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SSC Security Services Corp. — M&A Activity 2026
Jun 3, 2026
46994_rns_2026-06-02_97e3e260-7524-4bb7-aaad-2887176e1cd1.pdf
M&A Activity
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VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 26th day of May, 2026.
BETWEEN:
BLAIR ROSS
(the " Securityholder ")
– and –
UNIVERSAL PROTECTION SERVICE, LP
(the " Parent ")
– and –
102236724 SASKATCHEWAN LTD.
(the " Purchaser ")
WHEREAS the Parent, the Purchaser and SSC Security Services Corp. (the " Company "), have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the " Common Shares ") in the capital of the Company in exchange for $4.4075 in cash per Common Share (the " Arrangement Consideration ");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the Parent and the Purchaser would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1 INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
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For the purposes of this Agreement, " Subject Securities " means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Options, Company DSUs and Company SARs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Options, Company DSUs and Company SARs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.
ARTICLE 2 COVENANTS
Section 2.1 General Covenants of the Securityholder
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(1) The Securityholder hereby covenants and agrees in favour of the Parent and the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as otherwise required or permitted by this Agreement:
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(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present (in person or by proxy) for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
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(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present (in person or by proxy) for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of its Subsidiaries, which could reasonably be expected to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement;
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(c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of the Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of the Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of the Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; and
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(d) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation in respect of the Arrangement.
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(2) The Securityholder hereby covenants and agrees in favour of the Parent and the Purchaser that: (a) no later than ten Business Days prior to the date of any meeting of any securityholders of the Company to consider the Arrangement, including the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
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(3) The Parent and the Purchaser acknowledge and agree that the covenants of the Securityholder set forth herein relate to the Securityholder acting solely in his or her capacity as a holder of the Subject Securities and not as a director and/or officer of the Company or any of its Subsidiaries and, notwithstanding anything to the contrary, nothing herein shall prevent, limit, affect or restrict the Securityholder in any way from taking in good faith any actions necessary to discharge any fiduciary obligation imposed on such Securityholder acting in his or her capacity as a director and/or officer of the Company including any action permitted by, or done in compliance with, the Arrangement Agreement, and any such actions by the Securityholder shall not constitute a violation of this Agreement.
Section 2.2 Co-operation/Alternative Transaction
If the Parent, the Purchaser and the Company conclude after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Arrangement (including, without limitation, a take-over bid) whereby the Purchaser and/or its affiliates would effectively acquire all the Securityholder's Common Shares for consideration of at least the Arrangement Consideration and
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otherwise on economic terms (including the form of consideration) and other terms and conditions having consequences to the Securityholder that are substantially equivalent to or better than those contemplated by the Arrangement Agreement (any such transaction is referred to as an " Alternative Transaction "), the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.
ARTICLE 3 REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to the Parent and the Purchaser as follows, and acknowledges that the Parent and the Purchaser are relying upon such representations and warranties in entering into this Agreement and the Arrangement Agreement:
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(1) Capacity. The Securityholder has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
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(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
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(3) Ownership of Subject Securities and Other Securities. The Securityholder is the sole registered and/or beneficial owner of the Subject Securities. The Securityholder does not own or have any interest in any other securities of the Company and the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
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(4) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
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(5) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it prior to the record date of the Company Meeting. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting
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trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of the Subject Securities now held, and will have the right to sell (or cause to be sold) all Common Shares hereafter acquired by it prior to the record date of the Company Meeting.
Section 3.2 Representations and Warranties of the Parent and the Purchaser
Each of the Parent and the Purchaser hereby represent and warrant to the Securityholder as follows, and acknowledge that the Securityholder is relying upon such representations and warranties in entering into this Agreement:
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(1) Incorporation; Authorization. Each of the Parent and the Purchaser is a corporation, partnership or limited liability company (as applicable) duly incorporated or formed and validly existing under the laws of the jurisdiction of its incorporation or formation and has all requisite power, capacity and authority, and has received all requisite approvals, to execute and deliver this Agreement and to perform its obligations hereunder.
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(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by each of the Parent and the Purchaser and constitutes a legal, valid and binding agreement of each of the Parent and the Purchaser enforceable against the Parent and the Purchaser in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
ARTICLE 4 TERMINATION
Section 4.1 Termination
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(1) This Agreement may be terminated by a written instrument executed by each of the Parent, the Purchaser and the Securityholder.
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(2) This Agreement shall automatically terminate and be of no further force or effect on the earlier of: (a) the Effective Time; or (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms.
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(3) This Agreement may be terminated by the Securityholder by notice in writing to the Parent and the Purchaser if, without the prior written consent of the Securityholder, there is any decrease in the amount of, or any change in the form of, the Arrangement Consideration payable pursuant to the Arrangement Agreement in a manner that is material and adverse to the Securityholder.
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(4) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination.
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ARTICLE 5 GENERAL
Section 5.1 Further Assurances
Each of the Securityholder, the Parent and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Parent in connection with the Arrangement and in any material change report by the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder (solely in its capacity as a securityholder of the Company) agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser or the Parent.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. The Parent and the Purchaser appoint Bennett Jones LLP (100 King Street W, Suite 3400, Toronto, Ontario M5X 1A4) as agent for service of any legal process with respect to any matter arising under or related to this Agreement or the transactions contemplated hereby.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
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Section 5.7 Severability
If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
Section 5.8 Assignment
Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other parties, provided that the Purchaser may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
- (a) to the Parent and the Purchaser at:
c/o Universal Protection Service, LP 450 Exchange Irvine, CA 92602 Attention: Danette Perkins, President, M&A Email:
with a copy (which shall not constitute notice) to:
Sheppard, Mullin, Richter & Hampton LLP 12275 El Camino Real, Suite 100 San Diego, CA 92130
Attention: Stephen LaSala / Lauren Ash Email: / and
Bennett Jones LLP 3400 One First Canadian Place P.O. Box 130 Toronto, Ontario M5X 1A4 Attention: Curtis Cusinato Email:
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(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
Any notice or other communication is deemed to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day, or (iii) if sent by email, on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.
Section 5.10 Injunctive Relief
Each party hereto agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by the applicable party in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which such party may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has read this Agreement in its entirety, understands it and agrees to be bound by its terms and conditions, and has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts which together shall be deemed to constitute one valid and binding agreement. A handwritten or electronically signed counterpart of this Agreement delivered by email ("PDF" or "tif" format) or other electronic or digital transmission (including by transmission over an electronic signature platform such as DocuSign or the equivalent thereof) is deemed to have the same legal effect as delivery of a manually executed original counterpart of this Agreement.
[Remainder of page intentionally left blank. Signature page follows.]
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.
UNIVERSAL PROTECTION SERVICE, LP
By: "Steven Jones" Name: Steven Jones Title: Chief Executive Officer
102236724 SASKATCHEWAN LTD.
By: "Steven Jones"
Name: Steven Jones Title: Chief Executive Officer
[Signature page to Voting Support Agreement dated May 26, 2026]
BLAIR ROSS
(Print Name of Securityholder)
"Blair Ross"
(Signature of Securityholder)
Address of Securityholder:
| c/o McKercher LLP Suite 500, 211 -19thStreet East Saskatoon, SK S7K 5R6 Attn: Christopher J. Masich Telephone: Email: |
|
|---|---|
| NumberofCommonSharesHeld: | 296,540 |
| Number of Company Options Held: | 83,333 |
| Number of Company DSUs Held: | 0 |
| NumberofCompany SARsHeld: | 300,000 |
[Signature page to Voting Support Agreement dated May 26, 2026]