EXECUTION VERSION

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SUBSCRIPTION AGREEMENT

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among

ROGERS COMMUNICATIONS INC.

and

ROGERS COMMUNICATIONS CANADA INC.

and

BACKHAUL NETWORK SERVICES INC.

and

MAPLE CONNECT ISSUER LP

April 4, 2025

TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS
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SUBSCRIPTION AGREEMENT

THIS AGREEMENT is effective as of the 4th day of April, 2025.

A M O N G:

ROGERS COMMUNICATIONS INC., a corporation existing under the Laws of the Province of British Columbia

(“RCI”),

- and -

(“RCCI”),

- and -

BACKHAUL NETWORK SERVICES INC., a corporation existing under the Laws of the Province of Alberta

(the “Company”),

- and -

MAPLE CONNECT ISSUER LP, an exempted limited partnership existing under the Laws of the Cayman Islands, acting through its general partner, MAPLE GP HOLDINGS LTD., an exempted company existing under the Laws of the Cayman Islands

(the “Investor”).

RECITALS

WHEREAS, the Parties desire that, subject to the terms and conditions of this Agreement, the Investor subscribe for, and the Company issue to the Investor, the Purchased Shares in exchange for payment of an amount equal to the Subscription Price;

AND WHEREAS, upon completion of the Investor’s subscription and payment for the Purchased Shares pursuant to this Agreement, RCCI will be the registered and beneficial owner of 501 Class A Shares, representing 50.1% of the issued and outstanding Shares, and the Investor will be the registered and beneficial owner of 125 Class B Shares and 374 Class C Shares, representing 49.9% of the issued and outstanding Shares;

AND WHEREAS, the parties hereto acknowledge and agree that the Shares are intended to be equity for all purposes.

NOW THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Parties hereby agree as follows:

Article 1

INTERPRETATION

In this Agreement, except where the context otherwise requires, the following terms will have the following meanings:

“Accredited Investor” has the meaning assigned to such term in Rule 501(a) of Regulation D promulgated under the Securities Act.

“Action” means any suit, litigation, arbitration, mediation, claim, complaint, dispute, action, charge, demand, grievance, audit, investigation, inquiry, inspection, review, survey, examination, notice letter or other proceeding.

“Adverse Effect on Financing” has the meaning assigned thereto in Section 6.2(a).

“Adverse Law Event” means, at any time, if:

“Affiliate” means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), Controls, is Controlled by, or is under common Control with such Person; provided that, for greater certainty, (a) none of the Investor or its Affiliates shall be deemed to be an “Affiliate” of RCI, RCCI or any of their respective Affiliates by virtue of their ownership of Shares, (b) the Investor shall not be deemed to be an “Affiliate” of the Company or its Subsidiaries and (c) RCI, RCCI and their respective Affiliates shall each be deemed an “Affiliate” of each other and the Company and its Subsidiaries.

“Agreement” has the meaning assigned thereto in the recitals to this Agreement.

“Anti-Corruption Laws” means any Law of any applicable jurisdiction concerning or relating to the prevention or prohibition of bribery or corruption, including, but not limited to, the FCPA, the CFPOA and the UK Bribery Act 2010, as amended.

“Anti-Money Laundering Laws” means any Law of any applicable jurisdiction relating to the prevention of prohibition of money laundering or terrorism financing and applicable in respect of the transactions contemplated by the Transaction Documents, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended, the Criminal Code (Canada) and the regulations made thereunder, as amended and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001 (Title III of Pub. L. No. 107-56, signed into law October 26, 2001), as amended.

“Arm’s Length” has the meaning assigned to such term in the Tax Act.

“Authorization” means, with respect to any Person, any Order, permit, approval, consent, variance, waiver, grant, license, sublicense, certificate, certification, registration, agreement, directive, notice, or similar authorization of any Governmental Entity having jurisdiction over such Person.

“Backhaul” means the transmission of cellular Data to (and from) Connecting Points of (a) the Cell Sites and (b) the Core Network.

“Backhaul Business” means the business of operating and providing Backhaul in Ontario and Alberta.

“Backhaul Business Material Adverse Effect” means any change, event, occurrence, effect, state of facts, or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances, is or would reasonably be expected to be material and adverse to the Backhaul Business, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstance resulting from or arising in connection with:

provided, however, (i) if any change, event, occurrence, effect, state of facts, or circumstance referred to in clauses (a) through to and including (c) above has a materially disproportionate effect on the Backhaul Business, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Backhaul Business operates, such effect may be taken into account in determining whether a Backhaul Business Material Adverse Effect has occurred (in which case only the incremental disproportionate effect may be taken into account in determining whether a Backhaul Business Material Adverse Effect has occurred); and (ii) that references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a Backhaul Business Material Adverse Effect has occurred.

“Backhaul Equipment” means the equipment, material and infrastructure and other similar physical assets necessary for the proper functioning of the Backhaul, which includes transmission equipment and other transmission media, including microwave and optical fiber transmission strands and links.

“Backhaul Services Agreement” means the backhaul services agreement to be entered into between the Rogers Parties and the Company in the form attached as Schedule C to the Disclosure Letter, as may be supplemented or modified in accordance with Section 6.4.

“Business Day” means any day that is not a Saturday, Sunday or any other day on which the main branches of commercial banks in Toronto, Ontario are not open for business during normal business hours.

“BXCI” means, collectively, Blackstone Private Credit Strategies LLC and its Affiliates within the credit and insurance-focused business of Blackstone Inc. and any funds or accounts managed, advised or sub-advised by Blackstone Private Credit Strategies LLC or its Affiliates within the credit and insurance-focused business of Blackstone Inc. (but excluding portfolio companies thereof).

“Call Date” has the meaning assigned to such term in the Company USA.

“Call Option” has the meaning assigned to such term in the Company USA.

“Call Price” has the meaning assigned to such term in the Company USA.

“Cell Sites” means the physical locations used for the transmission of cellular Data, including cell towers, roof top sites, small cells, distributed antenna systems and similar infrastructure, and the applicable Facilities, as identified in schedule 1.123(A) of the Backhaul Services Agreement.

“CFPOA” means the Corruption of Foreign Public Officials Act (Canada), as amended.

“Class A Shares” means the class A shares in the capital of the Company.

“Class B Shares” means the class B shares in the capital of the Company.

“Class C Shares” means the class C shares in the capital of the Company.

“Closing” has the meaning assigned thereto in Section 2.2(a).

“Closing Date” has the meaning assigned thereto in Section 2.2(a).

“Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date or such other time mutually agreed to by the Parties.

“Commitment Documents” has the meaning assigned thereto in Section 5.1(h)(ii).

“Company” has the meaning assigned thereto in the recitals to this Agreement.

“Company Indemnified Persons” means the Company, the Rogers Parties, their respective Affiliates and their successors and permitted assigns.

“Company USA” means the unanimous shareholder agreement of the Company to be entered into between the Rogers Parties, the Company and the Investor in the form attached hereto as Exhibit A.

“Confidentiality Agreement” has the meaning assigned thereto in Section 12.1.

“Connecting Point(s)” means the physical points where Backhaul Equipment is connected to the Equipment of the Cell Sites and Core Network.

“Consent Solicitation Statements” means, collectively, the consent solicitation statements attached as Schedules E, F and G to the Disclosure Letter.

“Contracts” means all legally binding contracts, agreements, leases, indentures, deeds of trust, licenses, instruments, arrangements, understandings or other commitments and orders, whether written or oral.

“Contribution Agreement” means the contribution agreement to be entered into between the Rogers Parties and the Company in the form attached as Schedule A to the Disclosure Letter, as may be supplemented or modified in accordance with Section 6.4.

“Contribution Date” has the meaning assigned thereto in Section 6.4.

“Control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise and the words “Controlled by”, “Controlling” and similar words have corresponding meanings.

“Core Network” means the Rogers Group’s mobile core network in Ontario and Alberta made up of all products, cabling, hardware and software beyond the A3 router ports connected to the internet protocol core and the mobile management entities, and any applicable New Technology thereto or deployed therein, at the Facilities identified in schedule 1.1.23(B) of the Backhaul Services Agreement.

“Corporate Group” means, collectively, the Company and its Subsidiaries.

“Data” means electronic information, including data from end users, roaming partners, mobile virtual network operator partners, wholesale customers and other identified sources.

“Data Room” has the meaning assigned thereto in Section 1.5.

“Debt Financing” has the meaning assigned thereto in Section 5.1(h)(i).

“Debt Financing Documents” has the meaning assigned thereto in Section 12.12.

“Debt Financing Sources” means the Persons (and their respective partners, shareholders, members directors, officers, employees, advisors, agents and representatives of the foregoing and their successors and assigns) that have entered into the Note Purchase Agreement.

“Determination Date” has the meaning assigned thereto in Section 10.5(a).

“Disclosure Letter” means the disclosure letter dated the date of this Agreement and all schedules, exhibits and appendices thereto, delivered by the Rogers Parties and the Company to the Investor with this Agreement.

“Dispute” has the meaning assigned thereto in Section 11.1.

“Equipment” means all machinery, equipment, appliances, chattels, tools, fixtures, software and other property of every kind and nature whatsoever used by the Rogers Group in connection with the operation of the Cell Sites or Core Network, as applicable (including any applicable New Technology).

“Equity Commitment Letter” has the meaning assigned thereto in Section 5.1(h)(ii).

“Equity Financing” has the meaning assigned thereto in Section 5.1(h)(ii).

“Equity Investors” has the meaning assigned thereto in Section 5.1(h)(ii).

“Facilities” means the facilities housing the Connecting Points.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“Financing” means, together, the Debt Financing and the Equity Financing.

“Financing Sources” has the meaning assigned thereto in Section 5.1(h)(ii).

“Governmental Entity” means any (a) international, multinational, national, federal or central, state, regional, provincial, territorial, municipal, local or other governmental or public department, regulatory authority, central bank, court, commission, commissioner, board, bureau, agency, tribunal, minister, governor-in-council, cabinet, official, judicial body, arbitrator, division or instrumentality, domestic or foreign, (b) any subdivision or authority of any entity listed in clause (a), (c) any applicable stock exchange or (d) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental or private or public body exercising any regulatory, administrative, expropriation or taxing authority under or for the account of any of the above. The above definition is deemed to include any interim or permanent transferee or successor of a Governmental Entity’s underlying mandate, function or activity.

“Guarantee” means the guarantee of the Equity Investors in favor of the Company pursuant to which the Equity Investors will guarantee certain obligations of the Investor in connection with this Agreement.

“IFRS” means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

“Indebtedness” means, in respect of the Company: (a) all obligations for borrowed money (including principal, accrued interest, premiums and penalties), (b) all obligations evidenced by bonds, debentures, notes or other similar instruments, (c) all accrued obligations to reimburse any bank or other Person in respect of amounts paid or advanced under a letter of credit or other similar instrument and (d) all Indebtedness guaranteed by such Person.

“Indemnified Party” has the meaning assigned thereto in Section 10.6.

“Indemnifying Party” has the meaning assigned thereto in Section 10.6.

“Indentures” means the meaning assigned to such term in each of the Consent Solicitation Statements.

“Insurance Policy” means an insurance policy covering the Company and its Affiliates in respect of certain matters associated with the payment of distributions to the Investor and payment of the purchase price to the Investor pursuant to the exercise of the Call Option.

“Interim Period” means the period between the date of this Agreement and Closing.

“Investment Company Act” has the meaning assigned thereto in Section 5.1(o).

“Investor” has the meaning assigned thereto in the recitals to this Agreement.

“Investor Closing Certificate” has the meaning assigned thereto in Section 7.4(a).

“Investor Expenses” has the meaning assigned thereto in Section 12.9(b).

“Investor Financing” means any financing, funding, capitalization, guarantee or similar or related arrangement of the Investor or its transferees, including the Financing.

“Investor Indemnified Person” means the Investor and its successors and permitted assigns.

“IRU Agreement” means the agreement to be entered into between the Rogers Parties and the Company in the form attached as Schedule B to the Disclosure Letter, as may be supplemented or modified in accordance with Section 6.4.

“Laws” means any and all (a) constitutions, treaties, statutes, laws (including common law, civil law and general principles of equity), by-laws, rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Entity, (b) any consents or approvals of any Governmental Entity, and (c) any Orders, writs, decisions, advisory or interpretative opinions of, or agreements with, any Governmental Entity.

“Lien” means, with respect to any property or other asset, any mortgage, charge, pledge, hypothec, option prior claim, power of sale, security interest, security agreement, debenture, trust deed, conditional sales contract, assignment, lien (statutory or otherwise), right of pre-emption, right of first refusal, non-disposal undertaking, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition which secures payment, performance of an obligation or claim against a proprietary right, and includes an agreement to create any of the foregoing.

“Losses” means any loss, liability, claim, damage (including applicable Taxes), penalty, fine, cost or expense (including legal fees and expenses), provided that Losses shall not include any indirect, special, incidental, punitive, exemplary or consequential damages of any kind, except to the extent such indirect, special, incidental, punitive, exemplary or consequential damages are actually awarded by a final, non-appealable decision by a court of competent jurisdiction or arbitrator to a third party.

“Management Services Agreement” means the management services agreement to be entered into between the Rogers Parties and the Company in the form attached as Schedule D to the Disclosure Letter.

“New Technology” means any replacement, upgrade and/or successor technology to the Core Network and/or the Cell Sites;

“Non-Recourse Party” means, with respect to a Party, any of such Party’s or its Affiliates’ former, current and future direct or indirect equity holders, controlling Persons, directors, managers, officers, employees, legal counsel, financial advisors, agents, representatives, Affiliates, members, general or limited partners, successors or assignees (or any former. current or future equity holder, controlling Person, director, manager, officer, employee, legal counsel, financial advisors, agent, representative, Affiliate, member, general or limited partner, successor or assignee of any of the foregoing).

“Note Purchase Agreement” has the meaning assigned thereto in Section 5.1(h)(i).

“Notes” means the meaning assigned to such term in each of the Consent Solicitation Statements.

“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department.

“Order” means a judgment, order, writ, injunction, decision, award or decree of any Governmental Entity.

“Ordinary Course” means, with respect to an action taken by a Person, that such action is consistent with the past practices of such Person, and is taken in the ordinary course of normal day-to-day operations of such Person.

“Out of Pocket Expenses” has the meaning assigned to such term in the Company USA.

“Outside Date” means July 15, 2025 or such later date as may be agreed to in writing by the Parties.

“Parties” means, collectively, RCI, RCCI, the Company and the Investor, and “Party” means any one of them, as the context requires.

“Permitted Holder” has the meaning assigned to such term in the Company USA.

“Permitted Liens” means any the following Liens which (a) are not incurred in connection with any extension of credit and do not secure any indebtedness or obligation for borrowed money and (b) do not materially detract from the value of the property of the Backhaul Business or materially impair the use of any Contributed Assets: (i) minor encroachments over neighboring lands and any fences or concrete curbs; (ii) any minor defect or irregularities in title, variation and other similar restrictions or encumbrances; (iii) statutory Liens in favor of lessors in the ordinary course of the business; (iv) any zoning, entitlements, building codes or other land use or environmental regulations, ordinances or similar legal requirements, in each case, imposed by any Governmental Entity or other requirement of law; (v) subsisting reservations, limitations, provisos, conditions or exceptions contained in any original grant of the land or any portion thereof or interest therein from the Crown; (vi) statutory exceptions, reservations or qualifications to title and any rights reserved to or vested in any Person by any statutory provision; (vii) Liens for property taxes not yet due and delinquent or, if due, the validity of which is being contested in good faith and in respect of which adequate reserves are maintained in accordance with IFRS (and as to which

foreclosure or other enforcement proceedings shall have been effectively stayed); (viii) Liens arising by operation of Law or securing carriers’, warehousemen’s, mechanics’, workers’, suppliers’, contractors’, builders’, architects’, engineers’, materialmen’s and other such similar Liens incurred in the ordinary course which, in each case, have not at such time been filed pursuant to law or which relate to obligations not due and payable or, if overdue, are being contested in good faith by appropriate proceedings and in respect of which adequate reserves are maintained in accordance with IFRS; and (ix) Liens arising solely by operation of law over any credit balance or cash held in an account with a financial institution.

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency (including any Governmental Entity), authority or entity however designated or constituted.

“Purchased Shares” means, collectively, 125 Class B Shares and 374 Class C Shares.

“RCCI” has the meaning assigned thereto in the recitals to this Agreement.

“RCCI Shares” means 501 Class A Shares to be issued to RCCI pursuant to the Contribution Agreement.

“RCI” has the meaning assigned thereto in the recitals to this Agreement.

“RCI Demand CAD Promissory Note” means the non-interest bearing, unsecured and subordinated demand promissory note between RCI and the Company to be dated as of the Closing Date and denominated in Canadian currency, in the form attached as Schedule H to the Disclosure Letter.

“RCI Demand Promissory Notes” means the RCI Demand CAD Promissory Note and the RCI Demand USD Promissory Note and “RCI Demand Promissory Note” means either of them.

“RCI Demand USD Promissory Note” means the non-interest bearing, unsecured and subordinated demand promissory note between RCI and the Company to be dated as of the Closing Date and denominated in the currency of the United States of America, in the form attached as Schedule I to the Disclosure Letter.

“Recharacterization Event” means the occurrence of each of the following: (i) one or more of S&P Global Ratings, a division of S&P Global Inc., Moody’s Investors Service, Inc. or DBRS Limited have formally effected a change to their respective treatment of the transactions contemplated by the Transaction Documents from “equity” treatment to “debt” treatment (such change, a “Recharacterization Determination” and, the ratings agency formally effecting such change, each, a “Subject Ratings Agency”) and RCCI has delivered written notice of such Recharacterization Determination (together with all reasonable supporting detail, including any written communications provided by the applicable Subject Ratings Agency with respect thereto) to the Investor (the date such notice is received by the Investor, a “Recharacterization Notice Date”) and (ii) prior to the Closing, the applicable Subject Ratings Agency has not rescinded, withdrawn or otherwise reversed its Recharacterization Determination.

“Remedies Exception” has the meaning assigned to it in Section 3.1(c).

“Requisite Consents” shall have the respective meanings assigned thereto in each of the Consent Solicitation Statements.

“Restricted Party” means any Person that is: (a) designated on any Sanctions-related list of proscribed Persons; (b) incorporated, domiciled or ordinarily resident in any Sanctioned Jurisdiction; (c) owned (50% or greater) or Controlled by, directly or indirectly, or acting on behalf of, a Person or Persons described in item (a) or (b); or (d) otherwise the subject or target of Sanctions.

“Rogers Group” means, collectively, RCI and its Subsidiaries (including RCCI but excluding the Company).

“Rogers Material Adverse Effect” has the meaning assigned to it in the Company USA, except that any reference to the “Corporate Group” shall be deemed to be a reference to the “Backhaul Business”.

“Rogers Party” or “Rogers Parties” means either RCI or RCCI (as the context indicates) if used in the singular and both RCI and RCCI if used in the plural.

“Sanctioned Jurisdiction” means any country or territory that is the subject of comprehensive Sanctions broadly prohibiting dealings with such country or territory (as of the date hereof, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the area of the Kherson oblast of Ukraine that is illegally occupied by the Russian Federation, the area of the Zaporizhzhia oblast of Ukraine that is illegally occupied by the Russian Federation and the Crimea region of Ukraine).

“Sanctions” means any Law relating to economic or financial sanctions or trade embargoes, including any such Law administered, enacted or enforced by: (a) the United States (including OFAC and the U.S. Department of State); (b) the European Union and any of its member states; (c) the United Nations Security Council; (d) the United Kingdom (including His Majesty’s Treasury); (e) Canada; or (f) other similar Governmental Entity with regulatory authority over the Parties and their respective operations from time to time.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder” means any Person who is a holder of Shares.

“Shares” means, collectively, the Class A Shares, Class B Shares and Class C Shares.

“Subject Courts” has the meaning assigned thereto in Section 12.12.

“Subscription Price” has the meaning assigned thereto in Section 2.1.

“Subsidiary” means a subsidiary within the meaning of National Instrument 45-106 – Prospectus Exemptions.

“Surviving Claims” has the meaning assigned thereto in Section 8.4(d).

“Tax” or, collectively, “Taxes” means any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments in the nature of a tax imposed by any Governmental Entity, including all supranational, national, federal, provincial, state, local, foreign or other taxes whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to income, branch, earnings, profits, capital gains, gross receipts, windfall profits, value added, severance, ad valorem, property, capital, net worth, production, sales, use, GST/HST, value added, license, franchise, environmental, transfer, withholding or similar, payroll, employment, employer health, Canada Pension Plan, provincial pension plan and other government pension plan premiums and contributions, social security premiums, workers’ compensation premiums, employment/unemployment insurance or compensation premiums and contributions, stamp, occupation, premium, alternative or add-on minimum, and transfer, gift, production, real or personal property, import or export and customs duties, including estimated taxes and all interest, penalties, fines, or other additions to tax imposed by any Governmental Entity in respect thereof and any liability for the payment of any amounts of the type described above as a result of any obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any Party.

“Tax Act” means the Income Tax Act (Canada).

“Termination Fee” has the meaning assigned thereto in Section 8.4(b).

“Third-Party Beneficiaries” has the meaning assigned thereto in Section 1.12.

“Transaction Documents” means, collectively, this Agreement, the Company USA, the Contribution Agreement, the Management Services Agreement, the Backhaul Services Agreement, the IRU Agreement and the RCI Demand Promissory Notes.

The following are the schedules attached to this Agreement (each, a “Schedule”):

The Schedules and the Disclosure Letter form an integral part of this Agreement for all purposes of it.

The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof.

In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing gender include all genders or the neuter, and words importing the neuter include all genders.

The terms “includes” or “including” means includes without limitation or including without limitation, as the case may be; the terms “or,” “either” and “any” are not exclusive; the terms “hereof,” “herein,” “hereto,” “hereby,” “hereunder” and terms of similar import refer to this Agreement as a whole and not to any particular Article or Section hereof; the phrase “to the extent” means the degree to which the subject or matter thereof extends or applies and such phrase does not mean simply “if”; the terms “shall” and “will” have equal meaning, force and effect and connote an obligation and an imperative, rather than a futurity; and any reference to a “Subsidiary” or “Affiliate” in respect of a Person shall mean, on the date hereof or any time hereinafter or heretofore, any Subsidiary or Affiliate of such Person, from time to time, at such time. The phrase “made available”, when used in reference to a document, means that the document was delivered or provided to the Investor or made available for viewing in the electronic data room established by the Rogers Parties as of 5:00 p.m. (Toronto time) on April 2, 2025 (the “Data Room”).

Except where otherwise expressly provided, all amounts in this Agreement are stated and will be paid in United States dollars.

Any reference to a statute shall mean the statute in force as at the date of this Agreement (together with all regulations promulgated thereunder), as the same may be amended, re-enacted, consolidated or replaced from time to time, and any successor statute (or regulations promulgated thereunder) thereto. Any reference herein to a particular provision or part of any statute will include a reference to that provision or part as it may be renumbered or amended from time to time and any successor provision or part or any renumbering or amendment thereof. Any reference herein to the Tax Act shall also include a reference to any applicable and corresponding provision under the income tax laws of a province or territory of Canada.

Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment shall be made or such action shall be taken on and not later than the next succeeding Business Day.

Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable Laws, but if any term or other provision of this Agreement, or any corresponding term or other provision of any other Transaction Document is held to be invalid, illegal or unenforceable under applicable Laws, all other provisions of this Agreement and the corresponding provisions of the other Transaction Documents shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby and thereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this Agreement or any corresponding term or other provision of the other Transaction Documents is invalid, illegal or unenforceable under applicable Laws, the Parties shall negotiate in good faith to modify this Agreement and the other Transaction Documents, as applicable, so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby and thereby are consummated as originally contemplated to the greatest extent possible.

the other Transaction Documents is that this Agreement and the other Transaction Documents shall constitute an unseverable and single agreement of the Parties and the parties thereto with respect to the transactions contemplated hereby and thereby; (ii) it waives, on behalf of itself and each of its Affiliates, any claim or defense based upon the characterization that this Agreement and the other Transaction Documents are anything other than a true single agreement relating to such matters; and (iii) the matters set forth in this Section 1.11 constitute a material inducement to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby.

Promissory Notes by RCI in accordance with the terms thereof or (y) section 7 of the RCI Demand Promissory Notes solely to the extent permitted thereunder, it being understood that the Indemnified Parties as their sole remedy under the RCI Demand Promissory Notes with respect to section 7 thereof shall be entitled to seek an injunction or injunctions or a declaration or declarations to compel specific performance by the Rogers Parties of their obligations under such provisions and to prevent breaches or threatened breaches thereof in accordance with Section 12.6, (collectively, the “Note Enforcement Recourses”). In furtherance thereof, the Company and the Investor hereby acknowledge the foregoing and agree to waive and release and not allege or assert any claim or threaten or commence any proceeding or action against the Rogers Parties under or in connection with the RCI Demand Promissory Notes other than the Note Enforcement Recourses, it being agreed that any claim against any Rogers Party under or in respect of the Transaction Documents with respect to any amounts, excluding the Note Enforcement Recourses, shall be alleged, asserted, threatened or commenced as a claim in damages for breach of contract and not as a claim in debt for amounts owing under or in connection with the RCI Demand Promissory Notes.

Except as provided in this Section 1.12 and Section 12.12, the Parties intend that this Agreement shall not benefit or create any right or cause of action in, or on behalf of, any Person other than the Parties and no Person, including any past, present or future director, officer, employee, consultant, advisor, incorporator, member, partner, stockholder, Affiliate, agent, lawyer, accountant, financial advisor and strategic and management consultant of any applicable Party to this Agreement, other than the Parties to this Agreement, shall be entitled to rely on the provisions of this Agreement in any Action, hearing or other forum. Notwithstanding the foregoing, the third parties entitled to rights and benefits under this Agreement (the “Third-Party Beneficiaries”) shall have those rights and benefits specifically granted to them under this Agreement, including pursuant to Article 10 and Sections 12.3, 12.8 and 12.12, notwithstanding that they are not parties to this Agreement, and the applicable Party shall hold the rights and benefits in trust for and on behalf of the Third-Party Beneficiaries and such applicable Party hereby accepts such trust and agrees to hold and enforce such benefits or rights on behalf of such Persons.

No amendment, supplement, restatement or replacement (collectively, an “amendment”) to or of this Agreement shall be valid or binding unless it is: (i) executed by the Parties; and (ii) approved on behalf of the Company in accordance with the approvals required under the Company USA. No waiver of any provision of this Agreement shall be effective or binding unless (a) made in writing and signed by the Party purporting to give the same; and (b) if given by the Company, approved on behalf of the Company, if required, in accordance with the approvals required under the Company USA, and, unless otherwise provided in the written waiver, shall be limited to the specific provision waived. Notwithstanding anything to the contrary contained herein, this Section 1.13 and Section 12.12 may not be amended, supplemented, waived or otherwise modified in a manner adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources.

Except as provided in Section 12.12, this Agreement shall be governed by, interpreted and enforced in accordance with the Laws of the Province of Ontario, and the federal Laws of Canada applicable therein, without giving effect to any choice of Law or conflict of Laws rules or provisions (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the Province of Ontario. Subject to Section 11.1 and Section 12.12, each Party irrevocably attorns and submits to the exclusive jurisdiction of the courts of Ontario situated in the City of Toronto (and, in particular, being placed on the Commercial List of the Ontario Superior Court of Justice) and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

No Party, nor its respective counsel (if applicable), shall be deemed the drafter of this Agreement for purposes of construing or enforcing the provisions hereof, all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party, and no presumption or burden of proof will arise favoring or disfavoring any Person by virtue of its authorship of any provision of this Agreement.

Article 2

SUBSCRIPTION

Subject to the terms and conditions of this Agreement, the Investor hereby agrees to subscribe for and purchase at the Closing and the Company agrees to issue and sell to the Investor at the Closing, the Purchased Shares, for an aggregate subscription price (the “Subscription Price”) equal to US$4,850,000,000.

Article 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to and in favour of the Investor as follows and acknowledges and agrees that the Investor is relying upon such representations and warranties in connection with the entering into of this Agreement:

which it is or will be a party and the completion of the transactions contemplated hereby and thereby:

will be the legal owner of the Purchased Shares and will have good title thereto free and clear of all Liens, other than any Liens granted by the Investor or arising under applicable Laws.

Article 4

REPRESENTATIONS AND WARRANTIES OF THE ROGERS PARTIES

The Rogers Parties jointly and severally represent and warrant to and in favour of the Investor as follows and acknowledge and agree that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement:

which it is a party, an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada), nor (i) has either Rogers Party made a voluntary assignment in bankruptcy in favour of its creditors, or a proposal to its creditors or any class thereof, (ii) does either Rogers Party have any proceedings under the Companies’ Creditors Arrangement Act (R.S.C., 1985, c. C-36) been initiated in respect of a Rogers Party or (iii) has either Rogers Party had any application for the appointment of a receiver presented in respect of it. Neither Rogers Party has initiated proceedings under any insolvency or corporate Laws with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution.

the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Article 5

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF THE INVESTOR

The Investor hereby represents and warrants to and in favour of each of the Company and the Rogers Parties as follows and acknowledges and agrees that each of the Company and the Rogers Parties is relying upon such representations and warranties in connection with the entering into of this Agreement:

violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of applicable Anti-Corruption Laws; or (D) otherwise made any bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment;

Commitment Letter is collectively referred to in this Agreement as the “Equity Financing.”

Documents inaccurate or would be expected to cause the Commitment Documents to be ineffective, (B) constitute a default or breach on the part of the Investor or any of its Affiliates or, to the knowledge of the Investor, any other party thereto, under any term or condition of the Commitment Documents or otherwise result in any portion of the Financing contemplated thereby to be unavailable, (C) constitute or result in a failure to satisfy any of the terms or conditions set forth in any of the Commitment Documents or (D) otherwise result in any portion of the Financing not being available. As of the date hereof, no Financing Source has notified the Investor of its intention to terminate the Equity Commitment Letter or the Note Purchase Agreement, as applicable, or not to provide any portion of the Equity Financing or the Debt Financing, as applicable. Notwithstanding this Section 5.1(h) or any other provision of this Agreement, the Investor affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that the Investor obtains financing for or related to any of the transactions contemplated by the Transaction Documents (including receipt of all or any portion of the proceeds of the Financing).

information, document or material made available to the Investor, its Affiliates or any of their respective representatives, and each of the Company and the Rogers Parties expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom.

Article 6

PRE-CLOSING COVENANTS OF THE PARTIES

consents, replacements or supplements which would not reasonably be expected to have an Adverse Effect on Financing.

From the date of this Agreement until the Closing (or the earlier termination of this Agreement pursuant to Article 8), the Company and the Rogers Parties shall use commercially reasonable efforts to furnish to the Investor and, at the reasonable request of the Investor, the Investor’s financing sources, such readily available information that is not unreasonably burdensome to provide regarding the Company as may be reasonably requested by Investor and that is required in connection with the Debt Financing, including information to assist in the preparation of disclosure schedules and a private placement memorandum in respect of the Debt Financing.

On the date that is two Business Days prior to Closing (the “Contribution Date”), RCI, RCCI and the Company will enter into (a) the Contribution Agreement, (b) the Backhaul Services Agreement, (c) the Management Services Agreement and (d) the IRU Agreement. Neither the Rogers Parties nor the Company shall amend, restate, supplement, or otherwise modify any terms or provisions of the Transaction Documents described in the immediately foregoing sentence without first obtaining the Investor’s prior written consent; provided that the Rogers Parties and the Company shall be permitted to update Schedules 1.1.19 (Cell Sites), 1.1.33 (Contributed Backhaul Equipment), 1.1.35 (Core Network Facilities), 1.1.48 (EORN Assets), 1.1.73 (Microwave Licenses), 3.1.9.1 (Network Map), and 3.1.21 (Real Property) of the Contribution Agreement; Schedule 2.1 (IRU Description) of the IRU Agreement; and Schedules 1.1.25(A) (Cell Site Connecting Points) and 1.1.25(B) (Core Network Facilities) of the Backhaul Services Agreement without obtaining the Investor’s prior written consent, in each case, to make such additions or deletions as are necessary to reflect the Ordinary Course operation of the Backhaul Business between the date of the applicable Schedule (or the date of the subject matter to which such Schedule relates) and the Contribution Date; provided, however, that (i) any such update contemplated in the foregoing proviso shall be subject to Section 6.1 and may not result in a breach or violation of, or otherwise conflict with, Investor’s consent rights thereunder and (ii) any such update contemplated in the foregoing proviso that would result in the failure of any of the closing conditions set forth in Sections 7.2, 7.3 and 7.4 shall, notwithstanding the foregoing proviso, require the Investor’s prior written consent.

Following any Recharacterization Notice Date until the Closing (or the earlier termination of this Agreement pursuant to Article 8), each of the Rogers Parties and the Investor shall, and shall cause their respective Affiliates to, cooperate in good faith and use commercially reasonable efforts to engage with the applicable Subject Ratings Agency to rescind, withdraw, or otherwise reverse its Recharacterization Determination and afford the transactions contemplated by the Transaction Documents “equity” treatment. For purposes of this Section 6.5, “commercially reasonable efforts” shall be limited to pursuing a Ratings Assessment Service, Ratings Evaluation Service or other substantially similar service provided by the applicable Subject Ratings Agency (including pursuing receipt of a written assessment by such Subject Ratings Agency in connection therewith).

the attorney-client privilege of such Person or contravene any applicable Law or Contract; (B) that is unrelated to the transactions contemplated by the Transaction Documents or (C) that constitutes a trade secret or is proprietary information; provided that, if there is any limitation on the Investor’s right to access or information pursuant to this Section 6.6(b), then the Rogers Parties shall use commercially reasonable efforts to develop an alternative to providing such access or information to the Investor so as to address such lack of access or information in a manner reasonably acceptable to the Investor.

Article 7

CONDITIONS OF CLOSING

The subscription by the Investor for the Purchased Shares is subject to the following conditions to be fulfilled or performed prior to the Closing, which conditions are for the benefit of all of the Parties and may be waived, in whole or in part, in a writing executed by all of the Parties:

The subscription by the Investor for the Purchased Shares is subject to the following conditions to be fulfilled or performed prior to the Closing, which conditions are for the exclusive benefit of the Investor and may be waived, in whole or in part, by the Investor in its sole discretion, which waiver shall be memorialized in a written notice furnished to the Company and the Rogers Parties:

by materiality, it must be true and correct in all respects after giving effect to such qualification; and

and the Investor shall have received a certificate from the Company confirming the foregoing, in the form attached hereto as Schedule 7.3(a) (the “Company Closing Certificate”).

and the Investor shall have received a certificate from the Rogers Parties confirming the foregoing, in the form attached hereto as Schedule 7.3(b) (the “Rogers Closing Certificate”).

The subscription by the Investor for the Purchased Shares is subject to the following conditions to be fulfilled or performed prior to the Closing, which conditions are for the exclusive benefit of the Rogers Parties and the Company and may be waived, in whole or in part, by the Rogers Parties and the Company in their sole discretion, which waiver shall be memorialized in a written notice furnished to the Investor:

and each of the Rogers Parties and the Company shall have received a certificate confirming the foregoing, signed by a senior officer or director of the Investor, in the form attached hereto as Schedule 7.4(a) (the “Investor Closing Certificate”).

Article 8

TERMINATION

This Agreement may be terminated prior to the Closing:

The Investor may terminate this Agreement prior to the Closing by notice in writing to each of the Rogers Parties and the Company:

in each case, provided, however, that the Investor shall not have the right to terminate this Agreement pursuant to this Section 8.2 if it is then in breach of any representation, warranty, covenant or other agreement under this Agreement and such breach would reasonably be expected to result in the closing conditions set forth in Sections 7.2 or 7.4 not being satisfied.

If the Investor 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, if any, in the event of non-fulfillment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.

The Rogers Parties and the Company may jointly terminate this Agreement prior to the Closing by notice in writing to the Investor:

notice in writing that (A) all the conditions set forth in Section 7.4 have been satisfied or waived (other than conditions that by their terms or nature are to be satisfied at the Closing) and (B) the Rogers Parties and the Company are ready, willing and able to consummate the Closing on the date such irrevocable notice is delivered and through the end of a three (3) Business Day period immediately following such delivery and (iv) the Investor fails to consummate the Closing on or prior to the third (3rd) Business Day following the Investor’s receipt of such irrevocable notice from the Rogers Parties and the Company described in the foregoing clause (iii),

in each case, provided, however, that the Rogers Parties and the Company shall not have the right to terminate this Agreement pursuant to this Section 8.3 if the Rogers Parties or the Company is then in breach of any representation, warranty, covenant or other agreement under this Agreement and such breach would reasonably be expected to result in the closing conditions set forth in Sections 7.2 or 7.3 not being satisfied.

If the Rogers Parties or the Company waive compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of their rights of termination in the event of non-fulfillment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.

claim, investigation or proceeding for injunction, specific performance or other equitable relief as provided in Section 12.6 or (ii) to bring or maintain any action, suit, claim, investigation or proceeding against the Investor or its Affiliates arising out of or in connection with any breach of the Confidentiality Agreement. The Investor acknowledges that the agreements contained in this Section 8.4(b) are an integral part of the transactions contemplated by the Transaction Documents, and that, without these agreements, the Company and the Rogers Parties would not enter into this Agreement. For the avoidance of doubt, while the Company or the Rogers Parties, as applicable, may pursue both a grant of specific performance and the payment of the Termination Fee, under no circumstances will the Company and the Rogers Parties be permitted or entitled to receive both a grant of specific performance to cause the Closing to be consummated and the Termination Fee and in no circumstances will the Investor be required to pay the Termination Fee on more than one occasion.

Article 9

POST-CLOSING COVENANTS

Each Party upon the request of another Party, whether at or after the Closing, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such further conveyances, transfers and other assurances and actions as may be reasonably required to effectively issue the Purchased Shares to the Investor and carry out the intent of this Agreement.

Article 10

INDEMNIFICATION; REMEDIES

The representations and warranties contained in Sections 3.1, 4.1 and 5.1 (and the right to bring claims pursuant to this Agreement based upon or arising out of such representations and warranties) will survive and continue in full force and effect until the eighteen (18) month anniversary of the Closing Date. The covenants and agreements of RCI, RCCI, the Company and the Investor contained in this Agreement that are required to be performed (i) at or prior to the Closing shall terminate at, and not survive, the Closing and (ii) after the Closing shall continue in full force and effect in accordance with their respective terms.

Subject to the other terms and conditions of this Article 10, from and after Closing, RCI, RCCI and the Company shall jointly and severally indemnify and save the Investor Indemnified Persons harmless of and from any Losses suffered by or imposed upon the Investor as a result of, in respect of, connected with, or arising out of, under, or pursuant to:

Subject to the other terms and conditions of this Article 10, from and after Closing, the Investor shall indemnify and save the Company Indemnified Persons harmless of and from any Losses suffered by or imposed upon RCI, RCCI or the Company as a result of, in respect of, connected with, or arising out of, under or pursuant to:

An Investor Indemnified Person may make any claim for Losses under Section 10.2 and a Company Indemnified Person may make any claim for Losses under Section 10.3, as the case may be, as long as such claim for Losses is made on or before ninety (90) days after the expiration of the applicable statute of limitations (taking into account applicable extensions thereof).

The liability of the Company, RCI and RCCI, on the one hand, or the Investor, on the other hand, for indemnification pursuant to this Agreement shall be limited as follows:

10.6	Notification.

Promptly upon obtaining knowledge thereof, the Person seeking indemnification pursuant to this Agreement (the “Indemnified Party”) shall notify in writing the Person(s) required to provide indemnification under Section 10.2 or 10.3 (the “Indemnifying Party”) of any cause which the Indemnified Party has determined has given rise to indemnification under this Article 10, provided that no failure to provide such notice promptly shall limit the rights of the Indemnified Party or Indemnified Parties to indemnification hereunder in respect of any such facts, circumstances or cause, except to the extent that the Indemnifying Party has actually been prejudiced thereby. No claim may be asserted nor may any Action be commenced against an Indemnifying Party, unless such written notice of such claim or Action is received by the Indemnifying Party (a) describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action, and (b) indicating the estimated amount, if reasonably practicable, of the Losses that have been or may be sustained by the Indemnified Party, on or prior to the date on which the representation, warranty or covenant on which such claim or Action is based ceases to survive as set forth in this Agreement, irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date. Following notification of any such claim, the Indemnified Party shall 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 reasonably requested by the Indemnifying Party to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any Losses are payable in respect of the claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation.

of an indemnification claim by way of wire transfer of immediately available funds to an account designated by the Indemnified Party.

Nothing in this Agreement, including this Article 10, limits or restricts in any way any remedies available, or Losses payable, for claims by (i) an Investor Indemnified Person involving fraud or fraudulent misrepresentation by the Company or the Rogers Parties or (ii) a Company Indemnified Person involving fraud or fraudulent misrepresentation by the Investor.

Subject to Section 12.6, the Parties agree that (a) following the Closing, the indemnification provisions of Article 10 shall be the sole and exclusive remedies of the Parties, and (b) notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any Party, after the Closing, to rescind this Agreement or any of the transactions contemplated by this Agreement.

Article 11

ARBITRATION

Article 12

GENERAL CONTRACT PROVISIONS

This Agreement will not be assigned by any Party hereto in whole or in part without the express prior written consent of the other Parties.

This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors, permitted assigns and heirs, estate, executors and legal personal representatives.

12.5 Notices.

Any notice or other communication required or permitted to be given hereunder will be in writing and will be given by prepaid first-class mail or email or by hand-delivery as hereinafter provided. Any such notice or other communication, if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, will be deemed to have been received on the fourth (4^th) Business Day after the post‑

marked date thereof, or if sent by email, will be deemed to have been received on the day on which it was transmitted (or, if such day is not a Business Day or such email was transmitted after 5:00 p.m. (Toronto time), on the next following Business Day), or if delivered by hand will be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be governed by this Section 12.5. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications will be delivered by hand or sent by email and will be deemed to have been received in accordance with this Section 12.5. Notices and other communications will be addressed as follows:

Rogers Communications Inc.

333 Bloor Street East

Toronto, ON M4W 1G9

with a copy to:

Torys LLP

79 Wellington Street West, Suite 3300

Toronto, Ontario

M5K 1N2

Backhaul Network Services Inc.

333 Bloor Street East

Toronto, ON M4W 1G9

with a copy to:

Torys LLP

79 Wellington Street West, Suite 3300

Toronto, ON M5K 1N2

Maple Connect Issuer LP

c/o Blackstone Alternative Credit Advisors LP

345 Park Avenue

New York, NY 10154

with a copy to:

Kirkland & Ellis LLP

609 Main Street

Houston, TX 77002

with a copy to:

Stikeman Elliott LLP

1155 Rene-Levesque Blvd. West

41st Floor

Montreal, QC H3B 3V2

Notwithstanding the foregoing, any notice or other communication required or permitted to be given by any Party pursuant to or in connection with any arbitration procedures contained herein or in any Schedule hereto may only be delivered by hand.

Time is of the essence of this Agreement.

Notwithstanding any provision of this Agreement or otherwise, the Parties agree on their own behalf and on behalf of their respective Affiliates that no Non-Recourse Party of a Party shall have any liability relating to this Agreement or any of the transactions contemplated by this Agreement except as otherwise agreed to in writing by such Non-Recourse Party. Unless otherwise specified, each obligation of each Party under this Agreement is a several (and not joint) obligation and no Party shall be liable for any other Party’s breach hereof. It is expressly agreed that the Non-Recourse Parties to whom this Section 12.8 applies shall be third-party beneficiaries of this Section 12.8, each of whom may enforce the provisions of this Section 12.8.

12.9

Expenses.

Shares, an amount not to exceed $[Redacted: Commercially Sensitive] in respect of the Investor Expenses or (ii) the valid termination of this Agreement, other than pursuant to Sections 8.3(a) or 8.3(c), the Rogers Parties shall pay or reimburse (or cause to be paid or reimbursed), as a cost associated with the issuance of the Purchased Shares, an amount not to exceed $[Redacted: Commercially Sensitive] in respect of the Investor Expenses, in the case of each of the foregoing clauses (i) and (ii), by wire transfer of immediately available funds to such account(s) as designated by the Investor in writing.

12.10

Independent Legal Advice.

Each Party acknowledges that it has been advised to and has been given an opportunity to obtain independent legal advice with respect to entering into this Agreement, that it has obtained such independent legal advice, and that such Party is entering into this Agreement of such its own free will, not being under any coercion, duress or undue influence to do so, and with full capacity and authority to do so, and with full knowledge of the contents of this Agreement and its rights and obligations under this Agreement.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile or electronically (PDF)) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

Notwithstanding anything in this Agreement to the contrary, each of the Parties on behalf of itself and each of its Affiliates hereby: (a) agrees that any Action against the Debt Financing Sources arising out of or relating to this Agreement, the Debt Financing, the Note Purchase Agreement, the other definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party irrevocably submits itself and its property with respect to any such dispute to the exclusive jurisdiction of such court and agrees that any such Action shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Note Purchase Agreement (including as it relates to the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action (including any action, cause of action, claim, cross-claim or third-party claim of any kind or description), against the Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Note Purchase Agreement, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to

the maintenance of such Action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Note Purchase Agreement, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Sources will have any liability to the Rogers Parties, the Company or their respective Affiliates relating to or arising out of this Agreement, the Debt Financing, the Note Purchase Agreement, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Rogers Parties, the Company or their respective Affiliates shall bring or support any Action (including any action, cause of action, claim, cross-claim or third-party claim of any kind or description), against any of the Debt Financing Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Note Purchase Agreement, the Debt Financing Documents or any of the transactions pursuant to the Transaction Documents contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action involving any Debt Financing Source or the transactions contemplated by the Transaction Documents, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Sources are express third-party beneficiaries of, and may enforce, any of the provisions in this Section 12.12 (or the definitions of any terms used in this Section 12.12) and (ii) to the extent any amendments to any provision of this Section 12.12 (or, solely as they relate to such Section, the definitions of any terms used in this Section 12.12) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 12.12 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Note Purchase Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above mentioned.

EXHIBIT A

FORM OF COMPANY USA

(See attached.)

UNANIMOUS SHAREHOLDER AGREEMENT

ARTICLE 1 INTERPRETATION			2
	1.1	Definitions	2
	1.2	Headings and Table of Contents	20
	1.3	Certain Phrases, etc.	20
	1.4	Currency	21
	1.5	Accounting Terms	21
	1.6	Invalidity of Provisions	21
	1.7	Entire Agreement	22
	1.8	Governing Law	23
ARTICLE 2 MANAGEMENT OF THE CORPORATION			23
	2.1	Board of Directors	23
	2.2	Duties of Directors	24
	2.3	Actions of the Board	24
	2.4	Compliance with Agreement	24
	2.5	Subsidiaries	24
	2.6	Separateness Covenants	24
	2.7	Qualifications of Directors	26
	2.8	Composition of the Board; Chairperson	26
	2.9	Vacancies	28
	2.10	Removal	28
	2.11	Class Votes	28
	2.12	Resignation	29
	2.13	Meetings of Directors	29
	2.14	Quorum	29
	2.15	Board Action and Written Consent	30
	2.16	Confidentiality Obligations	30
	2.17	Committees of the Board	31
	2.18	Minutes	31
	2.19	Time Devoted to Corporation; No Employment	32
	2.20	Remuneration of Directors	32
	2.21	Officers	32
	2.22	Meetings of Shareholders	32
	2.23	Shareholder Action and Written Consent	33
	2.24	Business Plan and Budget	33
	2.25	Unanimous Approval	34
	2.26	Access and Reporting to Shareholders	39
	2.27	Distribution Policy	40
	2.28	Financing of the Corporation	45
	2.29	Corporate Group CapEx and Management Fees	46
ARTICLE 3 GENERAL MATTERS RELATING TO THE HOLDING OF SHARES AND PERMITTED TRANSFERS			47
	3.1	Representations and Warranties by Shareholders	47
	3.2	General Prohibition on Transfer	48
	3.3	Permitted Transfers of Shares	48

	3.4	Permitted Holder	49
	3.5	No Registration of Transfer Unless Transferee is Bound	49
	3.6	Notation on Share Certificates	50
	3.7	Shareholders to Facilitate Permitted Transfers	50
ARTICLE 4 LIQUIDITY RIGHTS			50
	4.1	Call Option	50
ARTICLE 5 CLOSING PROCEDURES			52
	5.1	Closing Procedures	52
	5.2	Governmental or Third Party Approvals	53
	5.3	Withholding	53
ARTICLE 6 DISPUTE RESOLUTION AND ARBITRATION			54
	6.1	Arbitration Procedure	54
ARTICLE 7 DISSOLUTION AND LIQUIDATION			55
	7.1	Dissolution	55
	7.2	Liquidation and Termination	55
	7.3	Provision for Contingent Claims	55
	7.4	Certificate of Dissolution	56
ARTICLE 8 ADDITIONAL COVENANTS			56
	8.1	Exclusivity; Certain Rogers Parties Undertakings	56
	8.2	Non-Competition, Non-Solicitation and Non-Disparagement	58
	8.3	Confidentiality	61
	8.4	Other Business Activities of the Shareholders; Waiver of Corporate Opportunities	63
	8.5	Trigger Events	64
	8.6	Tax Cooperation	65
	8.7	Insurance & Recovery	66
ARTICLE 9 GENERAL PROVISIONS			66
	9.1	Injunctive Relief and Specific Performance	66
	9.2	Limitation of Liability	67
	9.3	Aggregate Ownership; One Voice Rule	67
	9.4	All Shares Subject to this Agreement; Independent Legal Advice	67
	9.5	Indemnity by the Corporation; Insurance	68
	9.6	Term and Termination	69
	9.7	Ceasing to be a Shareholder	70
	9.8	Termination and Cessation Not to Affect Rights or Obligations	70
	9.9	Reclassification of Shares	70
	9.10	Notices	70
	9.11	Time of the Essence	73
	9.12	Further Assurances	73
	9.13	Amendments and Waivers	73
	9.14	No Third-Party Beneficiaries	73

	9.15	Counterparts	73
	9.16	Paramountcy	74
	9.17	Inconsistency	74
	9.18	Enurement	74

Schedule A	-	Shareholders and Shareholdings
Schedule B	-	Dispute Resolution and Arbitration Procedure
Schedule C	-	Assumption Agreement
Schedule D	-	Multiplier
Schedule E	-	Illustrative Calculation of Available Cash
Schedule F	-	Definition of EBITDA
Schedule G	-	Initial 5-Year Business Plan and Initial Annual Plan
Schedule H	-	Illustrative Calculation of Calculated CapEx Average
Schedule I	-	Illustrative Calculation of Exchange Rate
Schedule J	-	Specified Call Parameters

1.1	Definitions

1.2	Headings and Table of Contents

1.3	Certain Phrases, etc.

1.4

Currency

1.5	Accounting Terms

1.6	Invalidity of Provisions

1.7	Entire Agreement

1.8	Governing Law

2.1	Board of Directors

2.2	Duties of Directors

2.3	Actions of the Board

2.4	Compliance with Agreement

2.5	Subsidiaries

2.6	Separateness Covenants

2.7	Qualifications of Directors

2.8	Composition of the Board; Chairperson

●

[■] (Investor Director)

●

[■] (Investor Director)

●

[■] (RCCI Director)

●

[■] (RCCI Director)

●

[■] (RCCI Director)

2.9

Vacancies

2.10

Removal

2.11	Class Votes

2.12	Resignation

2.13	Meetings of Directors

2.14

Quorum

2.15	Board Action and Written Consent

2.16	Confidentiality Obligations

2.17	Committees of the Board

2.18

Minutes

2.19	Time Devoted to Corporation; No Employment

2.20	Remuneration of Directors

2.21

Officers

2.22	Meetings of Shareholders

2.23	Shareholder Action and Written Consent

2.24	Business Plan and Budget

2.25	Unanimous Approval

2.26	Access and Reporting to Shareholders

2.27	Distribution Policy

2.28	Financing of the Corporation

2.29	Corporate Group CapEx and Management Fees

3.1	Representations and Warranties by Shareholders

3.2	General Prohibition on Transfer

3.3	Permitted Transfers of Shares

3.4	Permitted Holder

3.5	No Registration of Transfer Unless Transferee is Bound

3.6	Notation on Share Certificates

3.7	Shareholders to Facilitate Permitted Transfers

4.1	Call Option

5.1	Closing Procedures

5.2	Governmental or Third Party Approvals

5.3	Withholding

6.1	Arbitration Procedure

7.1	Dissolution

7.2	Liquidation and Termination

7.3	Provision for Contingent Claims

7.4	Certificate of Dissolution

8.1	Exclusivity; Certain Rogers Parties Undertakings

8.2	Non-Competition, Non-Solicitation and Non-Disparagement

8.3	Confidentiality

8.4	Other Business Activities of the Shareholders; Waiver of Corporate Opportunities

8.5	Trigger Events

8.6	Tax Cooperation

8.7	Insurance & Recovery

9.1	Injunctive Relief and Specific Performance

9.2	Limitation of Liability

9.3	Aggregate Ownership; One Voice Rule

9.4	All Shares Subject to this Agreement; Independent Legal Advice

9.5	Indemnity by the Corporation; Insurance

9.6	Term and Termination

9.7	Ceasing to be a Shareholder

9.8	Termination and Cessation Not to Affect Rights or Obligations

9.9	Reclassification of Shares

9.10

Notices

(a)

If to the Corporation:

Attention:

Chief Legal Officer and VP, Treasurer

Email:

[Redacted: Personal Information]

Attention:

Rima Ramchandani and Cameron Koziskie [Redacted: Personal Information]

Attention:

John D. Pitts and Brittany Sakowitz, P.C.

Email:

[Redacted: Personal Information]

Attention:

Warren M. Katz and Jason Paperman

Email:

[Redacted: Personal Information]

(b)

If to RCCI:

Attention:

Chief Legal Officer and VP, Treasurer

Email:

[Redacted: Personal Information]

Attention:

Rima Ramchandani and Cameron Koziskie

Email:

[Redacted: Personal Information]

(c)

If to the Investor:

Attention:

Martin Quintanar, Judson Finnegan and BXCI Closing Coordination Team

Email:

[Redacted: Personal Information]

Email:

[Redacted: Personal Information]

Attention:

Warren M. Katz and Jason Paperman

Email:

[Redacted: Personal Information]

9.11	Time of the Essence

9.12	Further Assurances

9.13	Amendments and Waivers

9.14	No Third-Party Beneficiaries

9.15	Counterparts

9.16	Paramountcy

9.17	Inconsistency

9.18

Enurement

	BACKHAUL NETWORK SERVICES INC.
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	MAPLE CONNECT ISSUER LP, by its general partner, MAPLE GP HOLDINGS LTD.
	By:
		Name:
		Title:
	ROGERS COMMUNICATIONS CANADA INC.
	By:
		Name:
		Title:
	By:
		Name:
		Title:

Solely the purposes of section 8.1:
	ROGERS COMMUNICATIONS INC.
	By:
		Name:
		Title:
	By:
		Name:
		Title:

Shareholder	Number and class of shares in the capital of the Corporation	Jurisdiction
Rogers Communications Canada Inc.	501 Class A Shares	Canada
Maple Connect Issuer LP	125 Class B Shares 374 Class C Shares	Cayman Islands

1.	In this Schedule:

2.

All disputes, disagreements, controversies, questions or claims arising out of or relating to this Agreement, and all other agreements entered into pursuant to the terms of this Agreement, including with respect to its or their formation, execution, validity, application, interpretation, performance, breach, termination or enforcement (“Disputes”), will be determined in accordance with this Schedule. The Parties will continue to perform their obligations herein while any Dispute is outstanding.

3.

Nothing shall prevent the Parties from mutually agreeing to resolve a Dispute through an alternative procedure to what is provided for in this Schedule (such as through mediation) or from pausing, abridging, or extending any deadline provided for in this Schedule. To be valid, such agreement shall be set out in writing.

4.	A Party shall commence a Dispute by delivering a written notice of arbitration (the “Notice of Arbitration”) to the other Party, which will include:

a.

the full names, descriptions and addresses of the Parties;

b.

a demand that the Dispute be referred to arbitration pursuant to this Schedule;

c.

a general description of the Dispute; and

d.

the relief or remedy sought.

5.

Following delivery of a Notice of Arbitration, the Parties shall confer and attempt to agree upon a single Arbitrator to resolve the Dispute. If the Parties agree on a single Arbitrator, the Dispute shall be resolved by a sole Arbitrator. If the Parties are unable to agree upon a sole Arbitrator within seven days, the Dispute shall be resolved by a panel of three Arbitrators selected as follows:

a.

The Claimant shall appoint one Arbitrator;

b.

The Respondent shall appoint one Arbitrator; and

c.

The Claimant and Respondent-appointed Arbitrators shall confer and mutually appoint a third Arbitrator to serve as the Chair of the panel.

6.

If the Parties cannot agree on a sole Arbitrator as contemplated by Section 5 and their appointees cannot agree upon the third Arbitrator as contemplated by Section 5.c within ten days, any Party shall be free to apply, on notice to all the other Parties, to a judge of the Ontario Superior Court of Justice to appoint the Chair of the arbitral panel. In particular, and without limiting the generality of the foregoing, the Parties agree that oral and documentary discovery procedures developed for and used in court procedures are generally not appropriate procedures for obtaining documents and information in an arbitration.

7.

Subject to the Agreement and this Schedule, the Arbitrators may conduct the arbitration in such manner as the Arbitrators consider appropriate. In making any decision or rendering any award, the Arbitrators shall have regard to the purpose of this Dispute Resolution procedure, being the efficient and timely resolution of Disputes.

8.	At the request of any Party, the Arbitrators may take such interim measures as the Arbitrators consider necessary in respect of the Dispute.

9.

The Arbitrators may make final, interim, interlocutory and partial awards. Any award will be considered to be validly made if it is approved either by the sole Arbitrator or by the majority of the panel of Arbitrators, as the case may be. An award may grant any remedy or relief which the Arbitrators consider just and equitable and consistent with the intention of the Parties under the Agreement. The Arbitrators will state in the award whether or not the Arbitrators view the award as final or interim, for purposes of any judicial proceedings in connection with such award.

10.	The Arbitrators shall endeavour to render any final, interim, interlocutory or partial award within thirty days of a hearing (whether the hearing proceeds orally or in writing). If the Arbitrators are unable to render an award within thirty days, they shall advise the Parties of

11.	All awards for the payment of money will include prejudgment and post-judgment interest.

12.	All awards will be in writing and will state reasons.

13.

The Arbitrators may apportion the costs of the arbitration, including the reasonable fees and disbursements of the Arbitrators and the legal costs and disbursements of the Parties, between or among the Parties in such manner as the Arbitrators consider reasonable. In determining the allocation of these costs, the Arbitrators will invite submissions as to costs from the Parties and may consider, among other things, any offer of settlement made by any Party.

14.	Any award for exclusively non-monetary relief or under $2,500,000 shall be final and binding without any right of appeal.

15.

Notwithstanding anything to the contrary in the International Commercial Arbitration Act, 2017, S.O. 2017, c. 2, Sched. 5, in cases of an award of $2,500,000 or greater, a party may appeal any aspect of the award, including non-monetary relief, to the Ontario Superior Court of Justice, whether on a question of law or mixed law and fact.

16.	The seat of the arbitration shall be Ontario. Unless the Parties agree otherwise, all case conferences and hearings will be conducted in Toronto, Ontario in the English language.

17.

All notices or other communications required or permitted to be given under this Schedule to a Party will be given in the manner specified in section 9.10 of the Agreement. All notices or other communications and all other documents required or permitted by this Schedule to be given by the Parties to the Arbitrators will be given in accordance with the Arbitrators’ instructions.

18.

The Parties desire that any Dispute should be conducted in strict confidence and that there will be no disclosure to any Person of the existence of the Dispute or any aspect of the Dispute except as is necessary for the resolution of the Dispute. All matters relating to, all evidence presented to, all submissions made in the course of, and all documents produced in accordance with this Schedule or any order of the Arbitrators or created in the course of or for the purposes of resolving a Dispute, as well as any arbitral award, will be kept confidential and will not be disclosed without the prior written consent of all Parties except in connection with an application of a Party in aid of or to enforce the terms of this Schedule or an award, by applicable laws, or by an order of an Arbitrator made pursuant to a motion or application on notice to all Parties.

To:	Backhaul Network Services Inc. (the “Corporation”)
And To:	Each of the Shareholders of the Corporation
Re:	[Transfer/Issuance] of [Shares] (the “Owned Securities”) [by [■] (the “Transferring Shareholder”)] to [■] (the “New Shareholder”) pursuant to the unanimous shareholder agreement dated as of [■], 2025 between the Corporation, Maple Connect Issuer LP, Rogers Communications Canada Inc. and Rogers Communications Inc. (as amended from time to time, the “Shareholder Agreement”)

1.	The New Shareholder, in consideration of being permitted to own the Owned Securities and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), for the benefit of the other parties bound by the Shareholder Agreement, as of the date hereof, hereby:

(a)

acknowledges that it has received a copy of the Shareholder Agreement and has read and understood fully the provisions of the Shareholder Agreement;

(b)

acknowledges that, prior to the execution of this Assumption Agreement, it has either obtained independent legal advice as to its rights and obligations under the Shareholder Agreement, or has been under no compulsion to act and has deliberately chosen not to obtain independent legal advice, and it understands all of its rights and obligations under the Shareholder Agreement and is executing and delivering this Assumption Agreement of its own free will, not being under any coercion, duress or undue influence to do so, and with full capacity and authority to do so, and with full knowledge of the contents of the Shareholder Agreement;

(c)

makes the representations and warranties in Section 2 below;

(d)

makes the covenants made by the Shareholders in Article 3 of the Shareholder Agreement as of the date hereof;

(e)

covenants and agrees to hold the Owned Securities subject to the Shareholder Agreement; and

(f)

becomes a party to and ratifies, intervenes in and agrees to be bound by, all of the terms, provisions, and conditions contained in the Shareholder Agreement in the same manner and to the same extent as if the New Shareholder had been an original party to the Shareholder Agreement.

2.	The New Shareholder represents and warrants as of the date hereof:

(a)

that (i) if applicable, such Shareholder is duly formed and validly existing under the laws of its jurisdiction and (ii) such Shareholder has the power and capacity to enter into and give full effect to the Shareholders Agreement;

(b)

that the Shareholders Agreement has been duly executed, authorized and delivered by such Shareholder and constitutes a valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies;

(c)

that the execution and delivery by such Shareholder of this Assumption Agreement and the performance of its obligations hereunder and under the Shareholders Agreement do not and will not (a) if applicable, conflict with, or result in the breach of any provision of the constitutive documents of such Shareholder or (b) violate, in any material respect, any law applicable to such Shareholder, the Corporation or any of its Subsidiaries;

(d)

that such Shareholder has not granted or become party to, and shall not grant or become a party to any proxy, voting trust or other agreement which is inconsistent with, conflicts with or violates any provisions of the Shareholders Agreement or would otherwise frustrate or limit the ability of such Shareholder to comply with its obligations thereunder;

(e)

that other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Shareholder from any Governmental Entity in connection with (a) the execution, delivery or performance of this Assumption Agreement and the performance of the Shareholders Agreement or (b) the consummation of any of the transactions contemplated herein or therein; and

(f)

that such Shareholder is not a non-Canadian under the Investment Canada Act (Canada) or is a resident of such jurisdiction indicated opposite such Shareholder’s name in this Assumption Agreement.

3.

[The Transferring Shareholder, in consideration of being permitted to Transfer the Owned Securities to the New Shareholder and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), for the benefit of the other parties bound by the Shareholder Agreement, hereby as of the date hereof:

(a)

represents and warrants that the New Shareholder qualifies as an Eligible Transferee pursuant to the Shareholder Agreement by virtue of [■]; and

(b)

to the extent that the New Shareholder is an Affiliate or an Eligible Transferee of the Transferring Shareholder, covenants and agrees that it shall:

(i)

ensure that the representations and warranties in 3(a) above continue to be true at all times;

(ii)

continue to be bound by all the provisions of the Shareholder Agreement notwithstanding the Transfer of the Owned Securities to the New Shareholder; and

(iii)

remain liable for the performance by the New Shareholder of all its obligations incurred in the manner described in Article 3 of the Shareholder Agreement.]

	[NEW SHAREHOLDER]
	By:
		Name:
		Title:
	By:
		Name:
		Title:

	[TRANSFERRING SHAREHOLDER]
	By:
		Name:
		Title:
	By:
		Name:
		Title: