UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

FirstService Corporation

(Name of Issuer)

Subordinate Voting Shares, no par value

(Title of Class of Securities)

33767E103

(CUSIP Number)

Jay Hennick

1140 Bay Street, Suite 4000

Toronto, Ontario, Canada M5S 2B4

416-960-9500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 10, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes the Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”).

Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of Henset Capital, the Hennick Foundation, FSV, FSV II and Jayset Capital.

Item 3 is hereby amended and restated to read as follows:

On April 2, 2019, the Issuer, Henset Capital, Jayset Capital, Jayset Management FSV Inc. ("Jayset Mgt"), an Ontario corporation controlled by Mr. Hennick, FSV (an entity controlled by Mr. Hennick) and Mr. Hennick entered into a Transaction Agreement (the “Transaction Agreement”) pursuant to which that certain restated management services agreement dated June 1, 2015 between FSV Holdco ULC (now the Issuer), Jayset Mgt and Mr. Hennick (as amended, the "MSA") was terminated and the dual class voting structure of FirstService was eliminated effective May 10, 2019 (the "Transaction") on the following basis: (i) Henset Capital converted all of the outstanding 1,325,694 Multiple Voting Shares owned by it into Subordinate Voting Shares on a one-for-one basis without any payment therefor pursuant to the terms of the Multiple Voting Shares contained in the Articles of the Issuer; (ii) the Issuer directly or indirectly acquired all of the outstanding shares of Jayset Mgt in consideration for: (a) a cash payment by Issuer; and (b) the issuance by the Issuer of a total of 2,918,860 Subordinate Voting Shares at an issue price of C$115.58 per share to Jayset Capital; and (iii) the MSA was terminated.

To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

Item 4 is hereby amended to add the following:

The arrangements and understandings pursuant to the Transaction Agreement are discussed in Item 3.

The foregoing description of the Transaction is a summary only and is qualified in its entirety by reference to the Transaction Agreement, which is filed as Exhibit 99.1 and incorporated herein by reference.

Items 5(a)-(c) are hereby amended and restated to read as follows:

(a) - (b) The Reporting Persons beneficially own 5,767,080 Shares which represents approximately 14.8% of the Issuer’s outstanding Shares. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of Shares beneficially owned by each Reporting Person as of May 10, 2019, as set forth in this Schedule 13D, by (ii) 39,109,957 Shares outstanding, as of May 10, 2019, which is the total number of Shares outstanding as advised by the Issuer on May 10, 2019.

Mr. Hennick, Henset Capital, the Hennick Foundation, FSV, and FSV II each have shared power to vote and to dispose of the 5,767,080 Shares. Mr. Hennick serves as the sole director and the Chairman, Chief Executive Officer and President of Henset Capital. Mr. Hennick controls The Hennick Foundation and Jayset Capital. Mr. Hennick is the sole director, Chairman and Chief Executive Officer of each of 2688845 Ontario Inc., the general partner of FSV, and 2694503 Ontario Inc., the general partner of FSV II.

(c) Transactions in the Issuer’s securities by the Reporting Persons during the last 60 days are listed in Annex A attached hereto.

(d) Not Applicable

(e) Not Applicable

Item 6 is hereby amended to add the following:

On May 10, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person, with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 13, 2019

SCHEDULE A

Director and Officers of Henset Capital Inc.

Directors and Officers of The Jay and Barbara Hennick Family Foundation

Director and Officers of Jayset Capital Corp.

Director and Officers of 2688845 Ontario Inc., General Partner of FSV Shares LP.

Director and Officers of 2694503 Ontario Inc., General Partner of FSV Shares II LP.

Annex A

Transactions in Securities of the Issuer over the past 60 days

HENSET CAPITAL INC.

JAYSET CAPITAL CORP.

FSV SHARES LP

FSV SHARES II LP

*Transfer of shares credited as a limited partnership capital contribution.

**Conversion from Multiple Voting Shares to Subordinate Voting Shares on a one-for-one basis.

Exhibit 99.1

THIS TRANSACTION AGREEMENT is made this 2^nd day of April, 2019 (the “Agreement Date”)

AMONG:

FIRSTSERVICE CORPORATION, a corporation existing under the Laws of the Province of Ontario (“FirstService”)

- and -

HENSET CAPITAL INC., a corporation existing under the Laws of the Province of Ontario (“Henset Capital”)

- and -

JAYSET CAPITAL CORP., a corporation existing under the Laws of the Province of Ontario (“Jayset Capital”)

- and -

FSV Shares LP, a limited partnership existing under the Laws of the Province of Ontario (the “Hennick LP”), by its general partner, 2688845 Ontario Inc., a corporation existing under the Laws of the Province of Ontario (“Hennick GPco”)

- and -

JAYSET MANAGEMENT FSV INC., a corporation existing under the Laws of the Province of Ontario (“Jayset Mgt”)

- and -

JAY S. HENNICK, an individual resident in the City of Toronto, Ontario (“Jay”, and together with the Sellers, Henset Capital, Hennick GPco and Jayset Mgt, the “Hennick Parties”).

WHEREAS:

in each case, upon the terms and conditions set forth in this Agreement; and

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the Parties, and intending to be legally bound, the Parties covenant and agree as follows:

Article 1 – DEFINITIONS AND INTERPRETATION

1.1          Definitions. As used in this Agreement:

1.2          Schedule. The following schedule to this Agreement is attached to, is incorporated into, and forms an integral part of this Agreement:

1.3          Recitals Form Part of Agreement; Section References. The recitals to this Agreement form an integral part of this Agreement and are incorporated herein by reference. Unless otherwise expressly indicated in this Agreement, any reference which is made in this Agreement to an “Article”, “Section”, “subsection” or “paragraph” means and refers to the Article, Section, subsection or paragraph of this Agreement so referenced.

1.4          Scope of Knowledge. The word “knowledge” means, in relation to the Person(s) then being referred to, the actual knowledge of such Person(s), provided that: (a) the actual knowledge of a Sale Party shall mean the actual knowledge of any one of Jay and Jonathan Ng; and (b) the actual knowledge of FirstService shall mean the actual knowledge of any one of D. Scott Patterson and Jeremy Rakusin, in each case, in respect of the matter or thing then being referred to.

1.5          Third Party Beneficiaries. Nothing in this Agreement or in any agreement contemplated herein or delivered pursuant hereto is intended, expressly or by implication, to, or shall, confer on any Person other than the Parties, any rights or remedies of any kind, except for the FirstService Indemnified Parties not already party to this Agreement, who, in each case, shall be express third party beneficiaries solely with respect to Article 11.

1.6          Method of Making Payments. Unless otherwise indicated, all payments (whether in respect of a portion of the Purchase Price or otherwise) required to be made herein shall be made in immediately available Canadian dollars by certified cheque, bank draft or same day funds wire transfer.

1.7          Documents Made Available. Any document, financial statement, Contract, list or other item shall be deemed to have been “made available” to FirstService for all purposes of this Agreement if, at least two Business Days prior to the Agreement Date, such document, financial statement, Contract, list or other item was either: (a) sent by a Hennick Party or by legal counsel to a Hennick Party (or by any other Person at the request of, or for and on behalf of, a Hennick Party or legal counsel to a Hennick Party) to, and received by, FirstService; or (b) published and made available to FirstService in the electronic data room or “Drop Box Shared Folder” established for use in relation to the Transactions to which FirstService had unfettered access.

Article 2 – TRANSACTIONS

2.1          Conversion of Multiple Voting Shares. Subject to the terms and conditions set forth in this Agreement (including the completion of the Reorganization and the purchase and sale of the Purchased Shares and the payment in full of the Purchase Price), at Closing, Henset Capital will irrevocably elect to convert all 1,325,694 Multiple Voting Shares owned, beneficially and of record, by Henset Capital into Subordinate Voting Shares on a one-for-one basis (without any payment therefor from FirstService or any other Person) pursuant to the terms of the Multiple Voting Shares contained in the Constituent Documents of FirstService and, in furtherance thereof, at or prior to the Closing Time, Henset Capital will deliver to the transfer agent of the Subordinate Voting Shares the share certificate representing such 1,325,694 Multiple Voting Shares accompanied by a written notice (the “MVS Conversion Notice”) duly executed by Henset Capital, which MVS Conversion Notice states that Henset Capital is electing to convert, at Closing, the 1,325,694 Multiple Voting Shares represented by such share certificate on the basis of one Subordinate Voting Share for each Multiple Voting Share so converted in accordance with the provisions of the Constituent Documents of FirstService and which MVS Conversion Notice will further state that a share certificate or a direct registration system advice statement evidencing the 1,325,694 Subordinate Voting Shares issuable on such conversion be issued to (and be registered in the name of) Henset Capital at the Closing Time.

2.2          Purchase and Sale of Hennick Holdco Shares. Subject to the terms and conditions set forth in this Agreement (including Section 7.5), at Closing the Sellers will sell, assign and transfer to FirstService, and FirstService will purchase from the Sellers all of the issued and outstanding shares in the capital of Hennick Holdco (the “Purchased Shares”).

2.3          Final Fees under MSA. Subject to the terms and conditions set forth in this Agreement, FirstService, Jayset Mgt and Jay agree that:

and, at the Closing Time (but immediately prior to the completion of the acquisition of the Purchased Shares by FirstService hereunder), Jayset Mgt assigns, transfers, grants and sets over unto Jayset Capital, for Jayset Capital’s sole benefit, all of Jayset Mgt’s right, title and interest in and to the MSA Remaining 2019 Base Fee. Each of FirstService and Jay consents to the assignment of the MSA Remaining 2019 Base Fee by Jayset Mgt to Jayset Capital hereunder. The Parties acknowledge and agree that: (i) notwithstanding the termination of the MSA in accordance with the terms of this Agreement, Jayset Capital is entitled to receive the MSA Remaining 2019 Base Fee, if any, determined in accordance with, and paid at such time and in such currency as is contemplated by, the MSA and in accordance with the past practices of FirstService; and (ii) at the Closing Time (but immediately following the completion of the acquisition of the Purchased Shares by FirstService hereunder), the parties to the MSA will terminate the MSA and, from and after the Closing Time, neither Jayset Mgt nor any other Person will be entitled to receive any payments under the MSA from FirstService other than the MSA Remaining 2019 Base Fee. The Parties agree that the manner in which the MSA Remaining 2019 Base Fee is assigned to Jayset Capital shall be as determined by mutual agreement of Jay and FirstService, each acting reasonably.

2.4          Shareholder Meeting and Meeting Materials.

Article 3 – PURCHASE PRICE FOR PURCHASED SHARES

3.1          Additional Definitions. As used in this Agreement:

3.2          Purchase Price for Purchased Shares. The total purchase price for the Purchased Shares is an amount equal to: (i) C$84,340,448, less (ii) the Net Tax Liability, plus, (iii) as of the Reference Date, C$337,361,791 (the “Purchase Price”). The Parties hereto acknowledge and agree that the Purchase Price was determined by applying the formula provided in subsection 4.2(a) of the MSA as if the event in subsection 4.1(a) thereof had occurred, with the “per share consideration” referenced therein being deemed to be the SVS Per Share Price and “the number of Multiple Voting Shares and Subordinate Voting Shares of New FirstService issued and outstanding at the time of the applicable sale, dividend, distribution or transaction” referenced therein being deemed to be the FirstService Outstanding Share Amount.

3.3          Payment of Purchase Price. At the Closing Time, the Purchase Price shall be satisfied by FirstService as follows:

3.4          Allocation of Purchase Price. At least five (5) Business Days prior to the Closing Date, the Hennick Parties shall deliver to FirstService a statement setting out the allocation of the Purchase Price (and the types of consideration payable) to each Seller (the “Allocation Schedule”). FirstService shall have a period of three (3) Business Days following its receipt of the Allocation Schedule to provide the Hennick Parties with any comments related to such Allocation Schedule. The Sale Parties shall consider such comments in good faith, acting reasonably. If the Purchase Price is adjusted pursuant to any of the provisions of this Agreement, the amount of such adjustment shall, if such amount cannot be reasonably allocated to certain Purchased Shares, be allocated on a pro rata basis amongst the common shares of Hennick Holdco unless otherwise agreed by the Hennick Parties and FirstService. Such allocation shall be final and binding upon the Parties for all purposes, including the filing of all Tax Returns.

3.5          Subsection 85(1) of ITA Election.

Article 4 – REPRESENTATIONS AND WARRANTIES – SALE PARTIES

4.1          Representations and Warranties in Respect of the Sale Parties. Each Sale Party, for and on behalf of himself or itself, severally and not jointly and severally represents and warrants to FirstService as of the Agreement Date as follows:

4.2          Representations and Warranties in Respect of the Purchased Entities. The Sale Parties jointly and severally represent and warrant to FirstService as of the Agreement Date as follows:

(d)          Authority of Jayset Mgt to Execute Transaction Documents: Jayset Mgt has the necessary corporate and/or other power, authority and capacity as is required by all Laws applicable to it, its Constituent Documents and otherwise to enable it to enter into, execute and deliver all those Transaction Documents to which it is a party and to observe and perform the terms, conditions and provisions thereof which are required to be observed and performed by it (and Jayset Mgt has duly authorized the execution and delivery of, and has executed and delivered, each of the Transaction Documents to which it is a party), and such entering into, execution, delivery, observance and performance has been validly authorized by all necessary corporate and other required action and does not:

Since the date of its formation, the sole use, business and function of: (A) Hennick Holdco has been the holding, directly or indirectly, of the issued and outstanding shares of Jayset Mgt and Hennick Subco and to participate in the Reorganization. Hennick Holdco has not been used for any other purpose, engaged in any other activities or employed any Persons; and (B) Hennick Subco has been to participate in the Reorganization. Hennick Subco has not been used for any other purpose, engaged in any other activities or employed any Persons;

(s)           Payment and Collection of Taxes:

Article 5 – REPRESENTATIONS AND WARRANTIES – FirstService

5.1          Representations and Warranties of FirstService. FirstService represents and warrants to the Sale Parties as of the Agreement Date as follows:

(d)          No Bankruptcy Event by FirstService: FirstService has not committed, and FirstService is not subject to, a Bankruptcy Event that is continuing or outstanding or that has not been cured;

Article 6 – TAX MATTERS

6.1          Cooperation on Tax Matters. Subject to Section 6.4, each of the Parties shall provide to the others of them all such cooperation, copies and information, as and to the extent reasonably requested, in connection with each of the following insofar as it relates to a Purchased Entity and a Party’s interest therein pursuant to this Agreement: (a) the filing of any Tax Return, payment of Taxes or claim for refund of Taxes that relates to any Pre-Closing Tax Period, any Straddle Period or any Post-Closing Tax Period of such Purchased Entity; (b) calculating and determining the Liability for the payment of Taxes or a right to a refund of Taxes that relates to any Pre-Closing Tax Period, any Straddle Period or any Post-Closing Tax Period of such Purchased Entity; and (c) conducting any audit, assessment, examination, litigation or other proceeding with respect to Taxes attributable to any Pre-Closing Tax Period, any Straddle Period or any Post-Closing Tax Period of such Purchased Entity. In addition, each Party agrees to cooperate, as and to the extent reasonably requested, in preparing for and dealing with any Tax audits of, or disputes, contests or proceedings regarding Taxes of a Seller, Henset Capital, First Service or their respective Affiliates, in each case, to the extent related to the Transactions.

6.2          Preparation of Tax Returns and Payment of Taxes.

6.3          Allocation and Payment of Liability for Taxes.

6.4          Control of Pre-Closing Tax Period Audits.

6.5          Miscellaneous Tax Matters. FirstService shall not, and shall not cause an entity to: (i) amend, refile or otherwise modify, and shall cause each Purchased Entity not to amend, refile or otherwise modify, any Tax Return of such Purchased Entity with respect to any Pre-Closing Tax Period of such Purchased Entity; and (ii) file any election, make any designation or take any action in respect of any taxation years or portions thereof ending on or before the Closing, in each case, if such amendment, modification, election or designation would result in an increase in the amount of the Taxes for which a Seller may be liable under this Agreement, in each case without the prior written consent of the Sellers, which consent will not be unreasonably withheld or delayed. The Sellers shall not be liable for any Losses (including Taxes) arising as a result of a breach by FirstService of this Section 6.5.

6.6          Refunds and Tax Benefits.

6.7          Tax Elections.

Article 7 – INTERIM PERIOD

7.1          Interim Period Covenants – Hennick Parties. The Hennick Parties jointly and severally agree with FirstService that, continuously throughout the Interim Period, the Hennick Parties will use their commercially reasonable efforts to ensure that:

and, during the Interim Period, the Hennick Parties shall use their respective commercially reasonable efforts to diligently take, or cause to be taken, all actions that are necessary, proper or advisable to satisfy or be able to satisfy, on or prior to the Closing Time, the conditions of Closing on their part to be satisfied in Article 8 and otherwise to consummate and make effective, the Transactions in accordance with the terms of this Agreement. Without the prior written approval of FirstService (which approval may be withheld by FirstService in its sole discretion) or except as otherwise expressly contemplated by this Agreement (including in connection with the Reorganization and Section 7.5) or as required by applicable Law, at any time during the Interim Period, the Hennick Parties shall not, nor shall a Sale Party permit a Purchased Entity to:

7.2          Interim Period Covenants – FirstService. FirstService agrees with the Hennick Parties that, if any representations and warranties of FirstService in this Agreement become untrue or incorrect during the Interim Period, written notice of such untruth or incorrectness (which notice shall set forth reasonable particulars of such untruth or incorrectness) will be promptly given to the Hennick Parties, and, during the Interim Period, FirstService shall use its commercially reasonable efforts to diligently take, or cause to be taken, all actions that are necessary, proper or advisable to satisfy or be able to satisfy, on or prior to the Closing Time, the conditions of Closing on its part to be satisfied in Article 8 (including obtaining, if necessary, an amendment to the Credit Agreement sufficient to enable FirstService, together with its cash on hand, to satisfy the cash portion of the Purchase Price) and otherwise to consummate and make effective, the Transactions in accordance with the terms of this Agreement.

7.3          Access and Investigation. During the Interim Period, the Hennick Parties will: (a) upon reasonable notice and during regular business hours afford FirstService and its representatives (collectively, the “FirstService Representatives”) reasonable access to each Purchaser Entity’s Contracts, books and records and other documents and data; (b) furnish the FirstService Representatives with copies of all such Contracts, books and records and other existing documents and data as the FirstService Representatives may reasonably request; and (c) furnish the FirstService Representatives with such additional financial and other data and information concerning Purchaser Entities as the FirstService Representatives may reasonably request.

7.4          Required Notices and Approvals. As promptly as practicable after the Agreement Date, each of the Parties will, and will cause their respective Affiliates to, make all filings with, send all notices to and/or obtain all applicable consents or approvals of Governmental Authorities and third parties (including stock exchanges) required to be made, sent or obtained by them in order to consummate the Transactions. During the Interim Period, each Party will cooperate with others of them in seeking/giving such filings, notices, consents and approvals as may be necessary and reasonably requested by such Party. The Parties will, to the extent reasonably practicable, consult each other on, in each case, subject to applicable Laws relating to the exchange of information, all the information relating to the Parties, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Authorities in connection with the Transactions. In exercising the foregoing right, each of the Parties will act reasonably and as promptly as reasonably practicable.

7.5          Hennick Parties Reorganization.

7.6          Resolution of Holder of Multiple Voting Shares. Prior to the holding of the Meeting, Henset Capital, as the owner of all of the issued and outstanding Multiple Voting Shares, shall deliver a written resolution (which shall be conditional on the completion of the Transactions (including the completion of the conversion of the Multiple Voting Shares into Subordinate Voting Shares under Section 2.1)) to FirstService, as the owner of such Multiple Voting Shares, authorizing and approving of amendments to the Constituent Documents of FirstService eliminating the Multiple Voting Shares and preferred shares of FirstService as authorized capital of FirstService and re-designating the Subordinate Voting Shares as common shares and amending the terms thereof such that the rights, privileges, restrictions and conditions attached thereto are that of basic common shares.

7.7          Closing Cash. At least five Business Day prior to the Closing Date, the Sale Parties shall advise FirstService in writing of the amount of Closing Cash. The Closing Cash shall remain an asset of the applicable Purchased Entities at the Closing Time.

Article 8 – CLOSING CONDITIONS AND DELIVERIES

8.1          Closing Conditions and Deliveries in Favour of All Parties. The respective obligations of each Party to this Agreement to consummate the Transactions are subject to the satisfaction and/or fulfillment of each of the following conditions at or prior to the Closing Time, any of which may be waived (to the extent permitted by applicable Law) in writing by all Parties hereto in their sole discretion or deemed waived if all Parties hereto complete the Transactions without a written waiver and such condition is not satisfied:

8.2          Closing Conditions and Deliveries in Favour of FirstService. The obligations of FirstService to consummate the Transactions are subject to the satisfaction and/or fulfillment of each of the following conditions at or prior to the Closing Time, any of which may be waived (to the extent permitted by applicable Law) in writing by FirstService in its sole discretion or deemed waived if FirstService completes the Transactions without a written waiver and such condition is not satisfied:

8.3          Closing Conditions and Deliveries in Favour of the Hennick Parties. The obligations of the Hennick Parties to consummate the Transactions are subject to the satisfaction and/or fulfillment of each of the following conditions at or prior to the Closing Time, any of which may be waived (to the extent permitted by applicable Law) in writing by the Hennick Parties in their sole discretion or deemed waived if the Hennick Parties complete the Transactions without a written waiver and such condition is not satisfied:

in each case, other than such representations and warranties that are made as of another specified date, which representations and warranties shall be true, correct and complete as of such other date, and the Hennick Parties shall have received from FirstService a certificate to such effect;

8.4          Closing & Place of Closing. The completion of the Transactions (the “Closing”) will take place on the fifth Business Day immediately following the Business Day on which there occurred the satisfaction or waiver (to the extent permitted by applicable Law) of all conditions set forth above in this Article 8 (other than those conditions that, by their nature, are to be satisfied by deliveries made at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to and in accordance with Article 12, or another date that is mutually agreed to in writing by FirstService and the Hennick Parties (the date of the Closing, the “Closing Date”).

Article 9 – Public Announcements; POST-CLOSING COVENANTS

9.1          Public Announcements. The Parties shall cooperate with each other on the issuance or publication of any press release or other public announcement or filing with respect to this Agreement or the Transactions, and no Party shall issue or publish any such press release or other public announcement without the prior written consent of FirstService and Henset Capital (which consent shall not be unreasonably withheld, conditioned or delayed); provided that nothing herein shall prohibit any Party from any such issuance, publication or filing (including a filing or public disclosure of this Agreement) to the extent that such Party reasonably determines such issuance, publication or filing is required by applicable Laws or by the regulations/rules of any Governmental Authority or stock exchange on which any equity interests of such Party or any of its Affiliates is traded or is proposed to be traded.

9.2          Purchased Entity Minute Books. Following Closing, the Sellers shall send (or cause to be sent) to FirstService (or as FirstService shall direct) the corporate seal (to the extent one exists), minute books (including the corporate records typically maintained therein), share certificates, share certificate books, share transfer books, share register books, shareholders’ register, officers’ register and directors’ register of each Purchased Entity.

9.3          Post-Closing Director Compensation of Jay. Following Closing, FirstService acknowledges and agrees that Jay will continue to serve as a director of FirstService and as a non-executive Chair of the FirstService Board. The Parties acknowledge and agree that, from and after the Closing Time, Jay’s compensation as a director of FirstService and chair of the FirstService Board will be established in a manner consistent with FirstService’s director compensation policy approved by the FirstService Board and in effect from time to time (such compensation being commensurate with that of a non-executive chair of a public company of similar size and complexity to FirstService).

Article 10 – SURVIVAL OF REPRESENTATIONS AND COVENANTS

10.1       Survival of Representations & Warranties of Sale Parties. The respective representations and warranties of the Sale Parties contained in this Agreement shall survive the Closing and, notwithstanding such Closing or any investigations made by or on behalf of the Parties, shall continue in full force and effect as follows:

provided that, the indemnity obligations of a Sale Party under Article 11 shall not terminate at the expiration of the periods set forth above with respect to any matters in respect of which a Claim Notice (as such term is defined in subsection 11.4(a)) had been sent at a time which is prior to the expiration of the time period hereinbefore specified in this Section 10.1 as applicable to such matter; and, for greater certainty, the indemnity obligations in respect of each matter in respect of which a Claim Notice had been so sent shall survive until the claim for indemnification made in respect of such matter has been satisfied or otherwise resolved as provided for in Article 11.

10.2       Survival of Representations and Warranties of FirstService. The representations and warranties of FirstService contained in this Agreement shall survive the Closing and, notwithstanding such Closing or any investigations made by or on behalf of the Parties, shall continue in full force and effect as follows:

provided that, the indemnity obligations of FirstService under Article 11 shall not terminate at the expiration of the periods set forth above with respect to any matters in respect of which a Claim Notice had been sent at a time which is prior to the expiration of the time period hereinbefore specified in this Section 10.2 as applicable to such matter; and, for greater certainty, the indemnity obligations in respect of each matter in respect of which a Claim Notice had been so sent shall survive until the claim for indemnification made in respect of such matter has been satisfied or otherwise resolved as provided for in Article 11.

Article 11 – INDEMNITIES

11.1       Indemnification by Sale Parties. Following Closing, each Sale Party jointly and severally shall, and do hereby, indemnify and save harmless FirstService and the Purchased Entitles (collectively, the “FirstService Indemnified Parties”) from and against any and all Losses incurred, sustained or suffered by the FirstService Indemnified Parties as a result of or in any way relating to:

11.2       Indemnification by FirstService. Following Closing, FirstService shall, and does hereby, indemnify and save harmless each Sale Party (collectively, the “Hennick Indemnified Parties”) from and against any and all Losses incurred, sustained or suffered by the Hennick Indemnified Parties as a result of or in any way relating to:

11.3       Limitations.

11.4       Indemnification Procedure.

11.5       Indemnity is Sole and Exclusive Remedy. Following Closing, this Article 11 shall constitute the sole and exclusive remedy for each Party against any other Party for monetary damages with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement; provided that, this Section 11.4 shall not apply to any claims based on fraud or intentional misrepresentation, and provided further that the Parties shall have the right to seek specific performance or other equitable remedies in connection with any breach of this Agreement or any other Transaction Document.

11.6       Insurance Proceeds. In respect of each matter for which a claim for indemnity is made by an Indemnified Party against an Indemnifier in accordance with this Article 11, if such Indemnified Party (or any Affiliate thereof, as the case may be (which Affiliates include a Purchased Entity if the Indemnified Party is a FirstService Indemnified Party)) shall receive any insurance or other proceeds as compensation for (or otherwise in respect of) such matter from an insurance company or any other Person, then the amount otherwise payable by the Indemnifier in respect of such matter shall be reduced by the total amount of the insurance and other proceeds so received (net of any deductibles, premium increases and “out-of-pocket” expenses reasonably incurred by the recipient thereof in connection with, or as a result of, its collection thereof). Each Party agrees that it shall use commercially reasonable efforts to collect upon those of its or its Affiliates insurance policies which provide coverage in respect of a matter for which indemnification is provided under this Article 11, provided that no Indemnified Party shall be prohibited from pursuing or collecting on any claim for indemnification in accordance with this Article 11 while it is using (or required to be using) such efforts to collect upon such insurance policies.

11.7       Interest on Non-Payment. All amounts required to be paid by one Party to another Party pursuant to this Article 11 shall be paid within ten (10) days following written demand for payment and any amount which is not paid when due shall bear interest until paid in full at the rate of 8% per annum, computed, compounded and payable monthly.

11.8       Adjustment to Purchase Price. All indemnity payments pursuant to this Article 11 shall be considered by the Parties as an adjustment to the Purchase Price.

11.9       One Recovery. Any Indemnified Party shall not be entitled to double recovery for any claims even though they may have resulted from the breach of more than one of the representations, warranties, covenants and obligations of the Indemnifying Party in this Agreement. No Hennick Party has any liability or obligation with respect to any claim for indemnification to the extent that such matter was reflected as an adjustment to the Purchase Price under Section 3.3(a) of this Agreement.

Article 12 – TERMINATION

12.1       Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing:

12.2       Notice of Termination. The Party desiring to terminate this Agreement pursuant to this Article 12 shall give written notice of such termination to the other Parties specifying the provision or provisions of this Article 12 pursuant to which such termination is purportedly effected and including reasonable detail of the circumstances giving rise to such termination.

12.3       Effect of Termination. If this Agreement is validly terminated pursuant to this Article 12, this Agreement shall forthwith become void and of no effect, without any liability on the part of any Party; provided that no such termination shall relieve any Party from any liability for any willful breach of any provision hereof or fraud with respect to the agreements, covenants, representations and warranties expressly made in this Agreement.

Article 13 – GENERAL CONTRACT PROVISIONS

13.1       Notices. All notices and communications sought or, by the terms hereof, required to be given by one Party to another Party shall be given in writing by personal delivery (which delivery may be effected by depositing the notice or communication in question with a courier service for delivery (courier charges fully prepaid)), by registered mail (postage fully prepaid) or by email, delivered, addressed or sent by facsimile to such other Party as follows:

or at such other address or facsimile number as may be given by a Party to the other Parties by notice in writing from time to time, and such notices or other communications shall be deemed to have been received as follows: (i) if sent by personal delivery, upon delivery; (ii) if transmitted by email on or prior to 5:00 p.m. (local time in the place at which the notice is to be received) on a Business Day, upon the completion of its transmission (and if not transmitted on a Business Day or transmitted after 5:00 p.m. (local time in the place at which the notice is to be received) on a Business Day, then on the first Business Day following the completion of the transmission); (iii) if sent by overnight courier, on the first Business Day after the date of dispatch; or (iv) if sent by registered mail, six Business Days following the day of the mailing thereof; provided that if any such notice or communication shall have been mailed and if regular mail service shall be interrupted by strikes or other irregularities, such notice or communication shall be deemed to have been received six Business Days following the resumption of normal mail service.

13.2       Further Assurances. Each Party agrees that, forthwith upon the written request of any other Party, the Party so requested shall execute and deliver such further documents, cause such meetings to be held, resolutions passed and Constituent Documents enacted or amended, exercise such Party’s vote and influence, and otherwise do and perform and cause to be done and performed any and all such further and other lawful acts and things as are within such Party’s reasonable power to do and as are reasonably necessary or desirable in order to give full effect to each and every part of the Transaction Documents and the Transactions.

13.3       Currency. Unless otherwise stated, all dollar amounts in this Agreement are expressed in Canadian dollars and all payments of funds contemplated by this Agreement shall be made in Canadian funds.

13.4       Number, Gender, “this Agreement” and Headings. In this Agreement, the use of the singular includes the plural and vice versa; words importing gender include all genders; all verbs shall be construed as agreeing with the required word or pronoun; the word “extent” in the phrase “to the extent” means the degree to which a thing extends, and does not mean simply “if”; any reference to “days” means calendar days unless Business Days are expressly specified; and the words “this Agreement”, “herein”, “hereof”, “hereby”, “hereto”, “hereunder” and like expressions refer to this Agreement as a whole and not to any particular part hereof, unless the context otherwise requires. The use of headings in this Agreement is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The parties hereto further acknowledge and confirm that they have participated jointly in the negotiation and drafting of this Agreement and the other Transaction Documents and that any rule of construction or interpretation otherwise requiring this Agreement or any of the other Transaction Documents to be construed or interpreted against a party hereto by virtue of the authorship of this Agreement or such other Transaction Documents, as the case may be, shall not apply to the construction and interpretation of this Agreement (or any provision of this Agreement) or any of the other Transaction Documents (or any provision of such other Transaction Documents).

13.5       No Brokers. No broker, agent or other intermediary acted for any Party in connection with the Transactions and each Party shall indemnify and save harmless the other Parties from and against any and all claims whatsoever for any commission or other remuneration payable or alleged to be payable to any broker, agent or other intermediary who purports to act or have acted for the Party in question.

13.6       Responsibility for Legal and Accounting Fees. Except as otherwise expressly provided for in this Agreement, each of the Parties shall be responsible for its own legal and accounting fees and other charges incurred in connection with the review, negotiation and preparation of this Agreement and the other Transaction Documents and the Transactions and any post-Closing matters in connection therewith.

13.7       Recovery of Costs of Legal Proceedings. If any Legal Proceedings are taken by any of the Parties against any of the other Parties to enforce any of the provisions of this Agreement or as a result of the breach of any such provisions, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable “out-of-pocket” legal fees, costs and expenses (including expert witness fees) incurred in connection with any such legal action.

13.8       Time of Essence. Time is of the essence of this Agreement and of every part hereof.

13.9       Entire Agreement. This Agreement, including the other Transaction Documents, constitutes the entire, full and complete agreement and understanding among the Parties in respect of the subject matters hereof and thereof and supersedes all prior Contracts, letters of intent, term sheets and negotiations among some or all of the Parties hereto with respect thereto. There are no representations, inducements, promises, statements of intention or agreements, oral or written, among the Parties not embodied herein which are of any force or effect with reference to this Agreement, the subject matters hereof or the Transactions. For the avoidance of doubt, the Parties acknowledge and agree that the binding term sheet among certain of the Parties dated March 12, 2019 is hereby terminated and of no further force and effect.

13.10    No Amendment. This Agreement shall not be amended, superseded or cancelled except by a written instrument signed by all of the Parties and any instrument purporting to amend, supersede or cancel this Agreement or any part hereof shall not be binding and shall be of no effect unless and until it has been executed and delivered by all of the Parties.

13.11    No Waiver. The failure of a Party at any time or times to require performance of any provision hereof by any other Party shall in no manner affect the right of such Party to require such performance at a later time. No act or omission of any Party, other than an express written waiver signed by such Party, shall constitute a waiver by such Party of any representation, warranty, covenant, agreement or condition of this Agreement or any breach thereof by another Party. No waiver by a Party hereto of any representation, warranty, covenant, agreement or condition of this Agreement or any breach thereof by another Party, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of such or any other representation, warranty, covenant, agreement, condition or any breach.

13.12    Calculation of Time Periods. When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next Business Day. In the event that any date upon which any action is required or permitted to be taken hereunder by any of the parties is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day. Unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date; provided, that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18 is March 18, and one month following March 31 is May 1.

13.13    No Assignment of Agreement. No Party may assign this Agreement or any interest in this Agreement without the prior written consent of all of the Parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns and, in the case of Parties who are human beings, also upon their respective heirs, executors, administrators and other legal personal representatives.

13.14    References to Laws and Contracts. Any references in this Agreement to any Laws shall be construed as a reference thereto as amended or re-enacted from time to time or as a reference to any successor thereto, in each case, to the Closing Time. Any references in this Agreement to any Contract, exhibit or schedule, unless otherwise stated, are to such Contract, exhibit or schedule as amended, modified or supplemented from time to time in accordance with the terms thereof as at the Agreement Date.

13.15    Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Province of Ontario (without giving effect to principles of conflicts of laws) and the federal laws of Canada applicable therein and this Agreement shall in all respects be treated as an Ontario contract. Subject to the arbitration provisions of Section 13.8, the Parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario to resolve any dispute which may arise among them concerning this Agreement and the subject matters hereof.

13.16    Execution in Counterparts. This Agreement may be executed in several counterparts, by original or facsimile signature or by or through such other electronic form in which a Party may place or evidence its signature hereon (including an electronic scan of same), each of which so executed shall be deemed to be an original and such counterparts together shall be deemed to be one and the same instrument, which shall be deemed to be executed as of the date first above written.

13.17    Severability. Any provision of this Agreement which is invalid, prohibited or unenforceable in any jurisdiction for any reason shall, as to such jurisdiction only, be ineffective and severable from this Agreement to the extent of such invalidity, prohibition or unenforceability but such invalidity, prohibition or unenforceability shall not invalidate or otherwise affect the remaining provisions of this Agreement nor shall it affect the validity or enforceability of such provision in any other jurisdiction.

13.18    Disputes. Unless otherwise expressly provided herein, to the fullest extent permitted by applicable Laws, if any dispute, claim or other matter should arise concerning the interpretation, performance or breach of this Agreement or any action taken by a Party pursuant to this Agreement (such dispute, claim or other matter being referred to as a “Dispute”), such Dispute shall be determined by arbitration conducted by one arbitrator in the City of Toronto, Ontario in accordance with the Arbitration Act, 1991 (Ontario) and a Party seeking arbitration of a Dispute shall so notify the other Parties by notice in writing (an “Arbitration Notice”), which Arbitration Notice shall set out reasonable particulars of the Dispute in respect of which arbitration is so being sought. Nothing in this Section 13.18 shall preclude a Party from instituting legal action seeking equitable relief in order to protect its rights pending the outcome of an arbitration hereunder. Notwithstanding the preceding provisions of this Section 13.18, the provisions of this Section 13.18 may not be invoked in connection with, or emanating out of, any matter or procedure, the resolution of which is provided for in subsection 6.2(d) except for the purpose of enforcing the provisions of subsection 6.2(d).

13.19    Legal Representation. Each Party represents and warrants that: (a) such Party has consulted with independent duly qualified legal counsel of such Party’s own choosing and has had this Agreement and all of the other Transaction Documents reviewed and negotiated on such Party’s own behalf by such legal counsel; (b) such Party has had sufficient time in which to consider whether or not to enter into this Agreement and the other Transaction Documents and such Party has read this Agreement and the other Transaction Documents and fully understands all of the respective terms, conditions and provisions of this Agreement and the other Transaction Documents; and (c) such Party is entering into, executing and delivering this Agreement and the other Transaction Documents of such Party’s own free will and in reliance solely on such Party’s own judgment and the advice of such Party’s legal counsel.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Agreement Date.

SCHEDULE “A”

Form of Transaction Resolution

BE IT RESOLVED THAT:

SCHEDULE “B”

Reorganization Memo

[The Reorganization Memo has been omitted as its disclosure would violate confidentiality provisions. The Reorganization Memo contains information on, and changes to, the ownership of various entities directly or indirectly owned or controlled by Jay S. Hennick and unrelated to FirstService Corporation or the transaction being contemplated, and proposed tax matters related to such changes.]

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to Subordinate Voting Shares, no par value, of FirstService Corporation, an Ontario, Canada corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: May 10, 2019