5 Creditor’s Pay-Out Letters	5
Section 2.6 Payment at Closing	5
Section 2.7 Closing Statements	6
Section 2.8 Dispute Notice	7
Section 2.9 Purchase Price Adjustments	8
Section 2.10 Transition Plan Adjustment	9

Article 3 – General representations and warranties of the Corporation	9
Section 3.1 Representations and Warranties Schedule	9
Section 3.2 Disclosure Schedule	9

Article 4 – Individual Representations and Warranties of Sellers	9
Section 4.1 Introduction	9
Section 4.2 Capacity and Authority	10
Section 4.3 Conflict	10
Section 4.4 Litigation	10
Section 4.5 Ownership	10
Section 4.6 No Other Agreements to Purchase	11
Section 4.7 Consent and Regulatory Approvals	11
Section 4.8 Residence	11
Section 4.9 No Brokers	11
Section 4.10 Holding Companies	11

Article 5 – Representations and Warranties of Buyer	11
Section 5.1 Introduction	11
Section 5.2 Binding Obligation	12
Section 5.3 Capacity to enter Agreement	12
Section 5.4 No Financing	12
Section 5.5 Competition Act (Canada)	12
Section 5.6 Conflict	12
Section 5.7 Corporate existence of Buyer and Internap	12
Section 5.8 Investment Canada Act	12
Section 5.9 Approvals	13

Article 6 – Covenants	13

Section 6.1 Corporation’s and Sellers’ Covenants during Interim Period	13
Section 6.2 Delivery of Information	17
Section 6.3 Access	17
Section 6.4 Confidentiality	17
Section 6.5 Closing Conditions	18
Section 6.6 Personal Information Privacy	18
Section 6.7 Banker’s Agreement	18
Section 6.8 Employees	18
Section 6.9 General Release of Claims by the Sellers	19
Section 6.10 General Release of Claims by the Targets	19
Section 6.11 Notification of Certain Matters	19
Section 6.12 Consents	20
Section 6.13 Pre-Acquisition Transactions	20

Article 7 – CLOSING CONDITIONS	20
Section 7.1 Conditions for the benefit of Buyer	20
Section 7.2 Conditions for the benefit of Sellers	22

Article 8 – CLOSING ARRANGEMENTS	23
Section 8.1 Closing	23

Article 9 – CLOSING DOCUMENTS	23
Section 9.1 The Corporation or Sellers’ Closing Documents	23
Section 9.2 Buyer’s Closing Documents	24

Article 10 – post-closing	24
Section 10.1 Tax Matters	24
Section 10.2 Directors’ and Officers’ Insurance	26
Section 10.3 Maintenance and Access to Records	27

Article 11 – Survival of Representations and Warranties	27
Section 11.1 General Survival Period	27
Section 11.2 Special Survival Periods relating to Sellers	27
Section 11.3 Special Survival Periods Relating to Buyer	27
Section 11.4 Special Survival Period Relating to Sellers and Buyer	28

Article 12 – INDEMNIFICATION	28
Section 12.1 Indemnifications	28
Section 12.2 Limitation on Indemnification, Deductible and Cap	29
Section 12.3 Notification	30
Section 12.4 Direct Claims	30
Section 12.5 Defense of Third Party Claims	31
Section 12.6 Insurance Adjustments	32
Section 12.7 Indemnification – Non-Merger	32
Section 12.8 Exclusive Remedy	32
Section 12.9 General Indemnification Rules	33
Section 12.10 Duty to Mitigate	33
Section 12.11 No Contribution	33
Section 12.12 Consideration Adjustment	33

Article 13 – TERMINATION	33
Section 13.1 Termination Rights	33
Section 13.2 Effect of Termination	34

Article 14 – GENERAL	34
Section 14.1 Amendment	34
Section 14.2 Assignment	35

Section 14.3 Costs and expenses	35
Section 14.4 Counterparts	35
Section 14.5 Currency	35
Section 14.6 Enurement	35
Section 14.7 E-mail transmission	35
Section 14.8 Further assurances	35
Section 14.9 Governing Law and Submission to Jurisdiction	36
Section 14.10 Joint but not solidary obligations of Sellers	37
Section 14.11 Notices	37
Section 14.12 Payment by Wire Transfer	39
Section 14.13 Public Notice	39
Section 14.14 Sellers’ Representative	39
Section 14.15 Severability	40
Section 14.16 Tender	40
Section 14.17 Time of Essence	40
Section 14.18 Waiver	40
Section 14.19 Internap Obligations	40
Section 14.20	41

SHARE PURCHASE AGREEMENT

This Agreement is made as of October 30, 2013 between

HOLDERS OF ALL ISSUED AND OUTSTANDING SHARES OF THE CORPORATION LISTED IN SCHEDULE A,attached hereto;

(Collectively referred to as the “Sellers” and individually as the “Seller”)

and

NOVACAP TECHNOLOGIES III, L.P. (solely in its capacity as the Sellers’ Representative in accordance with Section 14.14 hereof);

(“Sellers’ Representative”)

and

IWEB GROUP INC., a legal person validly constituted under theCanada Business Corporations Act, having a place of business at 20 Place du Commerce, Nuns’ Island, Verdun, Quebec H3E 1Z6, herein represented byÉricChouinard, its President, duly authorized as he so declares;

(“Corporation”)

and

8672377 CANADA INC., a legal person validly constituted under the Canada Business Corporations Act, having a place of business at 5300 Commerce Court West, 199 Bay Street, Toronto, ON M5L 1B9, herein represented by John B. Maggard, its Assistant Treasurer, duly authorized as he so declares;

(“Buyer”)

and

INTERNAP NETWORK SERVICES CORPORATION, a legal person validly constituted under the Delaware General Corporation Law, having a place of business at One Ravinia Drive, Suite 1300, Atlanta, Georgia U.S.A. 30346;

(“Internap”)

PREAMBLE

A. Sellers are the owners of all of the issued and outstanding shares of the share capital of the Corporation, as set forth inSchedule A;

B. Sellers wish to sell to Buyer and Buyer wishes to buy from Sellers all the issued and outstanding shares of the share capital of the Corporation, as set forth inSchedule A.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

Article 1 – interpretation

Section 1.1 Definitions

In the Agreement, unless the context indicates otherwise, the definitions set out inSchedule 1.1 attached hereto, apply and any grammatical variation of the words or expressions so defined shall have the correlative meaning.

Section 1.2 Gender and Number

In the Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders.

Section 1.3 Entire Agreement

(1) The Agreement, together with the other Transaction Documents, constitutes the entire agreement between the Parties pertaining to the subject matter of the Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, including the Final Bid Letter by and between Internap and the Corporation datedSeptember 20, 2013.

(2) There are no representations, warranties or other agreements between the Parties in connection with the subject matter of the Agreement except as specifically set out in the Agreement or the other Transaction Documents.

(3) No Party has been induced to enter into the Agreement in reliance on, and there will be no liability assessed with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in the Agreement or in the other Transaction Documents.

Section 1.4 Headings

The division of the Agreement into Articles and Sections, the insertion of headings and the provision of a table of contents are for convenience of reference only and do not affect the construction or interpretation of the Agreement.

Section 1.5 Including

Every use of the word “including” in the Agreement is to be construed as meaning “including, without limitation”.

Section 1.6 Ordinary Course of Business

Every use of the words “Ordinary Course of Business” in the Agreement is to be construed as meaning that, with respect to an action taken by a Person, such action is consistent with the past practices since October 1, 2011 of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person,or any change or effect which arises in the ordinary course of the normal day-to-day operations of a Person.

Section 1.7 References

References in the Agreement to an Article, Section, Schedule or Exhibit are to be construed as references to an Article, Section, Schedule or Exhibit of or to the Agreement.

Section 1.8 Time periods

Unless otherwise specified in the Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day. All references to times of day are to the times of day in Montreal, Québec.

Section 1.9 Statutes

Unless otherwise specified, any reference in the Agreement to any statute includes all regulations made under or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to time.

Section 1.10 Schedules and Exhibits

(1) The following Schedules and Exhibits are attached to and incorporated by reference into the Agreement:

Schedule	Subject Matter
A	Holders of Shares
1.1	Definitions
1.1-115	Permitted Encumbrances
3.1	General Representations and Warranties of the Corporation
3.2	Disclosure Schedule
6.1(b)	Restrictions on Conduct of the Corporation
6.8(a)	Employees
12.1(c)	Indemnification Matters

Exhibit	Subject Matter
1.1-12	Form of Balance Sheet
1.1-22	Form of Cash and Debt Statement
1.1-160	Form of Working Capital Statement
2.4(1)	Form of Estimated Purchase Price Certificate
2.6(2)(b)	Form of Escrow Agreement
7.1(8)	Form of Release and Resignation
7.1(13)	Form of Non-Competition Agreement

(2) The Schedules are arranged in sections corresponding to those contained in this Agreement merely for convenience. The disclosure of an item in one section or subsection of the Disclosure Schedule as an exception to any particular representation or warranty set forth inSchedule 3.1 shall address and qualify only the corresponding section or subsection ofSchedule 3.1; provided, however, that for convenience purposes, disclosures in one section of the Disclosure Schedule may be specifically cross-referenced to another section of the Disclosure Schedule.

(3) The information and statements contained in the Schedules are not intended to constitute, and shall not be construed as constituting, representations, warranties, covenants or agreements of the Sellers except as and to the extent provided in the text of this Agreement.

Article 2 – Purchase and Sale

Section 2.1 Agreement of Purchase and Sale

Subject to the terms and conditions of the Agreement, Sellers shall sell, and Buyer shall purchase all but not less than all, the Purchased Shares upon and subject to the terms and conditions of this Agreement.

Section 2.2 Purchase Price

The aggregate purchase price payable by Buyer to Sellers for the Purchased Shares is equal to One Hundred Forty-Five Million Dollars ($145,000,000) (the “Closing Consideration”) adjusted as follows, and as may be subject to further adjustment in accordance with Sections 2.7, 2.8, 2.9 and 2.10 hereof (such adjusted amount the “Purchase Price”),

(1) plus the amount of the Cash,

(2) less the amount of the Debt,

(3) less the amount of any Third Party Closing Payments, to the extent not paid prior to the Closing Date and not included in the calculation of Working Capital or in Debt,

(4) plus the amount (if any) by which the Final Working Capital is greater than the Targeted Working Capital, and

(5) less the amount (if any) by which the Targeted Working Capital is greater than the Final Working Capital.

Section 2.3 Allocation of Purchase Price

(1) Sellers and Buyer agree to allocate the Purchase Price among Sellers in accordance with their Pro Rata Share.

(2) Sellers and Buyer agree to execute and file all of their own Tax Returns and prepare all of their own financial statements and other instruments on the basis of such allocation.

Section 2.4 Estimated Purchase Price

(1) The Parties acknowledge that it is not possible to determine the Purchase Price until the Closing Statements are available. Accordingly, Sellers’ Representative shall deliver to Buyer no later than three (3) Business Days prior to the Closing Date:

(a) a consolidated balance sheet of the Corporation (the “Estimated Balance Sheet”);

(b) a Working Capital Statement (the “Estimated Working Capital Statement”); and

each as at the Closing Date, together with a certificate in the form attached hereto asExhibit 2.4(1)(the “Estimated Purchase Price Certificate” and collectively with the Estimated Balance Sheet, the

Estimated Working Capital Statement and the Estimated Cash and Debt Statement, the “Estimated Statements”) setting forth its good faith calculations and reasonable estimate of the Purchase Price (the “Estimated Purchase Price”), including the components thereof set forth in Section 2.2, based on the Estimated Statements, which Estimated Statements and calculation of Estimated Purchase Price shall be in form and substance reasonably satisfactory to Buyer. Such Estimated Statements shall include (a) the name and amount of each payee with respect to any Debt or Transaction Expenses to be paid at Closing; (b) the names of all Sellers and their respective addresses; (c) the number of Shares held by each Seller and the respective certificate numbers of such Shares; (d) the calculation of each Seller’s Pro Rata Share of the Purchase Price payable at Closing and the dollar value of such amount; (e) the name and portion of the Transaction Bonus Amount payable to each Transaction Bonus Recipient; (f) the name and portion of the Retention Bonus Amount payable to each Retention Bonus Recipient; (g) the name and gross amount due to each Optionee with respect to the Options Amount; and (h) true and accurate wire instructions for any payments to be made by Buyer on the Closing Date in accordance with Section 2.6. For illustrative purposes,Exhibit 2.4(1) contains a calculation of the Estimated Statements as at the Balance Sheet Date based upon the Balance Sheet. Such Exhibit indicates how the calculations will be made and not how any particular item will be valued at Closing.

(2) The Estimated Balance Sheet Statement shall be prepared in accordance with IFRS applied and calculations made on a basis consistent with the principles, policies, practices, procedures, classifications, judgment and estimation methodologies used in the preparation of the Financial Statements (to the extent consistent with IFRS, except for non-material misstatements). The Cash and Debt Statement and the Working Capital Statement shall be prepared in accordance with calculations made on a basis consistent with the principles, policies, practices, procedures, classifications, judgment and estimation methodologies used in the preparation of the calculations contained inExhibit 2.4(1).

(3) Concurrently with the delivery of the Estimated Statements, the Corporation shall also deliver to Buyer an aging of the Corporation’s Accounts Receivable as of the month-end immediately preceding the Closing Date.

Section 2.5 Creditor’s Pay-Out Letters

Sellers’ Representative shall deliver to Buyer no later than three (3) Business Days prior to the Closing Date, pay-out letters (the “Pay-Out Letters”) addressed to the Corporation from each of the Paid-Out Creditors,in form and substance satisfactory to Buyer. The Pay-Out Letters will set out the aggregate amount of principal and interest of the Debt owed by the Corporation, as of the Closing Date, to the Paid-Out Creditor, together with all accrued and unpaid interest, all fees, premiums, prepayment penalties, breakage costs, per-diem interest amounts or similar charges or expenses or other obligations owed to the Paid-Out Creditor as a result of the early repayment or redemption thereof. Pursuant to the Pay-Out Letters, each of the Paid-Out Creditors will irrevocably undertake to terminate the credit agreement or other financial instrument relating to the Debt and to take all required actions in order to discharge at Closing, all Encumbrances on the assets of the Corporation that exist for its benefit, subject to its receipt of payment of the aggregate amount stipulated in the Pay-Out Letters.

Section 2.6 Payment at Closing

At Closing, Buyer shall make the following payments in the following order:

(1) First Step:

Buyer shall pay, on behalf of the Corporation, (a) that portion of the Debt payable to the Paid-Out Creditors (which amount shall be the amount set forth in the applicable Pay-Out Letter) in immediately available funds in such manner as directed by the Paid-Out Creditors and (b) the Transaction Expenses to the recipients and in the amounts set forth in the Estimated Statements in immediately available funds in such manner as directed in the Estimated Statements.

(2) Second Step:

(a) Buyer shall deposit with the Escrow Agent via wire transfer of immediately available funds, cash in an amount equal to Fifteen Million Three Hundred Seventy-Four Thousand Eight Hundred and Forty-Five Dollars ($15,374,845) (the “Escrow Amount”), which shall be comprised of the Escrow Adjustment and the Escrow Indemnification (as defined below):

(i) an amount equal to Eight Hundred Seventy-Four Thousand Eight Hundred and Forty-Five Dollars ($874,845) of the Escrow Amount, together with any and all interest, income and gains accrued thereon (the “Escrow Adjustment”), shall be held in escrow by the Escrow Agent for Purchase Price adjustment purposes pursuant to Section 2.9 hereof; and

(ii) an amount equal to Fourteen Million Five Hundred Dollars ($14,500,000) of the Escrow Amount, together with any and all interest, income and gains accrued thereon (the “Escrow Indemnification”) shall be held in escrow by the Escrow Agent for indemnification purposes pursuant to Article 12 hereof, for a period of eighteen (18) months from the Closing Date, in the event of the failure by Sellers to observe or perform any covenant or obligation hereunder or in the event of a breach of any representation and warranty of Sellers or the Corporation contained in the Agreement; provided that in the event that the Over Payment exceeds the Escrow Adjustment, Buyer may, in its discretion, recover such amount from the Escrow Indemnification.

(b) The Escrow Adjustment and the Escrow Indemnification shall be paid by the Escrow Agent to Sellers’ Representative on behalf of Sellers (other than CDPQ and Fondaction), to CDPQ and to Fondaction or to Buyer, as applicable, pursuant to the terms of that certain escrow agreement substantially in the form attached hereto asExhibit 2.6(2)(b) (the “Escrow Agreement”) to be executed and delivered at Closing by and among Buyer, Sellers’ Representative on behalf of Sellers (other than CDPQ and Fondaction), CDPQ, Fondaction and the Escrow Agent.

(3) Third Step:

Buyer shall pay to Sellers’ Counsel in trust, on behalf of Sellers, via wire transfer of immediately available funds, the amount equal to the aggregate of the Estimated Purchase Price, less the Escrow Amount, in order for Sellers’ Counsel to pay, in such manner as directed by Sellers’ Representative, the remaining balance to the Sellers on the basis of their Pro Rata Share.Buyer shall remit to the Corporation an amount equal to the Options Amount, the Transaction Bonus Amount and the Retention Bonus Amount for further payment to the Optionees, to the Transaction Bonus Recipients and to the Retention Bonus Recipients, as applicable (and net of applicable withholding Taxes), in accordance with the Corporation’s standard payroll practices.

The Sellers hereby agree that Sellers’ Counsel shall distribute the amount distributed to it pursuant to the preceding paragraph in accordance with the instructions that the Sellers’ Representative may give from time to time.

Section 2.7 Closing Statements

(1) Not later than sixty (60) days after the Closing Date, Buyerwill cause to be prepared and delivered to Sellers’ Representative:

(a) a consolidated balance sheet of the Corporation (the “Closing Balance Sheet”);

(b) a Working Capital Statement (the “Closing Working Capital Statement”); and

each as at the Closing Date, together with a certificate in the form attached hereto asExhibit 2.4(1)(the “Closing Purchase Price Certificate”, and collectively with the Closing Balance Sheet, the Closing Working Capital Statement and the Closing Cash and Debt Statement, the “Closing Statements”) setting forth the final calculations of the Purchase Price, including the components thereof (as set forth in Section 2.2) and including the supporting documents reasonably necessary or reasonably requested by Sellers’ Representative to properly understand such components, based on the Closing Statements. The Sellers’ Representative shall be granted access during normal business hours to or shall be delivered copies of all information, books and records relevant for the preparation or the review of the Closing Statements reasonably requested by the Sellers’ Representative.

(2) The Closing Balance Sheet shall be prepared in accordance with IFRS applied and calculations made on a basis consistent with the principles, policies, practices, procedures, classifications, judgment and estimation methodologies used in the preparation of the Financial Statements (to the extent consistent with IFRS, except for non-material misstatements). The Closing Cash and Debt Statement and the Closing Working Capital Statement shall be prepared in accordance with calculations made on a basis consistent with the principles, policies, practices, procedures, classifications, judgment and estimation methodologies used in the preparation of the calculations contained inExhibit 2.4(1).

(3) Sellers’ Representative may notify Buyer that it accepts or disputes the Closing Statements at any time within twenty (20) Business Days after receiving it, but Sellers will be deemed to accept it as of 5:00 p.m. Eastern Time on the twentieth (20^th) Business Day after receipt unless Sellers’ Representative delivers a written notice in accordance with the provisions of Section 2.8 (the “Dispute Notice”) to Buyer of a dispute (a “Closing Statements Dispute”) prior to such date and time.

(4) On the date of Sellers’ Representative’s deemed acceptance pursuant to Section 2.7(3), or any earlier date upon which Buyer receives written notice of Sellers’ Representative’s acceptance, the Closing Statements and the calculation of the Purchase Price set forth therein will be conclusive and binding on Buyer and Sellers.

(5) The Parties will bear their respective fees and expenses (including those of their respective advisors) in preparing, auditing or reviewing, as the case may be, the Closing Statements.

Section 2.8 Dispute Notice

(1) The Dispute Notice must set out the general reasons with reasonable details for the Closing Statements Dispute, the amount in dispute, and reasonable details of the calculation of those amounts.

(2) Buyer and Sellers’ Representative will attempt, in good faith, to resolve the Closing Statements Dispute within thirty (30) days after Buyer’s receipt of the Dispute Notice.

(3) Any Closing Statements Dispute not resolved by Buyer and Sellers’ Representative within the period set forth in Section 2.8(2) will be submitted to the Montreal office of Deloitte LLP or, if they are unwilling or unable to accept the mandate to resolve the dispute, to such other independent firm of chartered accountants as Buyer and Sellers’ Representative may agree in writing or, failing agreement, as appointed by the court (each being the “Accounting Firm”) by way of a joint written submission notice (the “Submission Notice”) accompanied by a copy of the Dispute Notice.

(4) Buyer and the Sellers’ Representative shall use their commercially reasonable efforts to cause the Accounting Firm to deliver its written decision with respect to the resolution of the Closing Statements Dispute within thirty (30) days following the date of receipt of the Submission Notice by the Accounting Firm. The Accounting Firm’s failure or inability to respect such timing shall not invalidate its decision.

(5) The Accounting Firm will limit its review only to the specific items or calculations indicated in the Dispute Notice (except to the extent that IFRS requires adjustments to other items as a result thereof).

(6) The fees and expenses of the Accounting Firm will be allocated to the Parties as determined (and as set forth in the final determination) by the Accounting Firm based upon the relative success (in terms of percentages) of each Party’s claims. For example, if the final determination reflects a sixty-forty (60-40) compromise of the aggregate disputed amount set forth in the Dispute Notice in favor of the Sellers’ Representative, the Accounting Firm would allocate expenses forty percent (40%) to the Sellers and sixty percent (60%) to Buyer. Sellers shall be liable for fees and expenses owed by the Sellers to the Accounting Firm in accordance with their Pro Rata Share.

(7) The Parties will cooperate with the Accounting Firm during the term of its engagement. The Parties shall instruct the Accounting Firm not to assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Sellers’ Representative, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Sellers’ Representative, on the other hand. The Parties shall also instruct the Accounting Firm to make its determination based solely on presentations by Buyer and Sellers’ Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review).

(8) No Party shall communicate with the Accounting Firm on the subject matter of its review, except by joint conference call, joint meeting or letter with copy simultaneously delivered to the other Parties; provided that if a Party receives a request for such joint communication to the Accounting Firm in accordance with Section 14.11 of the Agreement and provides no response thereto within two (2) Business Days, then the Party sending such request may communicate with the Accounting Firm independently.

(9) The resolution of the Closing Statements Dispute and the final Purchase Price determined in accordance therewith will be final and binding upon Buyer and Sellers, with no right of appeal or judicial review on any grounds absent fraud or manifest error.

Section 2.9 Purchase Price Adjustments

(1) If the Purchase Price as finally determined pursuant to Section 2.7 or, if there is a Closing Statements Dispute, pursuant to Section 2.8, is less than the Estimated Purchase Price (such difference, represented by a positive number, being the “Over Payment”), then, within five (5) Business Days following the Final Determination Date, Sellers’ Representative and Buyer shall give joint written instructions to the Escrow Agent:

(a) to release from the Escrow Adjustment, an amount equal to the Over Payment by wire transfer of immediately available funds to an account specified by Buyer;

(b) in Buyer’s discretion, to release from the Escrow Indemnification, an amount equal to the amount by which any Over Payment exceeds the Escrow Adjustment by wire transfer of immediately available funds to an account specified by Buyer; and

(2) If the Over Payment exceeds the Escrow Adjustment, and Buyer has elected not to recover such amount from the Escrow Indemnification, then each of the Sellers shall, within fifteen (15) Business Days following the Final Determination Date, make payment by wire transfer to Buyer in immediately available funds to an account specified by Buyer of such Sellers’ Pro Rata Share of such excess.

(3) If the Purchase Price as finally determined is greater than the Estimated Purchase Price (such difference, represented by a positive number, being the “Under Payment”), then, within five (5) Business Days following the Final Determination Date:

(a) Buyer shall make payment by wire transfer, in immediately available funds and in the amounts instructed by Sellers’ Representative (i) to CDPQ and Fondaction, an amount equal to their respective Pro Rata Share of the Under Payment and (ii) to Sellers’ Representative the remaining amount of the Under Payment, for distribution by Sellers’ Representative to the Sellers (other than CDPQ and Fondaction) in accordance with their respective Pro Rata Share; and

(b) Buyer and Sellers’ Representative shall give written instructions to the Escrow Agent to release the Escrow Adjustment to CDPQ, Fondaction and Sellers’ Representative (for and on behalf of the Sellers (other than CDPQ and Fondaction)) in accordance with their respective Pro Rata Share of such amount in accordance with the Escrow Agreement, from which amount Sellers’ Representative may deduct an amount equal to the expenses incurred by it with respect to the determination of the Closing Statements.

(4) Any payment made after its due date provided above shall bear interest at the Applicable Rate from its due date through the actual date of payment.

Section 2.10 Transition Plan Adjustment

(1) The Closing Consideration also shall be adjusted in accordance with Section 4(g) of the Transition Plan (as defined in Section 7.1(12)), the terms and conditions of which are incorporated herein by this reference.

Article 3 – General representations and warranties of the Corporation

Section 3.1 Representations and Warranties Schedule

The Corporation makes the representations and warranties set out in the general representations and warranties schedule attached hereto asSchedule 3.1. The Corporation acknowledges that Buyer is relying exclusively upon these representations and warranties in connection with the purchase of the Purchased Shares and shall not be deemed to have knowledge of anything other than what is expressly set for such representations and warranties contained herein in connection with the purchase of the Purchased Shares (as qualified by the Disclosure Schedule), and shall not be deemed to have any knowledge of anything to the contrary or exceptions thereto except as set forth in the Disclosure Schedule.

Section 3.2 Disclosure Schedule

Each exception to, or responsive information required by, the representations and warranties contained inSchedule 3.1is set out in the disclosure schedule attached hereto asSchedule 3.2 (the “Disclosure Schedule”), and is identified in the Disclosure Schedule by reference (or, in accordance with Section 1.10(2) of the Agreement, by cross-reference) to a specific individual Section ofSchedule 3.1.

Article 4 – Individual Representations and Warranties of Sellers

Section 4.1 Introduction

Each Seller, as to itself only, individually (and not solidarily), makes to Buyer the representations and warranties set forth in this Article 4 and acknowledges that Buyer is relying on these representations and warranties in connection with the purchase of the Purchased Shares.

Section 4.2 Capacity and Authority

(1) Such Seller has the necessary capacity and authority to enter into this Agreement and the other Transaction Documents to which such Seller is a party, to carry out such Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(2) If such Seller is not a natural person, such Seller is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its constitution or formation and has all necessary power and authority to own the property owned by it, including its Purchased Shares and to transfer its Purchased Shares to Buyer hereunder.

(3) The execution and delivery of this Agreement and the other Transaction Documents by such Seller, the performance by such Seller of such Seller’s obligations thereunder and the consummation by such Seller of the transactions contemplated thereby have been duly authorized by all requisite action on the part of such Seller.

(4) This Agreement has been, and upon their execution by such Seller, the other Transaction Documents to which such Seller is a party will be, duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by each other party thereto) shall constitute legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization and other applicable Laws affecting the enforcement of creditors’ rights in general and to general equitable principles.

Section 4.3 Conflict

The execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party do not and will not:

(1) if such Seller is not a natural person, violate, conflict with or result in the breach, default or violation of or conflict with or allow any Person to exercise any rights under any term, condition or provision of the constitutional or formation documents or by-laws of such Seller or any Contracts to which such Seller is party, each as amended;

(2) conflict with, violate or result in a breach of (or cause an event which could have a Material Adverse Effect) any Law applicable to such Seller; or

(3) result in the creation or imposition of any Encumbrance on any of the Purchased Shares of such Seller.

Section 4.4 Litigation

(1) There are no Notified Claims against such Seller, nor, to the Knowledge of the Seller, any threatened Claim, relating to the transactions contemplated by this Agreement or the Purchased Shares of such Seller pending before any Person.

(2) Neither such Seller nor the Purchased Shares held by such Seller, are subject to any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority which could affect the legality, validity or enforceability of any Transaction Document to which such Seller is a party or the consummation of the transactions contemplated thereby.

Section 4.5 Ownership

Such Seller is the legal and absolute owner of the number of Purchased Shares indicated opposite the name of such Seller inSchedule A, with good and valid title thereto,free and clear of all

Encumbrances, except for Encumbrances pursuant to the Shareholders Agreement. At Closing, such shares shall constitute all of such Seller’s share of the Purchased Shares or other equity interests in the Corporation, whether issued or unissued, and such Seller shall transfer good and valid title to Buyer of such Purchased Shares, free and clear of all Encumbrances.

Section 4.6 No Other Agreements to Purchase

Except for Buyer’s rights under this Agreement or as set forth in the Shareholders Agreement, no Person has any written or oral agreement, option or warrant, or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for the purchase or acquisition from such Seller of any of the Purchased Shares.

Section 4.7 Consent and Regulatory Approvals

Except as disclosed in Section 11 of the Disclosure Schedule:

(a)

there is no requirement to obtain any consent, approval or waiver of a party under any Material Contract to which such Seller is a party in order to complete the transactions contemplated by the Agreement; and

(b)

no authorization, approval, order, consent of, or filing with, any Governmental Authority is required on the part of such Seller in connection with the execution, delivery and performance of the Transaction Documents.

Section 4.8 Residence

Except for BCSP IW Holdings, LLC and Novacap Technologies International III SRL, no Seller is a “non-resident” of Canada for the purposes of ITA. In respect of BCSP IW Holdings, LLC and Novacap Technologies International III SRL, the Purchased Shares are not “taxable Canadian property” within the meaning of the ITA.

Section 4.9 No Brokers

Any brokerage, finder’s or other fee or commission payable by such Seller to any broker, finder or investment banker in connection with the transactions contemplated by the Agreement shall remain solely such Seller’s liability and shall not become a liability of the Targets, Internap or Buyer.

Section 4.10 Holding Companies

Except for their respective shares of the Corporation, each of the Holding Companies has no subsidiaries and does not hold any title, equity or other proprietary interest, directly or indirectly, in any other Person. Neither of the Holding Companies has any assets other than their respective shares of the Corporation. Neither of the Holding Companies carries on, and neither of them has ever carried on, any business. As at the date hereof, each of the Holding Companies has no liabilities or obligations of any nature whatsoever, whether known, unknown, to become due, direct, indirect, absolute, contingent or otherwise.

Article 5 – Representations and Warranties of Buyer

Section 5.1 Introduction

Buyer makes to Sellers the representations and warranties set forth in this Article 5 and acknowledges that Sellers are relying upon these representations and warranties in connection with the sale of the Purchased Shares.

Section 5.2 Binding Obligation

(1) The execution and delivery of this Agreement and the other Transaction Documents to which Buyer or Internap is a party and the completion of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Buyer or Internap.

(2) This Agreement has been, and upon their execution by Buyer or Internap (as applicable), the other Transaction Documents to which Buyer or Internap is a party will be, duly executed and delivered by Buyer or Internap, and (assuming due authorization, execution and delivery by each other party thereto) shall constitute legal, valid and binding obligations of Buyer or Internap, enforceable against Buyer or Internap in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other applicable Laws affecting the enforcement of creditors’ rights in general and to general equitable principles.

Section 5.3 Capacity to enter Agreement

Each of Buyer and Internap has all necessary corporate power, authority and capacity to enter into and perform its obligations under this Agreement and the other Transaction Documents to which Buyer or Internap, as applicable, is a party.

Section 5.4 No Financing

Buyer has sufficient funds readily available to pay all of the consideration payable as required by this Agreement including the Purchase Price, and to make all other necessary payments in connection with the Purchase. Buyer’s obligations set forth in this Agreement are not contingent or conditional upon any Person’s ability to obtain or have at the Closing Date, sufficient funds necessary for the full payment of all consideration and other amounts, fees and expenses payable by Buyer under or in connection with this Agreement.

Section 5.5 Competition Act (Canada)

For purposes of theCompetition Act (Canada), Buyer and its Affiliates have assets in Canada with an aggregate value of less than C$200 million, and annual gross revenues from sales in, from or into Canada with an aggregate value of less than C$200 million.

Section 5.6 Conflict

Neither the execution and delivery of this Agreement and the other Transaction Documents to which Buyer or Internap is a party, the performance of Buyer’s or Internap’s obligations under this Agreement, or the completion of the transactions contemplated by this Agreement, will result in or constitute a breach of any term or provision of, or constitute a default under, the constitutional documents or by-Laws of Buyer or Internap, as applicable.

Section 5.7 Corporate existence of Buyer and Internap

Buyer is a corporation duly incorporated and validly existing under the laws of Canada. Internap is a corporation duly incorporated and validly existing under the Delaware General Corporation Law.

Section 5.8 Investment Canada Act

Buyer is a “WTO Investor” within the meaning of theInvestment Canada Act.

Section 5.9 Approvals

Except for a notice filing to be made by Buyer under theInvestment Canada Act, no authorization, approval, order, Consent of, or filing with, any Governmental Authority or any other Person is required on the part of Buyer in connection with the execution, delivery and performance of the Agreement or any other Transaction Documents.

Article 6 – Covenants

Section 6.1 Corporation’s and Sellers’ Covenants during Interim Period

(a) Affirmative Conduct of the Corporation. During the Interim Period, except as otherwise consented to by Buyer (which consent shall not be unreasonably withheld or delayed, and which consent shall be deemed to be provided if, upon Buyer’s receipt of such request in accordance with Section 14.11 of the Agreement, Buyer provides no response thereto within two (2) Business Days), the Corporation and its Subsidiaries shall, and the Sellers shall use commercially reasonable efforts to cause the Corporation and its Subsidiaries:

(i) Ordinary Course of Business: to carry on the Business in the Ordinary Course of Business, and shall use commercially reasonable efforts to preserve intact, in all material respects, its present business organization and its relationships with employees, customers,suppliers, licensors, licensees and others having business dealings with it;

(ii) Taxes and Tax Returns: to prepare and file with each Governmental Authority as required by applicable Law in a manner consistent with its past practice, all Tax Returns required to be filed by any of the Targets during the Interim Period and to pay, collect and remit all Taxes which become due and payable, collectible or remittable, as the case may be, with respect to any of the Targets during the Interim Period in a manner consistent with past practice;

(iii) Performance of Obligations: to pay, perform and discharge all obligations and liabilities when due in a manner consistent with past practice (including as to the payment of accounts payable);

(iv) Compliance with Law: to comply in all material respects with all applicable Laws;

(v) Employee Matters: without limiting Section 6.1(a)(i) of the Agreement, use commercially reasonable efforts to keep available the services of Key Employees of the Targets;

(vi) Inconsistent Activities: immediately cease discussions and negotiations with and not solicit or encourage any further inquiries or proposals, or provide any further information to any third party (other than Buyer) concerning, or enter into any transaction involving, the purchase of all or any part of the shares, material properties or assets or the Business.In the event that the Corporation or any of its officers, directors, agents or other representatives receives any offer, proposal, or request, directly or indirectly, of the type referenced in this Section 6.1(a)(vi), the Corporation shall (A) not engage in any discussions with such offeror or party with regard to such offers, proposals, or requests and (B) promptly, and in any event within twenty-four (24) hours thereof, notify Buyer thereof; and

(vii) Transition Plan: use commercially reasonable efforts to comply with the terms and conditions set forth in the Transition Plan.

(b) Restrictions on Conduct of the Corporation. During the Interim Period, except as set out inSchedule 6.1(b) or as otherwise consented to by Buyer (which consent shall not be unreasonably withheldor delayed, and which consent shall be deemed to be provided if, upon Buyer’s receipt of such request in accordance with Section 14.11 of the Agreement, Buyer provides no response thereto within three (3) Business Days), the Corporation and its Subsidiaries shall not:

(i) No Modification of Articles: cause or permit any modifications, amendments or changes to the Articles, by-Laws or similar organizational documents;

(ii) Expenditures: undertake any capital expenditure except (A) in the Ordinary Course of Business or (B) any capital expenditures over $1,000,000 in the aggregate or $100,000 individually;

(iii) Liabilities: pay, discharge, waive or satisfy, in an amount in excess of $50,000 individually or $200,000 in the aggregate, any claim, right or liability, other than the payment, discharge or satisfaction in the Ordinary Course of Business;

(iv) Accounting Methods: adopt or change accounting methods or practices (including any change in depreciation or amortization policies or rates, or revenue recognition policies) other than as required by IFRS;

(v) Tax Matters: make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any agreement or settle any claim or assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes or file any income Tax Return or amended income Tax Return unless a copy of such income Tax Return or amended income Tax Return has been delivered to Internap for review a reasonable time prior to filing and Internap has approved such income Tax Return (which approval shall be deemed to be provided if, upon Buyer’s receipt of a request for approval in accordance with Section 14.11 of the Agreement, Buyer provides no response thereto within two (2) Business Days,or surrender any right of any of the Targets to claim a material refund of Taxes.

(vi) No Asset Revaluation: other than in the Ordinary Course of Business and except with respect to any year-end accounting adjustments, revalue any of its assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or accounts receivable;

(vii) Stock Splits, etc.: split, combine or reclassify any of its shares or directly or indirectly repurchase, redeem or otherwise acquire any of its shares (or options, warrants or other rights convertible into, exercisable or exchangeable for shares or other securities of any of the Targets);

(viii) Issuance of Shares: issue or sell, authorize for issuance or sale or agree or commit to issue or sell, or grant options, warrants or rights to subscribe for or purchase, any shares of any class of any of the Targets;

(ix) Employee Arrangement Matters: other than in the Ordinary Course of Business, and other than as may be required in accordance with applicable Law, (A) materially increase or materially change the rate or form of salary or other compensation (including equity based compensation) payable or to become payable by the Targets to any of their respective officers, directors, employees, consultants or independent contractors, or (B) except for any payment provided for pursuant to this Agreement (including the payment of the Transaction Bonus Amount and the Retention Bonus Amount) grant any severance, notice, pay in lieu of notice, termination pay or change of control payment (cash, equity or otherwise) to any officer or employee, make any declaration, commitment or obligation of any kind for any such payment, including with respect to any increases to notice, pay in lieu of notice, change of control, severance or termination pay or adopt any new notice, pay in lieu of notice, change of control, severance or termination pay plan, agreement or arrangement or amend or modify or alter in any respect any such plan, agreement or arrangement existing on the date hereof;

(x) Employee Benefit Plans Matters: other than in the Ordinary Course of Business, (A) adopt or amend any Employee Benefit Plan, (B) make a profit sharing distribution, (C) pay any bonus or special remuneration or make any similar payment (cash, equity or otherwise) to any employee or officer, or (D) increase the fringe benefits (cash, equity or otherwise) (including rights to severance, notice, pay in lieu of notice, termination pay, change of control or indemnification) of its directors, officers, employees,

consultants or independent contractors, in all cases, except pursuant to agreements outstanding on the date hereof that have been previously been made available to Buyer, or as may be required by Law;

(xi) Intellectual Property: other than entering into agreements (either pursuant to Standard Form Agreements or Standard Form Agreements containing revisions or modifications that are consistent with prudent industry practices) with existing or new customers of the Targets in the Ordinary Course of Business relating solely to providing the existing services or products of the Targets, (A) sell, lease, license, or otherwise dispose of or grant any security interest in, any of the Corporation Intellectual Property or the other properties or assets of the Targets, including the sale of any accounts receivable of the Targets, (B) assign or transfer to any Person any Corporation Intellectual Property or, other than customer contracts in the Ordinary Course of Business, enter into any agreement or modify or amend in a material way any existing agreement with respect to any Corporation Intellectual Property with any Person or with respect to any Corporation Software, Other Software, technology, software or Intellectual Property Rights of any Person, (C) allow any Corporation Intellectual Property Rights to lapse or enter into the public domain, (D) except outside of the Ordinary Course of Business, purchase or license any Corporation Software, Other Software, technology, software or Intellectual Property Rights or enter into any agreement or modify or amend any existing agreement with respect to the Intellectual Property Rights of any Person, or (E) enter into any agreement or modify or amend any existing agreement with a third party with respect to the development of any technology or software;

(xii) Refunds: issue or agree to issue any refunds, credits, allowances or other concessions with customers with respect to amounts collected by or owed to any Target in excess of $10,000 individually or $50,000in the aggregate, except in the Ordinary Course of Business;

(xiii) Loans: except for advances to Employees for travel and business expenses in the Ordinary Course of Business, make any loan to any Person or purchase debt securities of any Person or amend the terms of any outstanding loan agreement;

(xiv) Debt Matters: incur any Debt (except under Debt agreements existing on the date of the Agreement or the renewal of any swap or currency exchange agreements existing on the date of the Agreement) or guaranty of Debt, including through the issuance or sale of any debt securities (other than the obligation to reimburse Employees for travel and business expenses or Debt incurred in connection with the purchase of goods and services in the Ordinary Course of Business), or amend the terms of any Debt, loan or guaranty agreement;

(xv) Waivers: waive or release any right or claim of the Targets, including any write-off or other compromise of any account receivable of the Targets, in each case in excess of $25,000 individually or $100,000 in the aggregate;

(xvi) Lawsuits: commence or settle any lawsuit, threat of any lawsuit or proceeding or other investigation by or against any Target or relating to any of their respective businesses, properties or assets, in each case having a value of more than $25,000;

(xvii) Real Property Matters: enter into any Contract to purchase or sell any interest in immoveable (real) property, grant any Encumbrance in any immoveable (real) property, enter into any lease, sublease, license or other occupancy agreement with respect to any immoveable (real) property or alter, amend, modify or terminate any of the terms of any Premises Lease;

(xviii) Acquisitions: (A) merge or amalgamate with, or agree to merge or amalgamate with, or purchase substantially all of the shares, assets of, or otherwise acquire any business, or sell or lease or agree to sell or lease, any material properties or assets; (B) otherwise acquire or agree to acquire any assets or any equity securities, except in the case of this clause (B) purchase of inventory and supplies in the Ordinary Course of Business; or (C) enter into any strategic alliance, affiliate agreement or joint marketing arrangement;

(xix) Employee and Independent Contractor Communications: make any representations or issue any written communications to Employees, consultants, independent contractors, agents or service providers that are inconsistent with this Agreement or the transactions contemplated hereby;

(xx) Employee Hires: (A) hire, offer to hire any employee of the Targets at or above manager level, or (B) terminate any employee at or above manager level, other than dismissal for good and sufficient cause (as defined by applicable Law), or encourage or otherwise cause any Key Employees to resign from any Target;

(xxi) Engage Consultants: engage the services of any key consultant, independent contractor or service provider or terminate any key consultant, independent contractor or service provider other than for serious reason, or encourage or otherwise cause any consultant, independent contractor or service provider to no longer provide services to any Target;

(xxii) Insurance Policies: cancel or amend (other than in connection with the addition of customers and suppliers to such insurance policies from time to time in the Ordinary Course of Business) of any insurance policy of the Targets;

(xxiii) Restrictive Agreements: except in the Ordinary Course of Business, enter into any Contract that (A) provides for any use restrictions on any Target with respect to confidential information of the third party, (B) does not disclaim implied warranties or contain a waiver of incidental, consequential, punitive, indirect or special damages in favour of the Target (and its assignees) in all circumstances, (C) does not include a reasonable limitation on the Target’s payment of direct damages, (D) contains any “non-solicitation,” “no hire” or similar provision that restricts the Target, or (E) provides for “exclusivity,” “non-compete,” “most-favored customer” or any similar requirement or under which the Target is restricted in any respect, or under which, after the Closing, Buyer or any of its Affiliates would be restricted with respect to distribution, licensing, marketing, pricing, purchasing, development or manufacturing of its respective products or services;

(xxiv) Bump:knowingly take any action or knowingly permit inaction or knowingly enter into any transaction that could reasonably be expected to have the effect of materially reducing or eliminating the amount of the tax cost “bump” pursuant to paragraphs 88(1)(c) and 88(1)(d) of the ITA with respect to the securities of any Subsidiaries and other non-depreciable capital property owned by the Corporation or any of its Subsidiaries as of the date hereof, upon an amalgamation or winding-up of the Corporation (excluding the Pre-Acquisition Restructuring) or any of its Subsidiaries (or any of their respective successors); and

(xxv) Commitments: take, commit, or agree in writing or otherwise to take, any of the actions described in Section 6.1(b)(i) through (b)(xxiv), or any other action that would (A) prevent the Corporation, or cause the Corporation not to perform, its covenants or agreements hereunder or (B) cause or result in any of its respective representations and warranties contained herein to be untrue or incorrect.

(c) Financing Matters.During the Interim Period, the Corporation shall use commercially reasonable efforts to provide and have its counsel, financial advisors and auditors provide to Buyer cooperation reasonably requested by Buyer in connection with any debt financing entered into in connection with the transactions contemplated by this Agreement (collectively, the “Financing”), including: (1) furnishing Buyer and the Financing Sources, as promptly as practicable, with the historical financial statements and financial and other data regarding the Targets as is necessary to satisfy the conditions set forth in the Financing Commitment Letter, and all other available historical financial and other available data and information as reasonably requested by Buyer or any Financing Source (the “Required Information”); (2) participating in a commercially reasonable manner in a reasonable number of meetings (including customary one-on-one meetings between senior management of the Corporation, on the one hand, and actual and prospective Financing Sources and prospective lenders and purchasers of the Financing, on the other hand), presentations, road shows, drafting sessions and sessions with actual

and prospective Financing Sources, investors and ratings agencies that are customary for financings of a type similar to the Financing; (3) assisting in a commercially reasonable manner Buyer and the Financing Sources in the preparation of any offering documents, reasonable and customary road show presentations, bank information memoranda (and to the extent necessary, a bank information memorandum that does not include material non-public information), and similar documents reasonably requested by Buyer in connection with the Financing, together with reasonable and customary representation and authorization letters duly executed on behalf of the Corporation in connection therewith and in connection with other information to be provided to actual and potential Financing Sources; (4) reasonably cooperating with the marketing efforts of Buyer and the Financing Sources for any of such Financing; (5) providing reasonable and customary information necessary for, or reasonably requested by Buyer in connection with, the obtaining of public corporate/family credit ratings and public facility credit ratings from Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation and from Moody’s Investor Services, Inc., and (6) furnishing Buyer and its Financing Sources promptly (and in any event within the time period required by the Financing Commitment Letter) with, if available, all reasonable and customary documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The Corporation hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Targets. Notwithstanding anything herein to the contrary, (x) nothing in this Section 6.1(c) shall (1) require such cooperation to the extent it would (A) require the Corporation to waive or amend any terms of this Agreement, (B) require the Targets to breach the terms or conditions of any agreement by which it is bound in any material respect, or (C) unreasonably interfere with the ongoing operations of the Targets’ businesses, and (2) Buyer shall pay or reimburse the Corporation upon request for any out-of-pocket expenses reasonably incurred by the Targets in connection with the cooperation required by this Section 6.1(c) on or prior to the Closing or promptly following the Closing or the termination of this Agreement.

(d) Dividends. During the Interim Period, the Corporation and its Subsidiaries may, but only with the written consent of Buyer (which consent may be withheld), declare, set aside or pay any dividends on or make any other distributions (whether in cash, shares or property) in respect of any of its shares.

Section 6.2 Delivery of Information

Only that information (A) comprised of the organizational records and insurance policies of the Targets specifically made available to Buyer’s Canadian Counsel for review at the offices of Sellers’ Counsel or (B) in the Data Room and managed by Banker as the Data Room existed as of 5:00 p.m. on October 29, 2013or listed in the Schedules hereto shall be considered to have been “disclosed,” “delivered,” “furnished” or “made available” to Buyer or Internap for purposes of the Agreement.

Section 6.3 Access

During the Interim Period, Buyer and its auditors, counsel and other representatives shall continue to be afforded access at all reasonable times, upon reasonable notice, to the premises and all such information, properties and personnel as Buyer may reasonably request in order to permit Buyer to plan an orderly transition and provided that Buyer make all arrangements with respect to such access with Pierre-Luc Toupin; provided, however, that no information discovered through the access afforded during the Interim Period shall be deemed to amend or supplement the Disclosure Schedule, prevent or cure any inaccuracy or misrepresentation or breach of warranty or breach of covenant.

Section 6.4 Confidentiality

Buyer agrees that until Closing (and in the event this Agreement is terminated for any reason other than its completion, also from and after such termination), Buyer shall comply with its obligations

under the Confidentiality Agreement (which is incorporated herein by this reference), and any information disclosed to Buyer shall constitute “Evaluation Material” within the meaning of the Confidentiality Agreement and shall be governed by the provisions of the Confidentiality Agreement. Buyer also agrees that the prohibition on disclosure extends to any disclosure of the existence of this Agreement or any information relating hereto. After the Closing, neither Internap nor any of its Affiliates shall be bound by any of the terms of the Confidentiality Agreement.

Except as required by Law to be disclosed to any other Person, upon completion of the Purchase, each Seller and its officers, directors and employees shall hold in strict confidence and not disclose to any Person (other than Buyer) or use any confidential information of the Business (which, for the avoidance of doubt, includes the Evaluation Material), for a period of three (3) years following the Closing Date. This undertaking shall not apply to any confidential information that becomes generally available to the public other than as a result of a disclosure, in violation of this Agreement, by any of the Sellers.

Section 6.5 Closing Conditions

Each Party shall use its commercially reasonable efforts to execute and deliver all documents and things and perform all acts necessary or appropriate to give effect to the purposes and intent of this Agreement. The Sellers shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions set forth in Section 7.1 to the extent the same are within their control. Buyer shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions set forth in Section 7.2 to the extent the same are within its control.

Section 6.6 Personal Information Privacy

The Buyer shall at all times comply with all applicable Law governing the protection of personal information with respect to Personal Information disclosed or otherwise provided to the Buyer by the Sellers or the Targets under this Agreement. The Buyer shall only collect, use or disclose such Personal Information for the purposes of investigating the Business and completing the Purchase. The Buyer shall safeguard all Personal Information collected from the Targets in a manner consistent with the degree of sensitivity of the Personal Information and, furthermore, maintain at all times the security and integrity of the Personal Information. The Buyer shall not make any copies of the Personal Information or any excerpts thereof or in any way re-create the substance or contents of the Personal Information if the Purchase is not completed for any reason and shall return all Personal Information to the Seller or destroy such Personal Information at the Sellers’ request.

Section 6.7 Banker’s Agreement

On or before the Closing, the Corporation shall terminate that certain letter agreement by and between the Corporation and the Banker dated as of April 23, 2013, and all amendments thereto (the “Banker’s Agreement”), and shall terminate all obligations and duties of the Corporation and all rights of Banker pursuant to the Banker’s Agreement or otherwise after the Closing Date, other than any indemnification and contribution provisions set forth therein.

Section 6.8 Employees

(1) The Corporation shall use its commercially reasonable efforts to obtain, prior to Closing, assignments of Intellectual Property (in the Corporation’s standard form) from those current Employees, independent contractors and consultants listed onSchedule 6.8(a).

(2) Subject to Section 2.6(3) of the Agreement, Buyer shall cause the Corporation to pay all Third Party Closing Payment amounts payable to Employees as a Transaction Bonus, Retention Bonus or Options Amount no later than the date of the first payroll date following the Closing Date.

Section 6.9 General Release of Claims by the Sellers

Effective as of the Closing Time, each Seller, on behalf of itself and its wholly-owned Subsidiaries, hereby irrevocably releases and forever discharges each Target (for the benefit of Buyer, the Targets and their respective parents, subsidiaries and predecessors and their respective past and present directors, managers, officers and employees, and each of their respective successors, heirs, assigns, executors and administrators (other than the Sellers) (collectively, the “Released Persons”)) of and from all manner of action and actions, cause and causes of action, suits, rights, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, omissions, promises, variances, trespasses, losses, judgments, executions, claims and demands whatsoever, in law or in equity which the Sellers ever had, now have or which it hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter or cause arising at any time prior to the Closing, other than as specifically provided in this Agreement.

Section 6.10 General Release of Claims by the Targets

Effective as of the Closing Time, each Target, on behalf of itself and its wholly-owned Subsidiaries, hereby irrevocably releases and forever discharges each Seller (for the benefit of Sellers and their respective parents, subsidiaries and predecessors and their respective past and present directors, managers, officers and employees, and each of their respective successors, heirs, assigns, executors and administrators (collectively, the “Sellers Released Persons”)) of and from all manner of action and actions, cause and causes of action, suits, rights, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, omissions, promises, variances, trespasses, losses, judgments, executions, claims and demands whatsoever, in law or in equity which the Targets ever had, now have or which it hereafter can, shall or may have, against the Sellers Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter or cause arising at any time prior to the Closing, other than as specifically provided in this Agreement and solely related to each such Seller Released Person’s status as a shareholder of the Corporation or as a party to any Contract set forth in Section 34 of the Disclosure Schedule.

Section 6.11 Notification of Certain Matters

(1) During the Interim Period, the Corporation shall give prompt (not more than two (2) Business Days) notice to Buyer of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty of the Corporation contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date, and (ii) any failure of the Corporation to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.11(1) shall not (A) limit or otherwise affect any remedies available to Buyer or (B) be deemed to amend or supplement the Disclosure Schedule or prevent or cure any inaccuracy, misrepresentations, breach of warranty or breach of covenant.

(2) During the Interim Period, Buyer shall give prompt (not more than two (2) Business Days) notice to the Sellers’ Representative of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warrant of Buyer or Internap contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date, and (ii) any failure of Buyer or Internap to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.11(2) shall not (A) limit or otherwise affect any remedies available to the Sellers or (B) be deemed to prevent or cure any inaccuracy, misrepresentations, breach of warranty or breach of covenant.

Section 6.12 Consents

The Corporation shall use commercially reasonable efforts to obtain the Consents identified as required Consents in Section 11 of the Disclosure Schedule. Such Consents shall be in a form reasonably acceptable to Buyer.

Section 6.13 Pre-Acquisition Transactions

(1) Pre-Acquisition Restructuring.Buyer agrees that the Corporation may, in the discretion of Buyer, acting reasonably, perform the reorganization on the Closing Date (the “Pre-Acquisition Restructuring”), comprised of the following: (i) the amalgamation of the Holding Companies and the Corporation; (ii) the execution by the shareholders of the Holding Companies of a joinder to the Agreement as “Sellers” hereunder as if original parties thereto; (iii) the execution by Eric Chouinard and Martin Leclair of an indemnification agreement in favor of Buyer and the other Sellers, with respect to the Holding Companies and the Pre-Acquisition Restructuring, and for indemnification obligations of the shareholders of the Holding Companies in favor of the Buyer Indemnified Parties, in a form satisfactory to Buyer and Sellers; and (iv) an undertaking by Eric Chouinard and Martin Leclair to reimburse all parties, upon completion of the Pre-Acquisition Restructuring, for any reasonable incremental costs for the foregoing, provided that Buyer shall provide notice to Éric Chouinard and Martin Leclair upon Buyer’s costs reaching $20,000 in the aggregate.

(2) Pre-Acquisition Reorganization.The Corporation agrees that, upon Buyer’s request, iWeb Technologies Inc. shall be exported from the Companies Act (Quebec) and continued under the Canadian Business Corporations Act (the “Pre-Acquisition Reorganization”), which Pre-Acquisition Reorganization shall be effected in compliance with all applicable Laws including, without limitation, applicable corporate laws; provided that (A) Buyer have undertaken to reimburse all parties for any incremental costs for such continuance and (B) Buyer has provided an indemnification undertaking in favor of the Sellers with respect to the Pre-Acquisition Reorganization.

Article 7 – CLOSING CONDITIONS

Section 7.1 Conditions for the benefit of Buyer

The obligation of Buyer to complete the purchase of the Purchased Shares is subject to the fulfillment of the conditions set forth in this Section 7.1 at or prior to the Closing Time, which conditions are for the exclusive benefit of the Buyer and any or all of which may be waived in whole or in part, by the Buyer in its sole discretion by notice given to the Sellers.

(1) Truth of Representation and Warranties. All representations and warranties of the Corporation and the Sellers contained in this Agreement (a) shall have been true and correct as of the date of this Agreement and (b) shall be (i) true and correct in all material respects if the applicable representation or warranty is not qualified based on the word “material” or similar phrases, including “Material Adverse Effect” and (ii) true and correct in all respects if the applicable representation or warranty is qualified based on the word “material” or similar phrases, including “Material Adverse Effect,” in each case, with the same force and effect as if such representations and warranties had been made on and as of the Closing Date (other than representations and warranties that are given as of a specified date, which shall have been true and correct as of such date).

(2) Sellers’ and the Corporation’s Obligations. The Corporation and each of the Sellers shall have performed its obligations under this Agreement to the extent required to be performed on or before the Closing Date, including delivery of all documents, instruments and other items specified in Section 9.1 and elsewhere in this Agreement and delivery of the following:

(a) certificates of status for each of the Sellers, where applicable, and the Targets issued by the appropriate Governmental Authority in its jurisdiction of incorporation or continuance, as applicable; and

(b) certified copies of resolutions of directors, shareholders, as the case may be, or decisions of trustees, as applicable, of each of the Sellers and the Corporation approving the entering into of this Agreement and the completion of the Purchase.

(3) No Material Adverse Effect. Since the date of this Agreement, no Material Adverse Effect shall have occurred on or prior to the Closing Time.

(4) Certificates of the Corporation and the Sellers. Each of the Corporation and the Sellers shall have delivered a certificate (validly executed by a duly authorized officer), for and on behalf of each such Seller (as applicable), certifying compliance with the conditions set forth in Section 7.1(1) and Section 7.1(2).

(5) Adverse Proceedings. No Claim, court proceeding, injunction, judgment, order, decree or ruling is pending, overtly threatened or in effect (excluding Claims by Internap stockholders) that (a) seeks to prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (b) seeks to declare unlawful any of the transactions contemplated by this Agreement.

(6) Debt; Release of Encumbrances. Buyer shall have received from the Targets duly executed Pay-Out Letters.

(7) Debt of Shareholders, Directors etc. All Debt to the Targets of shareholders, directors and officers and any Person, firm or corporation not dealing at Arm’s Length with any of the foregoing within the meaning of the ITA for advances or other amounts shall have been paid in full.

(8) Releases and Resignations. Buyer shall have received (i) resignations and mutual releases (subject to their rights to be indemnified pursuant to Section 10.2) of Alain Bélanger, Stéphane Blanchet, Éric Chouinard, Martin Leclair, Ted Mocarski, Stéphane Tremblay and Bruce R. Knooihuizen as directors of the Corporation and each of the Subsidiaries, where applicable, as of the Closing Date, and (ii) resignations and waivers of Éric Chouinard and Martin Leclair as officers and employees of the Corporation and each of the Subsidiaries, where applicable, as of the Closing Date, substantially in the form set forth inExhibit 7.1(8).

(9) Corporate Action. All appropriate action of the directors, shareholders and officers of the Corporation shall have been performed to transfer the Purchased Shares to the Buyer.

(10) Approvals, Consents, etc. All required Regulatory Approvals and Consents identified as required Consents in Section 11 of the Disclosure Schedule shall have been received and shall be absolute or on terms reasonably acceptable to Buyer.

(11) Stock Option Plan. All options (“Options”) issued under that Stock Option Plan of the Corporation dated as of May 15, 2013 (the “Plan”) shall have been cancelled by the Corporation for the “in-the-money” amount concurrently with the Closing and the holders shall receive, as provided in Section 2.6(3), all amounts owed to them as a result of such cancellation (the “OptionsAmount”), net of applicable withholding Taxes.

(12) Agreement Termination.Evidence reasonably satisfactory to Buyer that each of (a) the Shareholders Agreement, (b) the Management Services Agreement and (c) the agreements to be terminated in accordance with the transition plan executed and delivered by the Corporation, Buyer and Internap concurrently with the execution and delivery of this Agreement (the “Transition Plan”), have been terminated on or prior to Closing.

(13) Non-Competition Agreements. Buyer shall have received duly executed non-competition agreements from each of Eric Chouinard and Martin Leclair, upon such terms and conditions as set forth in the form of non-competition agreement attached asExhibit 7.1(13) hereto.

(14) Employees. 85% of the non-administerial employees of the Targets on the date of the Agreement shall have remained employed by the Targets as of the Closing Date, and each of the Key Employees shall have remained employed by the Targets as of the Closing Date.

(15) 2013 Financial Statements. Buyer shall have received (a) a true and correct copy of the Corporation’s annual audited consolidated financial statements for the fiscal year ended September 30, 2013 (the “2013 Financial Statements”), which 2013 Financial Statements shall have been prepared in accordance with IFRS, and (b) an unqualified opinion from the Corporation’s auditors that such financial statements present fairly, in all material respects, the Corporation’s financial condition, position and operations.

(16) Pre-Acquisition Reorganization. The Corporation shall have completed the Pre-Acquisition Reorganization.

Section 7.2 Conditions for the benefit of Sellers

The obligation of Sellers to complete the sale of the Purchased Shares is subject to the fulfillment of the conditions set forth in this Section 7.2 at or prior to the Closing Time which conditions are for the exclusive benefit of the Sellers and any or all of which may be waived in whole or in part, by the Sellers’ Representative in its sole discretion by notice given to the Buyer.

(1) Payments. All payments due pursuant to the provisions of Section 2.6 shall have been paid.

(2) Truth of Representation and Warranties. All representations and warranties of the Buyer contained in this Agreement (a) shall have been true and correct as of the date of this Agreement and (b) shall be (i) true and correct in all material respects if the applicable representation or warranty is not qualified based on the word “material” or similar phrase and (ii) true and correct in all respects if the applicable representation or warranty is qualified based on the word “material” or similar phrase, in each case, with the same force and effect as if such representations and warranties had been made on and as of the Closing Date (other than representations and warranties that are given as of a specified date, which shall have been true and correct as of such date) and Buyer shall have delivered to the Sellers a certificate addressed to the Sellers dated the Closing Date to that effect.

(3) Buyer’s Obligations. The Buyer shall have performed each of its obligations under this Agreement to the extent required to be performed on or before the Closing Date, including delivery of all documents, instruments and other items specified in Section 9.2 and elsewhere in this Agreement and delivery of the following:

(a) certificate of status the Buyer issued by the appropriate Governmental Authority in its jurisdiction of incorporation or continuance, as applicable; and

(b) certified copies of resolutions of the directors of the Buyer approving the entering into of this Agreement and the completion of the Purchase.

(4) Adverse Proceedings. No Claim, court proceeding, injunction, judgment, order, decree or ruling is pending, overtly threatened or in effect that (a) seeks to prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (b) seeks to declare unlawful any of the transactions contemplated by this Agreement.

(5) Approvals, Consents, etc. All required Regulatory Approvals and Consents to be obtained by or on behalf of Buyer shall have been received and shall be absolute or on terms reasonably acceptable to the Sellers.

(6) Release and Discharge. The releases set forth in Section 7.1(8) shall have been executed.

Article 8 – CLOSING ARRANGEMENTS

Section 8.1 Closing

The Closing will take place at the Closing Time on the Closing Date at the offices of Buyer, in Toronto, Ontario, Canada, or at any other time or date as the Parties may agree in writing.

Article 9 – CLOSING DOCUMENTS

Section 9.1 The Corporation or Sellers’ Closing Documents

On or before Closing, subject to the provisions of this Agreement, the Corporation or Sellers shall deliver or cause to be delivered to the Buyer’s Counsel the following, duly executed by the Sellers where it is a party thereto.

(a) the resignation of the directors ofthe Corporation;

(b) the bring-down certificate of the Corporation referred to in Section 7.1(4);

(c) a certificate dated as of the Closing Date and executed on behalf of the Corporation by its Secretary certifying (i) the Corporation’s articles and by-laws and (ii) the resolutions of the directors of the Corporation approving the entering into of this Agreement and the completion of the Purchase;

(d) copies of any notices required to be given to, or Consents or Regulatory Approvals required to be obtained from, third parties in accordance with contractual arrangements with such parties;

(e) all corporate actions reasonably required to duly and validly transfer the Purchased Shares to Buyer and/or its nominee, including without limitation, to cause the Corporation:

(i) to make the necessary inscriptions in the register of the Corporation in order to record the transfer of the Shares in favour of Buyer and/or its nominee; and

(ii) to deliver to Buyer and/or its nominee, upon the cancellation of the share certificates representing the Purchased Shares, a new certificate in its name or in the name of its nominee representing the Purchased Shares; and

(iii) in general, to approve and authorize the Purchase and the execution and delivery of the documents executed in furtherance thereof;

(f) deliver to Buyer certificates for the Purchased Shares to the Buyer and new share certificates in the name of Buyer or its nominee as the Buyer shall direct;

(g) the Escrow Agreement;

(h) the releases and waivers set forth in Section 7.1(8);

(i) the Books and Records of and related tothe Targets and the Business, to the extent not in the possession of the Corporation; and

(j) all other documents which Buyer reasonably requests to give effect to the Purchase and to result in the proper transfer, assignment and conveyance of the Purchased Shares by the Sellers to Buyer.

All documentation shall be in form and substance acceptable to the Buyer’s Counsel and the Buyer’s Canadian Counsel, and the Sellers’ Counsel, each acting reasonably in good faith.

Section 9.2 Buyer’s Closing Documents

On or before Closing, subject to the terms and conditions of this Agreement, Buyer shall deliver or cause to be delivered to the Sellers’ Counsel the following, duly executed by Buyer where it is a party thereto:

(a) all corporate proceedings of Buyer to approve and authorize the execution and delivery of the documentation to be executed at the Closing;

(b) the bring-down certificate of Buyer referred to in Section 7.2(2);

(d) the releases set forth in Section 7.1(8);

(e) all other documents which the Sellers reasonably request to give effect to the Purchase and to result in the proper transfer, assignment and conveyance of the Purchased Shares by the Sellers to Buyer.

All documentation shall be in form and substance acceptable to the Buyer’s Counsel and the Sellers’ Counsel each acting reasonably and in good faith.

Article 10 – post-closing

Section 10.1 Tax Matters

(1) Buyer will cause to be prepared and filed on a timely basis, all income Tax Returns forthe Targetsfor any Pre-Closing Tax Period and for which Tax Returns have not been filed as of the Closing Date, at the Targets’ expense.

(2) Buyer will cause to be prepared and filed on a timely basis, all Tax Returns (other than income Tax Returns) forthe Targets for any Pre-Closing Tax Period and for which Tax Returns have not been filed as of the Closing Date, at the Targets’ expense.

(3) Buyer will cause to be prepared and filed on a timely basis, all income Tax Returns forthe Targetsfor all Straddle Periods applicable to the Targets, as the case may be (all such Tax Returns together with the Tax Returns referred to in Section 10.1(1) being referred to herein as “Stub Period Income Tax Returns”), at the Targets’ expense.

(4) Buyer will cause to be prepared and filed on a timely basis, all Tax Returns (other than income Tax Returns) forthe Targetsfor all Straddle Periods applicable to such Targets, at the Targets’ expense.

(5) Buyer shall permit Sellers’ Representative to review and comment on each Tax Return before filing such Tax Return and Buyer shall make such changes to such Tax Returns as are reasonably requested by Sellers’ Representative, provided that such changes are not contrary to Law or inconsistent with the past practices ofthe Targets.

(6) The Corporation, Sellers’ Representative and Buyer will cooperate fully with each other and make available to each other in a timely fashion, all data and other information as may reasonably be required for the preparation of all Tax Returns referred to in this Section 10.1 and in connection with any audit, litigation or other proceeding with respect to Taxes and will preserve that data and other information until the expiration of any applicable limitation period for maintaining books and records under any applicable Tax Law with respect to the Tax Returns.

(7) Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(8) Buyer, Sellers’ Representative andthe Corporation agree to retain all books and records with respect to Tax matters pertinent tothe Targets relating to any Pre-Closing Tax Period until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellers’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority.

(9) Buyer, Sellers’ Representative andthe Corporation agree to give the other Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, in such event, such other Parties may be allowed to take possession of such books and records.

(10) Buyer covenants that it will not, and it will not cause or permit the Targets to take any action on or after the Closing, make any election or deemed election or make or change any Tax election, amend any Tax Return or take any position on any Tax Return that results in any increased Tax liability or reduction of any deduction, credit or loss carry-over of any such entity in respect of any period ending on or before or which includes the Closing Date, which action directly or indirectly results in the Sellers’ having an increased Tax liability (including any related interest and penalties).

(11) Buyer shall take, and it shall cause the Targets to take, all reasonable steps and give all reasonable assistance to avoid or mitigate any Tax liability which may give rise to a right of indemnification hereunder.

(12) Buyer shall cause the Corporation, and the Corporation hereby undertakes, to elect pursuant to sub-section 110(1.1) of the ITA that neither the Corporation nor any Person not dealing at Arm’s Length with the Corporation will deduct in computing its income for a taxation year any amount in respect of a payment to or for the benefit of any employee on the cancellation of the Options.

(13) During the period commencing immediately following the Closing Time and ending six (6) months after the relevant Governmental Authorities are no longer entitled to assess or reassess the Corporation, as the case may be, in respect of the Tax in question, in the case of (A) and (B) below, and on the second anniversary of the Closing Date, in the case of (C) below, if the Targets receive a refund of Taxes in respect of a Pre Closing Tax Period that has not been reflected in the Closing Working Capital Statement (for greater certainty including (A) the GST/PST Receivables classified as “Government Current” and “Government Non-current” components of current assets on the Balance Sheet, (B) any property tax receivable resulting from the contestation of the City of Montreal municipal valuation set forth on the balance sheet and (C) research and development tax credits), then Buyer shall, as soon as is reasonably practicable and in any event within ten (10) Business Days of such receipt, pay an amount equal to such refund to the Sellers’ Representative for distribution to the Sellers in accordance with their

Pro Rata Share; provided, however, that Buyer shall be entitled to deduct from the payment of the refund all costs, fees and reasonable expenses Buyer incurs in connection with obtaining such Tax refund or the payment thereof.

(14) Buyer shall provide written notice of, and upon receipt of such notice, the Sellers shall promptly remit to Buyer all amounts owed for (a) all Taxes (or the non-payment thereof) of the Targets for any Pre-Closing Tax Period not included in the Closing Statements and (b) any and all Taxes of any Person imposed on any of the Targets as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing.

(15) The Sellers hereby agree to indemnify each Buyer Indemnified Party and to hold it harmless from and against, any Loss attributable to (a) all Taxes (or the non-payment thereof) of the Targets for all Pre-Closing Tax Periods, (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Targets (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, and (c) any and all Taxes of any Person (other than the Targets) imposed on the Targets as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing. In the case of any Straddle Period, the amount of any Taxes based on or measured by income or receipts of the Targets for the Pre-Closing Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Targets for a Straddle Period that relates to the Pre-Closing Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

(16) All Tax-sharing agreements or similar agreements, if any, with respect to or involving the Targets shall be terminated as of the Closing Date, and after the Closing Date, Buyer and the Corporation shall not be bound thereby or have any liability thereunder.

(17) All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid one-half by Buyer and one-half by the Sellers’ Representative on behalf of the Sellers.

(18) Notwithstanding any provisions contained herein, Buyer shall not be entitled to any indemnification pursuant to this Agreement with respect to this Section 10.1 or a breach of Section 30 of Schedule 3.1 with respect to any Pre-Closing Tax Period or Straddle Period, unless, and only to the extent that, such breach results in the Targets having to pay Taxes for such Pre-Closing Tax Period or Straddle Period (including reimbursement of any previous refunds) taking into account all available tax losses and tax credits for all Pre-Closing Periods or Straddle Periods.

Section 10.2 Directors’ and Officers’ Insurance

(1) The Sellers and Buyer agree that all rights to indemnification existing in favour of the present and former directors and officers of the Targets (each such present or former director or officer, an “Indemnified D&O Party”) as in effect as of the Closing Date will survive and will continue in full force and effect and without modification, and Buyer will cause the Targets to honour such rights of indemnification and indemnify in favour of the Indemnified D&O Parties pursuant thereto, with respect to actions or omissions of the Indemnified D&O Parties occurring prior to the Closing Date, for a period of not less than the limitation period under applicable Law.

(2) Prior to the Closing Date, the Targets will purchase, and pay the premium in full for, prepaid non-cancellable run-off directors’ and officers’ liability insurance (the “Tail Coverage Policy”) providing coverage for the Indemnified D&O Parties for a period of up to six (6) years from the Closing Date with respect to claims arising from or related to facts or events which occurred on or prior to the Closing Date.

(3) In the event that Buyer or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision will be made so that the successor or assignee of Buyer (as the case may be) assumes the obligations set forth in this Section 10.2.

(4) The provisions of this Section 10.2 are (i) intended to be for the benefit of, and will be enforceable by, each Indemnified D&O Party, his or her heirs, executors, administrators and other legal representatives, and (ii) are in addition to, and not in substitution for, any other rights to indemnification that any such person may have under this Agreement.

Section 10.3 Maintenance and Access to Records

(1) Buyer agrees that it will retain all Books and Records and any other documents, information and files relating to the Targets delivered to it by the Sellers and relating to any period ending on or prior to the Closing Date for a period of seven (7) years following the Closing Date. So long as such Books and Records and such other documents information and files are retained by Buyer, the Sellers or their authorized representatives shall have reasonable access thereto.

Article 11 – Survival of Representations and Warranties

Section 11.1 General Survival Period

Subject to the remaining Sections of this Article 11, the representations and warranties contained in the Agreement (including, for the avoidance of doubt,Schedule 3.1 of the Agreement) will survive the Closing for a period of eighteen (18) months from the Closing Date.

Section 11.2 Special Survival Periods relating to Sellers

(1) The representations and warranties of the Corporation contained in Section 1 (Articles; Organization), Section 2 (Authorization of Agreement), Section 4 (Authorized and Issued Capital), Section 7 (Brokers) and Section 29 (Subsidiaries and Investments) ofSchedule 3.1 and of the Sellers contained in Sections 4.2 (Capacity and Authority), Section 4.5 (Ownership), Section 4.6 (No Other Agreements to Purchase) and Section 4.9 (No Brokers) of this Agreement will continue in full force and effect for the benefit of Buyer without limit as to time.

(2) The representations and warranties of the Corporation contained in Section 30 (Tax Matters) ofSchedule 3.1 will continue in full force and effect for the benefit of Buyer until six (6) months after the relevant Governmental Authorities are no longer entitled to assess or reassess the Corporation, as the case may be, in respect of the Tax in question, having regard, without limitation, to any waivers given by the Corporation in respect of Tax, and any entitlement of a Governmental Authority to assess or reassess the Corporation, without limitation, in the event of fraud. Where a notice of any Claim is given, in writing, in respect of a representation, warranty or obligation of the Sellers relating to Taxes within the foregoing applicable survival periods, the representation, warranty or obligation will survive in respect of the Claim until the final determination or settlement of the Claim.

(3) The representations and warranties of the Corporation contained in Section 17 (Environmental Matters) will continue in full force and effect for a period of three (3) years after Closing.

Section 11.3 Special Survival Periods Relating to Buyer

The representations and warranties of Buyer contained in the following Sections of the Agreement will survive the Closing without limit as to time:

(1) Section 5.2 (Binding Obligation); and

(2) Section 5.3 (Capacity to enter Agreement).

Section 11.4 Special Survival Period Relating to Sellers and Buyer

(1) Any representation and warranty involving fraud or intentional misrepresentation by the Party giving that representation and warranty will survive and continue in full force and effect without limitation of time.

Article 12 – INDEMNIFICATION

Section 12.1 Indemnifications

(1) Subject to Section 12.2 below:

(a) Each Seller agrees that if it fails to observe or perform any covenant or obligation under this Agreement, or breaches any of its representations and warranties under Article 4 or in the bring-down certificate delivered pursuant to Section 7.1(4) (or if any of such representations and warranties otherwise are inaccurate), it will (individually, but not solidarily) indemnify and hold Buyer and its Affiliates, and each of their respective directors, officers, employees, successors and assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any Loss which any Buyer Indemnified Party may suffer as a result thereof;

(b) Each Seller agrees that if the Corporation fails to observe or perform any covenant or obligation under this Agreement, or breaches any of its representations and warranties under Article 3 (with respect to the representations and warranties set forth in Section 17 ofSchedule 3.1 of the Agreement only, as more particularly described in Section 17 of the Disclosure Schedule) or in the bring-down certificate delivered pursuant to Section 7.1(4) (or if any of such representations and warranties otherwise are inaccurate), it will (individually but not solidarily) indemnify and hold Buyer Indemnified Parties harmless from and against any Loss which any Buyer Indemnified Party may suffer as a result thereof; and

(c) Each Seller agrees that it will (individually but not solidarily) indemnify and hold the Buyer Indemnified Parties harmless from and against any Loss which any Buyer Indemnified Party may suffer as a result of the matters set forthSchedule 12.1(c);

(d) Buyer and Internap solidarily agree that if Buyer fails to observe or perform any covenant or obligation under this Agreement, or breaches any of its representation and warranty under Article 5 or in the bring-down certificate delivered pursuant to Section 7.2(2) (or if any of such representations and warranties otherwise are inaccurate), it will indemnify and hold each Seller and its Affiliates, and each of their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any Loss which any such Seller Indemnified Party may suffer as a result thereof;

(any Buyer Indemnified Party or Seller Indemnified Party making a claim for indemnification under any provision of this Article 12 being the “Indemnified Party”, and the Party providing indemnification being the “Indemnifying Party” for the purposes of this Article 12).

Section 12.2 Limitation on Indemnification, Deductible and Cap

(1) The indemnification obligations of Sellers pursuant to this Agreement, including Section 12.1 above, are limited as follows:

(a) the indemnification obligations of Sellers are subject to any applicable limitations contained in Article 11 of this Agreement;

(b) the indemnification obligations of Sellers are not applicable unless and until, and only to the extent that the aggregate of all Claims for any breach, default or indemnification under the Agreement exceeds in the aggregate, a deductible equal to $967,150, in which case, the Indemnifying Party will be obligated to pay the entire amount owing in respect of such Claims in excess of the amount of such deductible; provided, however, that the foregoing deductible will not apply to (i) breaches or inaccuracies of any Fundamental Representation or with respect to Section 30 (Tax Matters), (ii) any breach of any covenant of the Corporation or the Sellers (including those set forth in Section 10.1 of the Agreement), or (iii) the matters set forth onSchedule 12.1(c);

(i) with respect to Losses arising as a result of breaches or inaccuracies of the Corporation’s representations and warranties set forth inSchedule 3.1 of the Agreement (other than Fundamental Representations or with respect to Section 30 (Tax Matters)), ten percent (10%) of the Closing Consideration in the aggregate with each Seller obligated for such Losses in accordance with its Pro Rata Share;

(ii) with respect to Losses arising (A) as a result of breaches or inaccuracies of the Fundamental Representations or (B) as a result of breaches of covenants and agreements by the Corporation or the Sellers hereunder (other than with respect to Section 10.1 (Tax Matters)), the aggregate amount of the Closing Consideration; provided, however, that (I) each Seller shall be obligated for such Losses in accordance with its Pro Rata Share up to the Purchase Price, (II) each Seller shall be obligated for Losses in accordance with its Adjusted Pro Rata Shareto the extent that such Losses exceed the Purchase Price but are less than or equal to the Closing Consideration and (III) no Seller shall be obligated for Losses arising as a result of another Seller’s breaches of its representations and warranties set forth in Article 4 of the Agreement, or as a result of another Seller’s breaches of its covenants and agreements hereunder; and

(iii) with respect to Losses arising as a result of breaches of the representations and warranties set forth in Section 30 (Tax Matters) ofSchedule 3.1 of the Agreement or as a result of breaches of the covenants and agreements set forth in Section 10.1 (Tax Matters), the aggregate amount of the Purchase Price, with each Seller obligated for such Losses in accordance with its Pro Rata Share.

(d) notwithstanding anything to the contrary set forth in this Section 12.2, (i) in the case of Losses arising out of fraud or intentional misrepresentation by the Corporation, the maximum amount that the Buyer Indemnified Parties may recover from the Sellers shall be limited to the Closing Consideration; provided, however, that (A) each Seller shall be obligated for such Losses in accordance with its Pro Rata Share up to the Purchase Price and (B) each Seller shall be obligated for Losses in accordance with its Adjusted Pro Rata Shareto the extent that such Losses exceed the Purchase Price but are less than or equal to the Closing Consideration; and (ii) in the case of claims arising out of fraud or intentional misrepresentation of a particular Seller (the “Culpable Seller”), absent complicity with the Culpable Seller, no other Seller shall be liable for Losses arising in connection with the fraud or intentional misrepresentation of the Culpable Seller; and

(e) for purposes of determining the amount of Losses resulting from the matters described in Section 12.1 of the Agreement, the representations, warranties, covenants and agreements applicable

thereto shall be deemed not to include any qualification or limitation with respect to materiality (whether by the terms “material” or “materiality” or by reference to a “Material Adverse Effect,” or otherwise).

(2) Any indemnification obligations of the Sellers hereunder shall first be satisfied from the Escrow Indemnification.

(3) Notwithstanding any terms or provisions of this Agreement, the Parties confirm that the maximum global indemnification obligations of each of CDPQ and Fondaction, Le Fonds de développement de la Confédération des syndicats nationaux pour la coopération et l’emploi (“Fondaction”) under this Agreement shall in no event exceed CDPQ’s or Fondaction’s respective Pro Rata Share of the Purchase Price. Further, the maximum global indemnification obligations of a Seller (other than CDPQ and Fondaction) under this Agreement shall in no event exceed such Seller’s Pro Rata Share of the Closing Consideration.

Section 12.3 Notification

(1) Promptly (but in any event not more than thirty (30) days after having obtained such knowledge) upon obtaining knowledge thereof, the Indemnified Party shall notify the Indemnifying Party of any cause which the Indemnified Party has determined has given or could give rise to indemnification under this Article 12 (an “Indemnification Notice”). Such Indemnification Notice shall specify whether the Indemnity Claim arises as the result of a Third Party Claim or as a result of a Direct Claim, and must also specify with reasonable particularity (to the extent that the information is available):

(a) the factual basis for the Indemnity Claim; and

(b) the amount of the Indemnity Claim, if known.

(2) Upon receipt of an Indemnification Notice by an Indemnifying Party, the provisions of Section 12.5 will apply to any Third Party Claim and the provisions of Section 12.4 will apply to any Direct Claim.

(3) The omission to so notify the Indemnifying Party does not relieve the Indemnifying Party from any duty to indemnify and hold harmless which otherwise might exist with respect to such cause, unless the notification occurs after the expiration of the applicable time limit, if any, as set out in Article 11 or (and only to the extent that) the omission to so notify prejudices the ability of the Indemnifying Party to exercise its right to defend provided in Section 12.5 or cure or mitigate the Loss.

Section 12.4 Direct Claims

(1) Following receipt of an Indemnification Notice pursuant to Section 12.3 relating to a Direct Claim, the Indemnifying Party shall have thirty (30) Business Days to investigate the Direct Claim and respond in writing. For purposes of the investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with such other information as the Indemnifying Party may reasonably request.

(2) If the Indemnifying Party disputes the validity or amount of the Direct Claim, the Indemnifying Party shall provide written notice of the dispute to the Indemnified Party within the thirty (30) Business Day period specified in Section 12.4(1). The dispute notice must describe in reasonable detail the nature of the Indemnifying Party’s dispute. During the thirty (30) day period immediately following receipt of a dispute notice by the Indemnified Party, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute. If the Indemnifying Party and the Indemnified Party fail to resolve the dispute within that thirty (30) day time period, the Indemnified Party is free to pursue all rights and remedies available to it, subject only to this Agreement. If the Indemnifying Party fails to respond in

writing to the Direct Claim within the thirty (30) Business Day period specified in this Section 12.4, the Indemnifying Party is deemed to have refused the validity and amount of the Direct Claim.

Section 12.5 Defense of Third Party Claims

(1) After receipt of the Indemnified Party’s Indemnification Notice pursuant to Section 12.3 relating to a Third Party Claim and upon giving notice to the Indemnified Party within not more than thirty (30) Business Days of such receipt, the Indemnifying Party has the right to defend the Third Party Claim at its own cost and expense with counsel of its own selection, provided that: (a) the Indemnified Party has at all times the right to fully participate in the defence at its own cost and expense (provided, however, that the Indemnifying Party reimburses the Indemnified Party for all defence costs and expenses of the Indemnified Party between the date of the Indemnification Notice and the date the Indemnifying Party validly exercises its right to defend the Third Party Claim); (b) the Third Party Claim seeks only monetary damages and does not seek any injunctive or other relief against the Indemnified Party; and (c) legal counsel chosen by the Indemnifying Party is approved by the Indemnified Party, such approval not to be withheld unreasonably.

(2) The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably refused or withheld), unless: (a) the terms of the compromise and settlement require only the payment of money and do not require the Indemnified Party to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the third Person making the Third Party Claim or waive any rights that the Indemnified Party may have against such third Person making the Third Party Claim; (b) the Indemnified Party receives, as part of the compromise and settlement, a legally binding and enforceable unconditional release, which is in form and substance reasonably satisfactory to the Indemnified Party, from any and all obligations or liabilities it may have with respect to the Third Party Claim; provided, however, that, notwithstanding the foregoing clauses (a) and (b), the Sellers shall not compromise and settle, or cause a compromise and settlement of, any Third Party Claim with respect to Taxes of Pre-Closing Period without the prior written consent of Buyer; and (c) the Indemnifying Party unconditionally acknowledges in writing that it will indemnify and hold the Indemnified Party harmless with respect to such compromise or settlement.

(3) If the Indemnifying Party fails to give notice of its intention to participate in the Third Party Claim in accordance with Section 12.5(1), then the Indemnifying Party will be deemed to have waived its right to participate in the Third Party Claim and the Indemnified Party will have the right (but not the obligation) to undertake the defense of the Third Party Claim; and, with the approval of the Indemnifying Party, compromise and settle the Third Party Claim on behalf, for the account and at the risk and expense of the Indemnifying Party.

(4) If the Indemnifying Party participates in the defense of a Third Party Claim, then the Indemnified Party will make available to the Indemnifying Party those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in evaluating and participating in the defense of such claim.

(5) The Indemnified Party shall, at the request of the Indemnifying Party, make available to the Indemnifying Party or its representatives on a timely basis all documents, records and other materials in the possession of the Indemnified Party, at the expense of the Indemnifying Party, reasonably required by the Indemnifying Party for its use in defending any Third Party Claim, the defense of which it has elected to participate in, and the Indemnified Party shall otherwise cooperate on a timely basis with the Indemnifying Party in the defense of such claim.

(6) Notwithstanding anything in this Section 12.5 to the contrary, if, in cases where the Indemnifying Party is also party to the Third Party Claim, the Indemnified Party determines in good faith that joint

representation would not be appropriate, then the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim.

Section 12.6 Insurance Adjustments

If, prior to the settlement and payment of a claim for Losses by a Seller or the Buyer, as applicable, the Indemnified Party receives a payment from an insurance carrier in connection with the Losses to which such claim relates, the amount of Losses recoverable by the Indemnified Party under this Article 12 from the Seller or the Buyer, as applicable, for such claim shall be reduced by the amount of such insurance payment, net of any increase in premiums to be paid by the Indemnified Party related to the insurance carrier’s payment of such claim. If an Indemnified Party receives any insurance payment in connection with any claim for Losses for which it already received payment from a Seller or Buyer, as applicable, within thirty (30) days of receiving such insurance payment, the Indemnified Party shall pay to the Escrow Agent for deposit in the Escrow Indemnification, the amount of the insurance payments received, net of any increase in premiums to be paid by the Indemnified Party related to the insurance carrier’s payment of such claim. In the event the Escrow Indemnification has been fully disbursed or has been closed, then within thirty (30) days of receiving such insurance payment, the Indemnified Party shall pay to (a) CDPQ and Fondaction an amount equal to their respective Pro Rata Share of such net insurance payment and (b) to Sellers’ Representative the remaining amount of such payment, for distribution by Sellers’ Representative to the Sellers (other than CDPQ and Fondaction) in accordance with their respective Pro Rata Share of such net insurance payment. Buyer shall cause the Targets to use commercially reasonable efforts to recover any amount payable by the insurance carrier, but in no circumstance shall the Targets be obligated to institute legal recourse against their respective insurers.

Section 12.7 Indemnification – Non-Merger

The indemnification covenants contained in this Article 12 will not merge on Closing but will survive subject only to any limits imposed by this Article 12.

Section 12.8 Exclusive Remedy

(1) After the Closing Time, except with respect to fraud, the rights of indemnity in this Article 12 (including, for the avoidance of doubt, those set forth in Section 10.1 (Tax Matters)) shall be the sole and exclusive remedy of each Indemnified Party:

(a) in respect of Third Party Claims which may be brought against it; and

(b) for monetary compensation for any Loss which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfillment of any covenant or agreement on behalf of another Party, or any incorrectness in or breach of any representation or warranty by another Party, contained in the Agreement or in any other agreement or document delivered pursuant to the Agreement.

(2) Notwithstanding anything to the contrary set forth herein, each Seller and each Target (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) hereby waives any rights or claims against any Financing Source in connection with this Agreement, the Financing Commitment Letters, the Financing, or in respect of any other document or theory of law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith and each Seller and each Target (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) agrees not to commence any action or proceeding against any Financing Source in connection with this Agreement, the Financing Commitment Letters, the Financing, or in respect of any other document or theory of law or equity and agrees to cause any such action or proceeding asserted by any of them (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) in connection with this Agreement, the Financing Commitment Letters, the Financing or in respect of any other document or theory of law or

equity against any Financing Source to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages to any Seller or any Target in connection with this Agreement, the Financing Commitments, the Financing or the transactions contemplated hereby or thereby. For greater certainty, nothing contained in this Section 12.8(2) shall limit or restrict in any manner the rights that the Sellers may have against the Buyer or Internap hereunder.

Section 12.9 General Indemnification Rules

The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of any Loss shall also be subject to the principles set forth in this Section 12.9.

(1) Subject to Section 12.6, the obligation of indemnification shall not apply to the extent that any Loss claimed has been reimbursed through insurance to the Indemnified Party.

(2) The amount of Losses shall be reduced by any allowance, provision or reserve in respect of the matter giving rise to such Claim included in the Financial Statements or the Final Working Capital, if any.

Section 12.10 Duty to Mitigate

Nothing in this Agreement shall in any way restrict or limit the general obligation at law of an Indemnified Party to mitigate any Loss which it may suffer or incur by reason of the breach by an Indemnifying Party of any representation or warranty or the breach of any covenant of the Indemnifying Party hereunder.

Section 12.11 No Contribution

Indemnification obligations under this Article 12 will be determined without regard to any right to indemnification that any Seller may have in his, her or its capacity as an officer, director, employee or agent of any of the Targets prior to the Closing and no such Seller will be entitled to any indemnification from any of the Targets for amounts paid for indemnification under this Article 12. Without limiting the foregoing, with respect to any claim brought by a Buyer Indemnified Party against a Seller under the Agreement or otherwise relating to the Agreement, each Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against any of the Targets with respect to any amounts owed by such Seller pursuant to the Agreement.

Section 12.12 Consideration Adjustment

Any payment made by the Indemnifying Party to the Indemnified Party under this Article 12 shall constitute an adjustment to Purchase Price.

Article 13 – TERMINATION

Section 13.1 Termination Rights

This Agreement may be terminated:

(a) prior to Closing, by mutual written agreement of the Sellers and Buyer;

(b) by notice given by Buyer to the Sellers’ Representative for failure of a condition stipulated in Section 7.1 to be satisfied by noon onDecember 23, 2013if Buyer has not waived such condition;provided that Buyer shall not be entitled to so terminate the Agreement if the failure of the Sellers to satisfy such condition results from a breach by Buyer of its obligations under this Agreement;

(c) by notice given by the Sellers’ Representative to Buyer for failure of a condition stipulated in Section 7.2 to be satisfied by noon onDecember 23, 2013if the Sellers’ Representative has not waived such condition;provided that the Sellers’ Representative shall not be entitled to so terminate the Agreement if the failure of Buyer to satisfy such condition results from a breach by the Sellers of their obligations under this Agreement;

(d) by notice given by either Party if there has been a material breach of any provision of this Agreement, and such breach has not been waived by the non-breaching Party, that remains uncured for a period of twenty (20) consecutive days commencing on the day that the non-breaching Party provides the breaching Party with Notice that there has been a material breach of this Agreement;

(e) by the Sellers’ Representative or Buyer if Closing has not occurred (other than through or as a result of a failure of the Party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before noon onDecember 23, 2013or such later date as the Parties may agree in writing;

(f) by either Party if after the date of this Agreement any Law is enacted, made or amended that makes the consummation of any of the transactions contemplated by this Agreement illegal or otherwise prohibited or enjoins the consummation of any of the transactions contemplated by this Agreement, and such Law (if applicable) or enjoinment shall have become final and non-appealable.

Section 13.2 Effect of Termination

(1) Each Party’s right of termination under this Article 13 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. Nothing in this Article 13 limits or affects any other rights or causes of action any Party may have with respect to the representations, warranties, covenants and indemnities in its favour contained in this Agreement. If a Party waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.

(2) If this Agreement is terminated pursuant to Section 13.1, all obligations of the Parties under this Agreement will terminate, except that:

(a) Section 6.4 (Confidentiality), Section 14.3 (Costs and Expenses), Section 14.9 (Governing Law and Submission to Jurisdiction), Section 14.11 (Notices), Section14.13 (Public Notice) and this Section 13.2, and each party’s obligations under such foregoing sections, will survive; and

(b) if this Agreement is terminated by a Party because of a breach of this Agreement by the other Party or because a condition for the benefit of the terminating Party has not been satisfied because the other Party has failed to perform any of its obligations or covenants under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired; provided that, for greater certainty, a failure to satisfy a condition in Section 7.1 or Section 7.2 to the extent it is not reasonably within the control of a Seller in the case of Section 7.1 or not reasonably within the control of Buyer in the case of Section 7.2 shall not constitute a breach of this Agreement.

Article 14 – GENERAL

Section 14.1 Amendment

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by Buyer and each of the Sellers. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such

waiver be binding unless executed in writing by the Sellers’ Representative on behalf of the Sellers, or Buyer, as the case may be.

Section 14.2 Assignment

Without limiting Section 14.6, neither the Agreement nor any right or obligation under the Agreement may be assigned by any Party without the prior consent of the other Parties (except that Buyer may assign its rights under this Agreement to one or more lenders as collateral security).

Section 14.3 Costs and expenses

Except as otherwise specified in the Agreement (including with respect to Transaction Expenses), all costs and expenses (including the fees and disbursements of accountants, legal counsel and other professional advisers) incurred in connection with the Agreement and the completion of the transactions contemplated by the Agreement are to be paid by the Party incurring those costs and expenses.

Section 14.4 Counterparts

The Agreement may be executed and delivered by the Parties in one or more counterparts, each of which when so executed and delivered will be an original, and those counterparts will together constitute one and the same instrument.

Section 14.5 Currency

Unless otherwise specified, the word “dollar” and “$” sign refer to U.S. currency, and all amounts to be advanced, paid or calculated under the Agreement are to be advanced, paid or calculated in U.S. currency. In the event that an amount subject to this Agreement is expressed in Canadian dollars or another currency and such amount is to be exchanged into U.S. dollars, the Parties shall apply the reported exchange rate for the U.S. dollar to such currency quoted by the Bank of Canada (or such other source to which Buyer and the Sellers’ Representative may agree in writing) representing the noon rate on the applicable date (or, in the case of the Estimated Statements, the noon rate on the Business Day prior to their delivery to Buyer).

Section 14.6 Enurement

The Agreement enures to the benefit of and is binding upon the Parties and their respective heirs, executors, administrators, successors and permitted assigns. Except as provided in Sections 12.8(2) and 14.9 and this Section 14.6, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns; provided that the Financing Sources shall be intended third parties beneficiaries of Sections 12.8(2) and 14.9 and this Section 14.6 and shall be entitled to enforce such provisions directly (and no amendment or modification to such provisions in respect to the Financing Sources may be made without the prior consent of the Financing Sources).

Section 14.7 E-mail transmission

Delivery of the Agreement by e-mail constitutes valid and effective delivery.

Section 14.8 Further assurances

Each Party will, at the requesting Party’s cost, execute and deliver any further agreements and documents and provide any further assurances as may be reasonably required by the other Party or Parties to give effect to the Agreement and, without limiting the generality of the foregoing, will do or cause to be done all acts and things, execute and deliver or cause to be executed and delivered all agreements and

documents and provide any assurances, undertakings and information as may be required from time to time by all Governmental Authorities or as may be required from time to time under applicable securities Laws.

Section 14.9 Governing Law and Submission to Jurisdiction

(1) The Agreement is governed by, and is to be construed and interpreted in accordance with, the Laws applicable in the Province of Québec and the federal Laws of Canada applicable therein.

(2) Each of the Parties irrevocably submits and attorns to the exclusive jurisdiction of the courts of the Province of Québec (judicial district of Montréal) to determine all issues, whether at law or in equity arising from the Agreement.

(3) To the extent permitted by applicable Law, each of the Parties irrevocably waives any objection (including any claim of inconvenient forum) to the venue of any legal proceeding arising out of or relating to the Agreement in the courts of the Province of Québec, or that the subject matter of the Agreement may not be enforced in these courts, and irrevocably agrees not to seek, and hereby waives any right to, judicial review by any court which may be called upon to enforce the judgment of these courts, of the substantive merits of any such suit, action or proceeding.

(4) To the extent a Party has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, that Party irrevocably waives that immunity in respect of its obligations under the Agreement.

(5) Notwithstanding anything herein to the contrary (but without limiting Section 12.8(2)), each of the parties hereto agrees that any claim, controversy or dispute any kind or nature (whether based upon contract, tort or otherwise) against a Financing Source that is in any way related to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing or the Financing Commitment Letters shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles (other than sections 5-1401 and 5-1402 of the New York General Obligations Law).

(6) Notwithstanding anything herein to the contrary (but without limiting Section 12.8(2)), each of the parties hereto hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Financing Commitment Letters, or any of the transactions contemplated hereby or thereby, including, any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof), and that the provisions immediately below relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim.

(7) EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) AGAINST THE FINANCING SOURCES ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

Section 14.10 Joint but not solidary obligations of Sellers

The obligations of Sellers pursuant to the Agreement are joint within the meaning of article 1518 of theCivil Code of Québec but not solidary within the meaning of article 1523 of theCivil Code of Québec in accordance with the Pro Rata Share or the Adjusted Pro Rata Share of the Sellers, as the case may be.

Section 14.11 Notices

(1) Any notice, demand, request, consent, approval or other communication which is required or permitted by the Agreement to be given or made by a Party (a “Communication”) must be in writing and either delivered personally, delivered by nationally recognized overnight courier service, sent by prepaid, registered mail or sent by e-mail, charges (if any) prepaid and confirmed by prepaid registered mail.

(2) Any Communication must be sent to the intended recipient at its address as follows or at any other address as any Party may from time to time advise the others by Communication given in accordance with this Section 14.11:

(a) to Sellers at:

c/o Sellers’ Representative

NOVACAP Technologies III, L.P.
375 boul. Roland-Therrien
Suite 210
Longueuil (Québec) J4H 4A6
Attention: Stéphane Blanchet,Chief Financial Officer

Bruno Duguay,Chief Legal Officer

E-mail:sblanchet@novacap.ca

bduguay@novacap.ca

With a copy which shall not constitute a notice to:

Fasken Martineau
The Stock Exchange Tower
PO Box 242, Suite 3700
Montréal, Québec H4Z 1E
Attention: Michel Boislard, Partner
Email:mboislard@fasken.com

and to:

Caisse de dépôt et placement du Québec

1000 Place Jean-Paul-Riopelle

Montréal, Québec

H2Z 2B3

Attention: David Pétrie
Email: dpetrie@lacaisse.com
Attention: Guy Lebeuf
Email:glebeuf@lacaisse.com

With a copy which shall not constitute a notice to:

Gowling Lafleur Henderson LLP
Suite 3700, 1 Place Ville-Marie

Montréal, Québec
H3B 3P4
Attention: Robert Dorion, Partner
Email:robert.dorion@gowlings.com

and to:

Fondaction
2175 boul. De Maisonneuve East, Suite 103

Montréal, Québec
H2K 4S3
Attention: Geneviève Morin
Email: genevieve.morin@fondaction.com

(b) to Buyer at:

Internap Network Services Corporation
One Ravinia Drive, Suite 1300
Atlanta, Georgia 30346
Attention: Kevin M. Dotts, Chief Financial Officer
Tashia L. Rivard, Senior Vice President Legal Services
Email: kdotts@internap.com
trivard@internap.com

With a copy which shall not constitute a notice to:

Morris, Manning & Martin, LLP
3343 Peachtree Road, N.E.
1600 Atlanta Financial Center
Atlanta, Georgia 30326
Attention: Carl J. Erhardt
Email: cerhardt@mmmlaw.com

(3) Any Communication personally delivered to the Party to whom it is addressed will be deemed to have been given and received on the day it is so delivered at that Party’s address, provided that if that day is not a Business Day then the Communication will be deemed to have been given and received on the next Business Day.

(4) Any Communication delivered by nationally recognized overnight courier service will be deemed to have been given and received on the Business Day after it is deposited with such nationally recognized overnight courier service, if sent for overnight delivery.

(5) Any Communication transmitted by e-mail will be deemed to have been given and received on the day on which it was transmitted (but if the Communication is transmitted on a day which is not a Business Day or after 5:00 p.m. (local time of the recipient)), the Communication will be deemed to have been received on the next Business Day.

(6) Any Communication given by registered mail will be deemed to have been received on the fifth Business Day after which it is so mailed.

(7) If a strike or lockout of postal employees is then in effect, or generally known to be impending, every Communication must be effected by personal delivery, or by e-mail.

Section 14.12 Payment by Wire Transfer

Any money to be paid or tendered by one Person to another pursuant to the Agreement must be paid by wire transfer of immediately available funds to an account designated in writing by the Person entitled to receive the payment.

Section 14.13 Public Notice

(1) Subject to Section 14.13(2) of the Agreement, all public notices to third parties and all other announcements, press releases and publicity concerning the Agreement or the transactions contemplated by the Agreement must be jointly planned and coordinated by Sellers’ Representative and Buyer.

(2) Neither Party will act unilaterally in this regard without the prior consent of the other Party unless and only to the extent that, disclosure is required to meet the timely disclosure obligations of any Party under securities Laws or stock exchange rules in circumstances where prior consultation with the other Party is not practicable, or the disclosure is to the Party’s board of directors, senior management and its legal, accounting, financial or other professional advisers.

Section 14.14 Sellers’ Representative

(1) Each of the Sellers hereby appoints Sellers’ Representative as agent for and on behalf of Sellers and irrevocably authorizes Sellers’ Representative to act as each such Seller’s agent with respect to all matters under this Agreement and any Transaction Document to which a Seller is a party. Sellers’ Representative hereby accepts such appointment and agrees to perform the responsibilities set forth herein.

(2) Without limiting to generality of the foregoing, Sellers’ Representative shall have full power and authority to make all decisions and take all actions relating to the Sellers’ respective rights, obligations (other than with respect to the obligations to make payments, which responsibility shall be borne by the applicable Seller(s)) and remedies under this Agreement and any Transaction Document to which a Seller is a party, including to receive payments (for the further benefit of the Sellers (other than CDPQ and Fondaction) as set forth in this Agreement or the Escrow Agreement), to give and receive notices and Communications, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any and all claims under this Agreement or disputes under Section 2.7, Section 2.8, Section 2.9 or Article 12 of this Agreement (to the extent related to any breach by the Corporation of the representation warranties and covenants set forth herein), and to take all actions necessary or appropriate in the judgment of Sellers’ Representative for the accomplishment of the foregoing. All decisions and actions taken by Sellers’ Representative shall be final binding and conclusive upon all Sellers and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Buyer may rely upon any such decision, act, consent, or instruction of Sellers’ Representative as being the decision, act, consent or instruction of each Seller.

(3) No bond shall be required of Sellers’ Representative, and Sellers’ Representative shall receive no compensation for its services.

(4) All references in this Agreement to decisions and actions to be taken by the Sellers or any one of them, as the case may be, shall be deemed taken by a Seller or any one of them, as the case may be, if such decisions or actions are taken by Sellers’ Representative. All references in this Agreement to decisions and actions to be taken by Buyer and directed to the Sellers or any one of them, as the case may be, shall be deemed directed to the Sellers or any one of them, as the case may be, if such decisions or actions are directed by Buyer to Sellers’ Representative.

(5) In exercising or failing to exercise all or any of the powers conferred upon Sellers’ Representative hereunder or thereunder, Sellers’ Representative shall incur no responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or thereunder or any other agreement, instrument or document, excepting the only responsibility for any act or failure to act which represents gross fault.

(6) The execution by the Sellers of the Agreement shall be deemed to be approval of the terms of the provisions of this Section 14.14, including the appointment of Sellers’ Representative.

(7) Buyer is hereby relieved from any liability to any Person for any acts done by it in accordance with such decision, act, consent or instruction of Sellers’ Representative.

(8) Sellers hereby agree, on the basis of their Pro Rata Share, to indemnify and hold harmless Sellers’ Representative, its directors, officers and employees from and against the full amount of any loss, liability, damage, cost, expense, charge, fine, penalty and reasonable professional fees and disbursements which Sellers’ Representative, its directors, officers or employees may suffer as a result of acting as Sellers’ Representative or on behalf of Sellers’ Representative.

(9) Notwithstanding the foregoing, Sellers’ Representative shall (i) inform all Sellers of any Claim received by Sellers’ Representative from Buyer pursuant to Article 10 and (ii) not be entitled to settle any Claim relating to a breach of the representations or warranties set out in Article 4.

Section 14.15 Severability

Each provision of the Agreement is distinct and severable. If any provision of the Agreement, in whole or in part, is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect the legality, validity or enforceability of the remaining provisions of the Agreement, or the legality, validity or enforceability of that provision in any other jurisdiction.

Section 14.16 Tender

Any tender of documents or money pursuant to the Agreement may be made upon the Parties or their respective counsel.

Section 14.17 Time of Essence

Time is of the essence in all respects of the Agreement. Therefore the time limits set forth herein are mandatory.

Section 14.18 Waiver

No waiver of, failure to exercise or delay in exercising, any provision of the Agreement constitutes a waiver of any other provision (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

Section 14.19 Internap Obligations

Buyer and Internap shall be solidarily (within the meaning of theCivil Code of Québec) liable for all obligations under this Agreement and Internap hereby absolutely, unconditionally and irrevocably guarantees to the Sellers the due and punctual performance of all of the obligations of Buyer under this Agreement. The liabilities and obligations of Internap are subject to the terms of this Agreement and will not exceed any liability or obligation of Buyer to the Sellers under this Agreement. Internap is entitled to all rights, privileges and defenses available to Buyer with respect to any obligations or liability, including

all provisions of this Agreement relating to limitation of liability and resolution of disputes. Internap hereby irrevocably waives any benefit of discussion or division and agrees that its liability under this guarantee shall be absolute and unconditional irrespective of any other circumstance which might otherwise constitute a defense available to or a legal discharge of Internap, except to the extent that such circumstance constitutes a defense for Buyer.

Section 14.20

The Parties hereby acknowledge and agree that the Transition Plan may not be amended except by the written agreement of all Parties hereto.

The parties have executed this Agreement.

[SIGNATURE PAGES FOLLOW NEXT]

NOVACAP TECHNOLOGIES III, L.P.		TÉLÉBROME INC.


By:	Novacap Partners Technologies III, L.P., its general partner

	By: Novacap Management Technologies III Inc., its general partner

By:	/s/ Pascal Tremblay	By:	Robert Brouillette /s/ Robert Brouillette
	Name: Pascal Tremblay		Name: Robert Brouillette
	Title: President, Managing Partner		Title: President

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC		FONDACTION, LE FONDS DE DÉVELOPPEMENT DE LA CONFEDERATION DES SYNDICATS NATIONAUX POUR LA COOPERATION ET L’EMPLOI


By:	/s/ David Petrie	By:	/s/ Luc Lapointe
	Name: David Petrie		Name: Luc Lapointe
	Title: Directeur		Title: Portfolio Manager

By:	/s/ Claude Lafond	By:	/s/ Genevieve Bouthillier
	Name: Claude Lafond		Name: Genevieve Bouthillier
	Title: Directeur principal		Title: Assistant head of Investment

BCSP IW HOLDINGS, LLC		7871902 CANADA INC.


By:	/s/ Thadeus Mocarski	By:	/s/ Éric Chouinard
	Name: Thadeus Mocarski		Name: Éric Chouinard
	Title: Managing member of BCSP IW Manager, LLC, its managing member		Title:

NOVACAP TECHNOLOGIES INTERNATIONAL III, SRL		7871970 CANADA INC.


By:	/s/ Julia A. Taggart	By:	/s/ Martin Leclair
	Name: Julia A. Taggart		Name: Martin Leclair
	Title: Manager		Title:

NOVACAP TECHNOLOGIES INTERNATIONAL III.1, L.P.


By:	Novacap Partners Technologies III, L.P., its general partner By: Novacap Management Technologies III Inc., its general partner

By:	/s/ Pascal Tremblay
	Name: Pascal Tremblay
	Title: President, Managing Partner

			8672377 CANADA INC.


			By:	/s/ John D. Maggard
			Name: John D. Maggard
			Title: Assistant Treasurer

			INTERNAP NETWORK SERVICES CORPORATION


			By:	/s/ James E. Cooney
			Name: James E. Cooney
			Title: Chief Executive Officer

Schedule 1.1 –Definitions

In the Agreement, unless the context indicates otherwise, the following definitions apply and any grammatical variation of such definition shall have the correlated meaning:

1. “Accounting Firm”

is defined in Section 2.8(3) of the Agreement;

2. “Accounts Receivable”

means the aggregate sum of all accounts receivable due, owing, or accruing tothe Targets in connection with the Business, net of an allowance for doubtful accounts calculated in accordance with IFRS but excluding for greater certainty any Taxes receivable;

3. “Adjusted Pro Rata Share”

means, with respect to each Seller, the percentage listed inSchedule A under the heading “Adjusted Pro Rata Share”;

4. “Affiliate”

has the meaning given to such term inNational Instrument 45-106 – Prospectus and Registration Exceptions, as in force on the date hereof;

5. “Agreement”

means the Share Purchase Agreement relating to the Targets to which thisSchedule 1.1 is attached, together with all the Schedules and Exhibits attached thereto, as may be supplemented or amended by written agreement between the Parties;

6. “Applicable Rate”

means the prime business rate of interest reported from time to time by the Bank of Canada;

7. “Arm’s Length”

has the meaning given to such term in the ITA;

8. “Articles”

means the constitutional or formation documents of the Targets;

9. “Audited Financial Statements”

means the audited consolidated financial statements consisting of (a) the annual audited consolidated balance sheet of the Corporation as of the Most Recent Audited Financial Statements Date and the related annual consolidated statements of income and cash flows for the fiscal year then ended, including the notes or other supplementary information thereto;

10. “Balance Sheet”

means the unaudited consolidated balance sheet of the Corporation as of the Balance Sheet Date;

11. “Balance Sheet Date”

means August 31, 2013;

12. “Balance Sheet Statement”

means the schedule that sets forth the manner in which the Corporation’s applicable balance sheet is to be prepared, attached asExhibit 1.1-12 hereto.

13. “Banker”

means The Bank Street Group LLC;

14. “Books and Records”

means books, ledgers, files, lists, reports, plans, logs, deeds, surveys, correspondence, operating records, Tax Returns and other data and information of the Targets, including all data and information stored on computer-related or other electronic media, maintained with respect to the Business;

15. “Business”

means the business carried on by the Targets, consisting of the business of providing Internet hosting infrastructures through “cloud” related services, dedicated servers, co-location and shared hosting services, domain name registration services and connectivity services, whether wired or wireless, server and/or application management and other managed services related to the foregoing. Without limiting the generality of the foregoing, Business shall include:

(i) a dedicated Web hosting service wherein the Customer has access to one (1) or more entire servers, thereby acquiring complete control, including control over the choice of operating system and underlying hardware;

(ii) a Cloud-type hosting service wherein the Customer has access to part of one or more servers, which, with appropriate programming, acts as a dedicated private server;

(iii) a shared hosting service wherein the Customer has access to part of one or more Web servers;

(iv) a shared space hosting service in a data centre;

(v) services such as storage, security or monitoring that are related to the foregoing provisions; and

(vi) offering of co-location facilities providing space, equipment and bandwidth for rent;

16. “Business Day”

means any day excluding a Saturday, Sunday or statutory holiday in the ProvinceofQuébec, Toronto, Ontario andAtlanta, Georgia and also excluding any day on which the principal chartered banks located in the City of Montréal, Québec, andAtlanta, Georgia are not open for business during normal banking hours;

17. “Buyer”

is defined in the Appearance of the Agreement;

18. “Buyer Indemnified Parties”

is defined in Section 12.1(1)(a) of the Agreement;

19. “Buyer’s Canadian Counsel”

means Stikeman Elliott LLP;

20. “Buyer’s Counsel”

means Morris, Manning & Martin, LLP;

21. “Cash”

means the aggregate sum of, on a consolidated basis and calculated in accordance with IFRS and consistent with past practices (to the extent consistent with IFRS, except for non-material misstatement) and with the Cash and Debt Statement, cash and cash equivalents of the Targets, including term deposits, guaranteed investment certificates and similar readily liquid instruments;

22. “Cash and Debt Statement”

means the schedule (a) pursuant to which Cash and Debt are to be calculated and (b) that sets forth (i) the amount of Cash, (ii) the Debt amount to be paid-out at Closing and (iii) the Debt amount that is not to be paid-out at Closing, attached asExhibit 1.1-22 hereto;

23. “Certificates of Location”

means the certificate of location concerning the property located 3185 Hochelaga East, Montréal prepared by Éric Deschamps, Quebec Land Surveyor, on June 2, 2011, under his minute number 6997 (File D2875C), addressed to the Corporation, and the certificate of location concerning the property located at 5945 Couture Boulevard, Montréal prepared by Éric Deschamps, Quebec Land Surveyor, on May 30, 2011, under his minute number 6988 (File D2863C), addressed to Technologies Iweb Inc;

24. “CDPQ”

means Caisse de dépôt et placement du Québec;

25. “Claim”

means any claim, complaint, demand, grievance, prosecution, order, indictment, charge, investigation or legal, judicial, arbitral or administrative proceedings, including assessment or reassessment and any appeal or application for review;

26. “Closing”

means the completion of the sale to and purchase by Buyer of the Purchased Shares pursuant to the Agreement;

27. “Closing Balance Sheet”