ACT Energy Technologies Ltd. - Capital/Financing Update 2022

UNDERWRITING AGREEMENT

Effective as of April 4, 2022

Cathedral Energy Services Ltd. 6030 - 3rd Street S.E. Calgary, Alberta T2H 1K2

Attention: Mr. Thomas Connors President and Chief Executive Officer

Dear Sirs/Mesdames:

Re: Offering of Units

Acumen Capital Finance Partners Limited (the " Lead Underwriter ") and Peters & Co. Limited (together with the Lead Underwriter, the " Underwriters ") understand that Cathedral Energy Services Ltd. (the " Corporation ") proposes to issue and sell units (" Units ") of the Corporation at an issue price of $0.70 per Unit, each Unit comprised of one common share in the capital of the Corporation (a " Common Share " and, when comprising a Unit, referred to as a " Unit Share ") and one-half of one Common Share purchase warrant of the Corporation (each whole Common Share purchase warrant being a " Warrant "). Each Warrant will entitle the holder to purchase one additional Common Share (a " Warrant Share ") at any time prior to the Expiry Date (as hereinafter defined) at an exercise price of $0.85 per Warrant Share (subject to adjustment in certain events).

Subject to the terms and conditions hereof, the Underwriters hereby severally, and not jointly (nor jointly and severally), agree to purchase from the Corporation at the Closing Time (as defined herein), in the respective percentages set forth in paragraph 15 hereof, 32,858,000 Units (the " Firm Units "), and the Corporation hereby agrees to issue and sell to the Underwriters at the Closing Time all, but not less than all, of the Firm Units at a purchase price of $0.70 per Firm Unit.

In consideration of the Underwriters' agreement to purchase the Firm Units, the Corporation hereby grants to the Underwriters an option (the " Over-Allotment Option ") to purchase from the Corporation, at the Underwriters' election, up to an additional 4,928,700 Units (the " Option Units " and, together with the Firm Units, the " Offered Units ") on the same terms and conditions as the Firm Units, for the purpose of covering over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised, in whole or in part, and in one or more tranches, upon written notice to the Corporation by the Lead Underwriter, specifying the number of Option Units to be purchased, at any time and from time to time until and including the date that is 30 days after the Closing Date (as herein defined) (the " OverAllotment Option Expiry Date "). In the event and to the extent that the Underwriters exercise the OverAllotment Option, subject to the terms and conditions hereof, the Underwriters hereby severally, and not jointly, nor jointly and severally, agree to purchase from the Corporation on the same terms and conditions as the Firm Units the number of Option Units to which the Over-Allotment Option shall have been exercised in the respective percentages set forth in paragraph 15 hereof, and the Corporation hereby agrees to issue and sell such number of Option Units to the Underwriters at a purchase price of $0.70 per Option Units. The Underwriters shall not be under any obligation to purchase any of the Option Units prior to the exercise of the Over-Allotment Option.

As used in this Agreement, " Offered Units " means, together, the Firm Units and the Option Units (including the Unit Shares and Warrants underlying the Offering Units) and, unless the context requires

otherwise, all references herein to " Unit Shares " includes the Common Shares comprising the Firm Units and the Option Units. In addition, as used in this Agreement, " Warrants " includes the Warrants comprising the Firm Units and the Option Units, " Warrant Shares " includes the Common Shares issuable on exercise of the Warrants underlying the Firm Units and the Option Units and " Offering " shall include the issuance of the securities comprising the Firm Units and the Option Units.

The Corporation understands that although this offer for Offered Units is presented on behalf of the Underwriters as the purchaser, the Underwriters will have the right to solicit orders and obtain substituted purchasers (the " Substituted Purchasers ") for the Offered Units on behalf of the Corporation and the obligation of the Underwriters to purchase the Offered Units shall be reduced by the number of Offered Units purchased by the Substituted Purchasers. Notwithstanding anything to the contrary contained herein, all offers and sales of Offered Units in the United States were made and will be made in accordance with Schedule "A" hereto, which forms part of this Agreement and the terms and conditions of which are incorporated herein by reference.

The Underwriters, in accordance with Schedule "A", may arrange for Substituted Purchasers that are U.S. Accredited Investors (as defined in Schedule "A") to purchase Offered Units from the Corporation in the manner described in Schedule "A", and may otherwise offer and sell the Offered Units in the United States in accordance with Schedule "A". The Corporation and the Underwriters agree that any offers and sales or purchases of the Offered Units in the United States: (a) will be made exclusively by the Underwriters, or by or through its U.S. Affiliate (as such term is defined in Schedule "A"), in accordance with Schedule "A", which forms part of this Agreement (as defined herein); (b) will be conducted in such a manner so as not to require registration thereof under the U.S. Securities Act (as defined herein); and (c) when conducting such offers and sales the U.S. Affiliate shall be duly registered as a securities broker or dealer under the U.S. Exchange Act (as defined herein) and under the laws of each state in which such registration or qualification is required, and in compliance with all other United States federal and state securities laws as well as regulatory authority rules. For certainty, (i) all sales of Offered Units made pursuant to section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder shall be made directly by the Corporation to Substituted Purchasers, and (ii) all sales of Offered Units made pursuant to Rule 144A under the U.S. Securities Act shall be made by the Underwriters or by or through a U.S. Affiliate, in each case acting as principal.

In connection with the offering and sale of the Offered Units, the Underwriters shall be entitled to retain as sub-agents other registered securities dealers and may receive (for delivery to the Corporation at the Closing Time) subscriptions for Offered Units from other registered securities dealers. The fee payable to such subagents shall be for the account of the Underwriters and shall not exceed the fee payable to the Underwriters hereunder.

The Underwriters will offer the Offered Units initially at the offering price specified above. The Underwriters may subsequently reduce the price at which the Offered Units are offered from time to time in order to sell any Offered Units remaining unsold. Any such reduction shall not reduce the proceeds received by the Corporation in accordance with this Agreement (as herein defined).

1. Definitions

In this Agreement (this " Agreement "):

(a) " ABCA " means the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended, including the regulations promulgated thereunder;

(b) " AIF " means the annual information form of the Corporation dated March 14, 2022 for the year ended December 31, 2021;
(c) " Applicable Securities Laws " means, collectively, the Canadian Securities Laws and the U.S. Securities Laws;
(d) " ASC " means the Alberta Securities Commission;
(e) " Business Day " means a day which is not Saturday, Sunday or a legal holiday in Calgary, Alberta;
(f) " Canadian Securities Laws " means all applicable securities, corporate and other laws, rules, regulations, instruments, notices, blanket orders and policies in the Qualifying Provinces, including the policies of the Exchange;
(g) " Closing Date " means April 25, 2022 or such other date as the Lead Underwriter and the Corporation may agree in writing;
(h) " Closing Time " means 6:00 a.m. (Calgary time) on the Closing Date, or such other time as the Lead Underwriter and the Corporation may agree;
(i) " Corporation " means Cathedral Energy Services Ltd.;
(j) " Corporation's auditor " means KPMG LLP, chartered professional accountants, Calgary, Alberta, independent auditor of the Corporation;
(k) " Corporation's counsel " means DS Lawyers Canada LLP, or such other legal counsel as the Corporation, with the consent of the Underwriters, may retain;
(l) " Credit Agreement " means the amended and restated credit agreement dated effective February 10, 2022 between the Corporation, Cathedral Energy Services, Inc. and ATB Financial;
(m) " Documents " means, collectively, the documents incorporated by reference in the Prospectuses and any Supplementary Material including, without limitation:
(i) the AIF;
(ii) the Financial Statements;
(iii) the management's discussion and analysis of the financial condition and results of operations of the Corporation for the year ended December 31, 2021;
(iv) the information circular of the Corporation dated April 6, 2022 with respect to the annual meeting of the shareholders of the Corporation to be held on May 12, 2022;
(v) the material change report dated February 24, 2022 in respect of, inter alia , the U.S. Asset Acquisition and a concurrent non-brokered private placement;
(vi) any documents of the type required by NI 44-101 to be incorporated by reference in a short form prospectus, including any material change reports (excluding confidential reports), comparative interim financial statements, comparative

annual financial statements and the auditor's report thereon, management's discussion and analysis of financial condition and results of operations, information circulars, annual information forms and business acquisition reports filed by the Corporation with the Securities Commissions after the date of this Agreement and during the period of distribution;

(n) " Due Diligence Session " shall have the meaning set forth in paragraph 3(d) of this Agreement;
(o) " Exchange " means the Toronto Stock Exchange;
(p)
" Expiry Date " means the date that is 12 months from the Closing Date;
(q) " Final Receipt " means a receipt for the Prospectus issued in accordance with the Passport System;
(r) " Financial Statements " means the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2021 and 2020, together with the notes thereto and the independent auditor's report thereon;
(s) " Investor Rights Agreement " means the investor rights agreement dated July 22, 2021 between the Corporation and Precision Drilling Corporation;
(t) " Marketing Materials " has the meaning ascribed to such term in NI 41-101, including any template version, revised template version or limited use version thereof;
(u) " Material Agreements " means any contract or agreement pursuant to which the Corporation or a subsidiary thereof will, or may reasonably be expected to, result in a requirement to expend more than an aggregate of $2,000,000, or receive or be entitled to receive revenue of more than $2,000,000, in either case in the next 12 months, or is out of the ordinary course of business of the Corporation or a subsidiary thereof and includes, the Credit Agreement and the Investor Rights Agreement;
(v) " Material Subsidiaries " means Cathedral Energy Services, Inc. and any subsidiary of the Corporation or partnerships in which the Corporation has an interest, the total assets of which constitute more than 5% of the consolidated assets of the Corporation as at December 31, 2021 or the total revenues of which constitute more than 5% of the consolidated revenues of the Corporation for the three months ended December 31, 2021;
(w) " NI 41-101 " means National Instrument 41-101 of the Canadian Securities Administrators entitled " General Prospectus Requirement ", as amended or replaced;
(x) " NI 44-101 " means National Instrument 44-101 of the Canadian Securities Administrators entitled " Short Form Prospectus Distributions ", as amended or replaced;
(y) " NP 11-202 " means National Policy 11-202 of the Canadian Securities Administrators, entitled " Process for Prospectus Reviews in Multiple Jurisdictions ", as amended or replaced;
(z) " Over-Allotment Option Closing Date " means the date, which shall be a Business Day, as set out in the Over-Allotment Option Notice, or such other date as the parties hereto may

mutually agree upon in writing, provided that in no event shall the Over-Allotment Option Closing Date occur later than the Over-Allotment Option Expiry Date;

(aa) " Over-Allotment Option Closing Time " means 6:00 a.m. (Calgary time) on the OverAllotment Option Closing Date, or such other time as the Lead Underwriter and the Corporation may agree;
(bb) " Over-Allotment Option Notice " has the meaning set forth in paragraph Section 13(b) of this Agreement;
(cc) " Passport System " means the system and procedures for prospectus filing and review under Multilateral Instrument 11-102, entitled " Passport System " and NP 11-202;
(dd) " Preliminary Prospectus " means the preliminary short form prospectus of the Corporation to be dated April 8, 2022 and any amendments thereto, in respect of the distribution of the Offered Units, including the documents incorporated by reference therein;
(ee) " Preliminary Receipt " means a receipt for the Preliminary Prospectus issued in accordance with the Passport System;
(ff) " President's List Purchasers " means those persons, including but not limited to directors, officers, employees and other insiders (as such term is defined in the Securities Act (Alberta)), identified in writing by the Corporation to the Lead Underwriter in respect of the purchase by such persons of up to $8.5 million of Offered Units;
(gg) " Prospectus " means the (final) short form prospectus of the Corporation and any amendments thereto, in respect of the distribution of the Offered Units, including the documents incorporated by reference therein;
(hh) " Prospectuses " means, collectively, the Preliminary Prospectus and the Prospectus;
(ii) " Public Record " means all information filed by or on behalf of the Corporation and its predecessor entities with the Securities Commissions, including without limitation, the Documents, the Prospectuses, any Supplementary Material, any Marketing Materials and any other information filed with any Securities Commission in compliance, or intended compliance, with any Canadian Securities Laws;
(jj) " Qualifying Provinces " means each of the provinces of Canada except Quebec;
(kk) " Regulation D " means Regulation D adopted by the SEC under the U.S. Securities Act;
(ll) " Responses " means the written responses and any verbal responses provided by the Corporation, as given by any director or senior officer of the Corporation at a Due Diligence Session;
(mm) " Rule 144A " means Rule 144A adopted by the SEC under the U.S. Securities Act;
(nn) " SEC " means the United States Securities and Exchange Commission;

(oo) " Securities Commissions " means, collectively, the securities commissions or similar regulatory authorities in the Qualifying Provinces;
(pp) " Selling Dealer Group " means the dealers and brokers, other than the Underwriters who participate in the offer and sale of the Offered Units pursuant to this Agreement;
(qq) " Standard Term Sheets " has the meaning ascribed to such term in NI 41-101;
(rr) " subsidiary " has the meaning ascribed thereto in the ABCA and also includes any partnerships, joint ventures or trusts in which the Corporation has a 50% or greater interest or of which the Corporation or a subsidiary of the Corporation acts as general partner, trustee, administrator or manager;
(ss) " Supplementary Material " means, collectively, any amendment to the Preliminary Prospectus or Prospectus, any amended or supplemented Preliminary Prospectus or Prospectus or any ancillary material, information, evidence, return, report, application, statement or document which may be filed by or on behalf of the Corporation under the Canadian Securities Laws;
(tt) " Swaps " means any transaction which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross- currency rate swap transaction, currency option, forward sale, exchange traded futures contract or any other similar transaction (including any option with respect to any of these transactions or any combination of these transactions);
(uu) " Tax Act " means the Income Tax Act (Canada), together with any and all regulations promulgated thereunder, as amended from time to time;
(vv) " Undertaking " means the undertaking in favour of the Underwriters and the Corporation, pursuant to which a director or officer of the Corporation agrees to certain restrictions in respect of the disposition of any Common Shares held by it or its associates for a period of 90 days following the Closing Date;
(ww) " Underwriters' counsel " means Burnet, Duckworth & Palmer LLP, or such other legal counsel as the Underwriters, with the consent of the Corporation, may retain;
(xx) " U.S. Asset Acquisition " means the February 10, 2022 acquisition by the Corporation of certain assets located in the U.S.;
(yy) " United States " or " U.S. " means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;
(zz) " U.S. Exchange Act " means the United States Securities Exchange Act of 1934, as amended;
(aaa) " U.S. Placement Memorandum " means each of the preliminary and the final U.S. Placement Memorandum for the offering of the Offered Units in the United States, and any amendments thereto or amended and restated versions thereof. In addition, and for greater

certainty, references to the " preliminary U.S. Placement Memorandum " include any amendments thereto and/or amended and restated versions thereof;

(bbb) " U.S. Securities Act " means the United States Securities Act of 1933, as amended;
(ccc) " U.S. Securities Laws " means the United States federal securities laws, including the U.S. Securities Act and U.S. Exchange Act, and applicable state securities laws;
(ddd) " Warrant Indenture " means the warrant indenture to be dated the Closing Date providing for the issuance of Warrants to be entered into between the Corporation and Computershare Trust Company of Canada; and

"misrepresentation", "material change" and "material fact" shall have the meanings ascribed thereto under the Canadian Securities Laws; "distribution" means "distribution" or "distribution to the public", as the case may be, as defined under the Canadian Securities Laws of the Qualifying Provinces and "distribute" has a corresponding meaning; "knowledge", or variations thereof, means the actual knowledge or awareness, as of the date of this Agreement, of the Chief Executive Officer and the Chief Financial Officer of the Corporation about the facts or circumstances to which such phrase related, after due inquiry in consultation with the management of the Corporation, but does not include the knowledge or awareness of any other individual or any other constructive, implied or imputed knowledge. For greater certainty, the use of such terms will not create personal liability for such officers.

2. Underwriting Fee

In consideration for its services in underwriting the distribution of the Offered Units, the Corporation agrees to pay the Underwriters at the Closing Time a fee of $0.042 per Firm Unit, and at any Over-Allotment Option Closing Time a fee of $0.042 per Option Unit purchased, other than in respect of any sales made to President's List Purchasers, to which a fee of $0.021 per Firm Unit and Option Unit shall be payable (such fee payable to the Underwriters, the " Underwriting Fee "). The Underwriting Fee may, at the sole option of the Lead Underwriter upon providing notice to the Corporation prior to the Closing Date, be deducted from the aggregate gross proceeds of the sale of the Offered Units and withheld for the account of the Underwriters. For greater certainty, the services provided by the Underwriters in connection herewith will not be subject to the Goods and Services Tax (" GST ") provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that Canada Revenue Agency determines that GST is exigible on the Underwriting Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of the Underwriter. The Corporation also agrees to pay the Underwriters' expenses as set forth in Section 10 hereof.

3. Qualification for Sale

(a) The Corporation represents and warrants to the Underwriters that it is eligible to use the short form offering qualification system as described in NI 44-101 for the distribution of the Offered Units.
(b) The Corporation shall elect and comply in all material respects with the Passport System and shall:
(i) not later than 5:00 p.m. (Calgary time) on April 8, 2022 have prepared and filed under the Passport System the Preliminary Prospectus and other documents required under the Canadian Securities Laws with the Securities Commissions and designated the ASC as the principal regulator;

(ii) have obtained from the ASC a Preliminary Receipt dated April 8, 2022 evidencing that a receipt has been issued for the Preliminary Prospectus in each Qualifying Province;
(iii) forthwith after any comments with respect to the Preliminary Prospectus have been received from the Securities Commissions, but not later than 5:00 p.m. (Calgary time) on April 18, 2022 (or such later date as may be agreed to in writing by the Corporation and the Underwriters acting reasonably) have prepared and filed the Prospectus and other documents required under the Applicable Securities Laws with the Securities Commissions;
(iv) have obtained from the ASC a Final Receipt dated not later than April 18, 2022 (or such later date as may be agreed in writing between the Corporation and the Underwriters acting reasonably) evidencing that a receipt has been issued for the Prospectus in each Qualifying Province, or otherwise obtained a receipt for the Prospectus from each of the Securities Commissions;
(v) until the completion of the distribution of the Offered Units, promptly take all additional steps and proceedings that from time to time may be required under the Canadian Securities Laws in each Qualifying Province to continue to qualify the Offered Units for distribution or, in the event that the Offered Units have, for any reason, ceased to so qualify, to again qualify the Offered Units for distribution;

and shall have otherwise fulfilled all legal requirements to enable the Offered Units to be offered and sold to the public in each of the Qualifying Provinces through the Underwriters or any other investment dealer or broker registered in the applicable Qualifying Province.

(c) Prior to the filing of the Prospectuses and, during the period of distribution of the Offered Units, prior to the filing with any Securities Commissions of any Supplementary Material or any documents incorporated by reference in the Prospectuses or any Supplementary Material after the date hereof, the Corporation shall have allowed the Underwriters and the Underwriters' counsel to participate fully in the preparation of, and to approve the form of, such documents (including the U.S. Placement Memorandum) and to have reviewed any documents incorporated by reference therein (such approval or review not to be unreasonably withheld or delayed).
(d) During the period from the date hereof until completion of the distribution of the Offered Units, the Corporation shall allow the Underwriters to conduct all due diligence which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to responsibly execute the certificates required to be executed by them in the Prospectuses or in any Supplementary Material. Without limiting the generality of the foregoing, the Corporation shall make available its senior management and audit committee and use its commercially reasonable efforts to make available its legal counsel and auditor, to answer any questions which the Underwriters may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (the " Due Diligence Session "). The Underwriters shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide written responses to such questions, and shall use commercially reasonable efforts to have its legal counsel and auditor, provide written responses to such questions, in advance of the Due Diligence Session.

(e) To the extent within its control, the Corporation shall take or cause to be taken such action as is necessary to permit the Offered Units to be offered and sold in accordance with Schedule "A" hereto, in transactions exempt from the registration requirements of the U.S. Securities Act.
(f) During the period from the date hereof until completion of the distribution of the Offered Units:
(i) the Corporation, acting reasonably, shall prepare, in consultation with the Lead Underwriter, and approve in writing, prior to such time Marketing Materials are provided to potential investors in Offered Units, a template version of any Marketing Materials reasonably requested by the Lead Underwriter to be provided to any such potential investor, such Marketing Materials to comply with Canadian Securities Laws and to be acceptable in form and substance to the Lead Underwriter and its counsel, acting reasonably. The Lead Underwriter shall approve a template version of any such Marketing Materials in writing prior to such time such Marketing Materials are provided to potential investors in Offered Units. The Corporation shall file a template version of such Marketing Materials with the Securities Commissions as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Lead Underwriter, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Units, and such filing shall constitute the Lead Underwriter's authority to use such Marketing Materials in connection with the offering of the Offered Units. The Corporation shall cause to be provided to the Lead Underwriter such number of commercial copies of any such Marketing Materials as the Lead Underwriter may reasonably request, at the time and at those delivery points as the Lead Underwriter may reasonably request. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. The Corporation shall prepare and file with the Securities Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Units where required under Canadian Securities Laws;
(ii) the Corporation, and the Underwriters, on a several basis, covenant and agree:
- (A) not to provide any potential investor in Offered Units in Canada with any Marketing Materials unless a template version of such Marketing Materials has been (I) approved in writing by the Corporation and the Lead Underwriter, and (II) filed by the Corporation in accordance with this Subsection 3(f) with the Securities Commissions, on or before the day such Marketing Materials are first provided to any potential investor of Offered Units;
- (B) not to provide any potential investor in Offered Units in Canada with any materials or information in relation to the distribution of the Offered Units or the Corporation other than: (I) such Marketing Materials that have been approved and filed in accordance with this Subsection 3(e); (II) the

Prospectuses and (III) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter; and

(C) that any Marketing Materials approved and filed in accordance with this Subsection 3(f) and any Standard Term Sheets shall only be provided to potential investors in the Qualifying Provinces.
(g) The Corporation shall take or cause to be taken all such other steps and proceedings, including fulfilling all legal, regulatory and other requirements, as required under Applicable Securities Laws to qualify the Offered Units for distribution to the public in the Qualifying Provinces and, if requested by the Underwriters, to permit the Offered Units to be offered and sold in the United States, to the extent within the control of the Corporation, in transactions exempt from the registration requirements of the U.S. Securities Act and, subject to Section 19(iv), internationally as permitted under applicable laws, provided that the Corporation shall not be required to file a prospectus or similar document or make any material filing or consent to service in any international jurisdiction outside of Canada or the United States.

4. Delivery of Prospectuses and Related Documents

The Corporation shall deliver or cause to be delivered, without charge to the Underwriters and the Underwriters' counsel the documents set out below at the respective times indicated:

(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus and the Prospectus, signed as required by the Canadian Securities Laws;
(ii) copies of the preliminary U.S. Placement Memorandum and the final U.S. Placement Memorandum; and
(iii) upon request from the Underwriters, copies of any documents incorporated by reference therein which have not been previously delivered to the Underwriters;
(b) as soon as they are available, upon request from the Underwriters, copies of any Supplementary Material, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Underwriters;
(c) prior to the filing of the Prospectus with the Securities Commissions, a "comfort letter" from the Corporation's auditor, dated the date of the Prospectus, addressed to the Underwriters and reasonably satisfactory in form and substance to the Underwriters and the Underwriters' counsel, acting reasonably, to the effect that it has carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation and have found such information and percentages to be in agreement, which comfort letter shall be based on the Corporation's auditor's review having a cut-off date of not more than two Business Days prior to the date of the Prospectus; and

(d) prior to the filing of the Prospectus with the Securities Commissions, copies of correspondence indicating that the Exchange has conditionally accepted the Offering, including the listing of the Unit Shares and Warrant Shares, subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Exchange.

Comfort letters similar to the foregoing shall be provided to the Underwriters with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Underwriters for their signature or, if the Underwriters' signatures are not required, at the time the same is filed with the Securities Commissions. All such letters shall be in form and substance acceptable to the Underwriters and the Underwriters' counsel, acting reasonably.

The deliveries referred to in paragraphs 4(a) and (b) shall also constitute the Corporation's consent to the use by the Underwriters, the U.S. broker-dealer affiliates or chaperones of the Underwriters and other members of the Selling Dealer Group of the Documents, the Prospectuses, the U.S. Placement Memorandum and any Supplementary Material in connection with the offering and sale of the Offered Units.

5. Commercial Copies

(a) The Corporation shall, upon request from the Underwriters, as soon as reasonably practicable but in any event not later than 4:00 p.m. (local time at the place of delivery) on the Business Day following the date of the filing of the Preliminary Prospectus or the Prospectus, as the case may be, with the Securities Commissions, and no later than noon (local time) on the Business Day after the execution of any Supplementary Material in connection with the Prospectuses, cause to be delivered to the Underwriters, without charge, commercial copies of the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum (other than the preliminary U.S. Placement Memorandum) and such Supplementary Material in such numbers and in such cities as the Underwriters may reasonably request by written instructions to the Corporation, the Corporation's counsel or the printer thereof given no later than the time when the Corporation authorizes the printing of the commercial copies of such documents; and
(b) The Corporation shall cause to be provided to the Underwriters such number of copies of any documents incorporated by reference in the Preliminary Prospectus, the Prospectus or any Supplementary Material as the Underwriters may reasonably request.

6. Material Changes and Other Covenants

(a) During the period of distribution of the Offered Units, the Corporation will promptly inform the Underwriters in writing of the full particulars of the occurrence or discovery of:
(i) any material change (actual, anticipated or threatened) in or affecting the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation and its subsidiaries, taken as a whole;
(ii) any change in any material fact contained or referred to in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material or any Marketing Materials; and
(iii) a fact or event, which, in any such case, is, or may be, of such a nature as to:

(A) render the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material or any Marketing Materials untrue, false or misleading in any material respect;
(B) result in a misrepresentation in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material or any Marketing Materials; or
(C) result in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material or any Marketing Materials not complying in any material respect with the Applicable Securities Laws,

provided that if the Corporation is uncertain as to whether a material change, change, fact or event of the nature referred to in this paragraph has occurred or been discovered, the Corporation shall promptly inform the Underwriters of the full particulars of the occurrence or discovery giving rise to the uncertainty and shall consult with the Underwriters as to whether the occurrence is of such nature prior to making any filing referred to in paragraph 6(c).

(b) During the period of distribution of the Offered Units, the Corporation will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission, the SEC or other securities commission or similar regulatory authority for any amendment to, or to suspend or prevent the use of, the Preliminary Prospectus, the Prospectus the U.S. Placement Memorandum, or any other part of the Public Record, or for any additional information of a material nature;
(ii) the issuance by any Securities Commission, the SEC or other securities commission or similar regulatory authority, the Exchange or any other stock exchange or any other competent authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; or
(iii) the receipt by the Corporation of any communication from any Securities Commission, the SEC or other securities commission or similar regulatory authority, the Exchange, any other stock exchange or any other competent authority relating to the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any other part of the Public Record, or the distribution of the Offered Units.
(c) The Corporation will promptly comply to the reasonable satisfaction of the Underwriters and the Underwriters' counsel with Applicable Securities Laws with respect to any material change, change, fact or event of the nature referred to in paragraphs 6(a) or (b) above and the Corporation will prepare and file promptly at the Underwriters' request, acting reasonably, any amendment to the Prospectuses, the U.S. Placement Memorandum, Supplementary Material or Marketing Materials as may be required under Applicable Securities Laws; provided that the Corporation shall have allowed the Underwriters and the Underwriters' counsel to participate fully in the preparation of any Supplementary Material, to have reviewed any other documents incorporated by reference therein and to

conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to responsibly execute the certificate required to be executed by them in, or in connection with, any Supplementary Material. The Corporation shall further promptly deliver to the Underwriters and the Underwriters' counsel a copy of each Supplementary Material as filed with the Securities Commissions, and of comfort letters with respect to each such Supplementary Material substantially similar to those referred to in Section 4 above.

(d) During the period of distribution of the Offered Units, the Corporation will promptly provide to the Underwriters, for review on a confidential basis by the Underwriters and the Underwriters' counsel, prior to filing with the Securities Commissions or issuance:
(i) any financial statement or management's discussion and analysis of the Corporation;
(ii) any proposed document, including without limitation any amendment to the AIF, new annual information form, material change report, interim report, Marketing Materials or information circular, which may be incorporated, or deemed to be incorporated, by reference in the Prospectuses;
(iii) any press release of the Corporation; and
(iv) any Supplementary Material or amendment to the U.S Private Placement Memorandum,

subject in all cases to the Corporation's filing timelines imposed by Applicable Securities Laws and the Corporation's obligation to make timely disclosure of material information under Applicable Securities Laws.

(e) The Corporation shall use commercially reasonable efforts to obtain a duly executed Undertaking from each of its directors and officers.

7. Representations and Warranties of the Corporation

(a) Each delivery of the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material pursuant to Section 4 above or any Marketing Materials pursuant to Subsection 3(e) above shall constitute a representation and warranty to the Underwriters by the Corporation (and the Corporation hereby acknowledges that the Underwriters are relying on such representations and warranties in entering into this Agreement) that:
(i) all of the information and statements (except information and statements relating solely to an Underwriter and furnished to the Corporation by such Underwriter expressly for inclusion in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, Supplementary Material or Marketing Materials, as applicable) contained in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material or any Marketing Materials, as applicable, including, without limitation, the documents incorporated by reference, as the case may be:

  - (A) are at the respective dates of such documents, true and correct in all material respects;

  - (B) contain no misrepresentation; and

  - (C) constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Units;

(ii) the Preliminary Prospectus, the Prospectus, any Supplementary Material and any Marketing Materials, as applicable, including, without limitation, the documents incorporated by reference therein, as the case may be, comply in all material respects with the Canadian Securities Laws, including without limitation NI 44101, and the U.S. Placement Memorandum and, to the extent applicable, any related Supplementary Material, complies as to form in all material respects with the U.S. Securities Act and applicable state securities laws;
(iii) there has been no intervening material change (actual, proposed or prospective, whether financial or otherwise), from the date of the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material and any Marketing Materials to the time of delivery thereof, in the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations, or ownership of the Corporation and its subsidiaries, taken as a whole, or their properties or assets.
(b) In addition to the representations and warranties contained in paragraph (a) hereof, the Corporation represents and warrants to the Underwriters (and the Corporation acknowledges that the Underwriters are relying upon such representations and warranties in entering into this Agreement) that:
(i) each of the Corporation and each of the Material Subsidiaries has been duly incorporated or formed and organized and is valid and subsisting under the laws of the jurisdiction of its incorporation or formation, as the case may be, and has all requisite corporate, capacity, power and authority to carry on its business, as now conducted and as presently proposed to be conducted by it, and to own, lease and operate its properties and assets;
(ii) each of the Corporation and each of the Material Subsidiaries is qualified to carry on business under the laws of each jurisdiction in which it carries on its business;
(iii) other than Cathedral Energy Services, Inc., the Corporation has no other subsidiaries, and the Corporation is not "affiliated" with or a "holding corporation" of any other body corporate (within the meaning of those terms in the ABCA), nor is it a partner of any partnerships or limited partnerships, and the Corporation has no material shareholdings in any other corporation or business organization;
(iv) the Corporation has full corporate power and authority to issue the Offered Shares and Offered Warrants comprising the Offered Units and, at the Closing Date, the Unit Shares, the Warrants and the Warrant Shares will have been duly and validly authorized and reserved for issuance and (when issued in accordance with this Agreement and the Warrant Indenture, as applicable), will be duly and validly authorized and, in respect of the Warrants, created and, upon receiving full

payment therefore: (i) the Unit Shares will be validly issued as fully paid and nonassessable; (ii) the Warrant Shares when issued upon due exercise of the Warrants, including receipt by the Corporation of the exercise price in respect thereof, will be issued as fully paid and non-assessable, and in each case will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;

(v) the Corporation is not in default or breach of this Agreement, and the execution and delivery of, and the performance of and compliance with the terms of each of, this Agreement, the Warrant Indenture and the performance of any of the transactions contemplated hereby and thereby by the Corporation, do not and will not result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of, or constitute a default under, any applicable laws, or any term or provision of the articles, by laws or other constating documents or resolutions of the directors (or any committee thereof) or shareholders of the Corporation, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound (including the Investor Rights Agreement), or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), or condition (financial or otherwise) or results of operations of the Corporation (taken as a whole);
(vi) the Corporation has full corporate power and authority to enter into this Agreement and, on or prior to the Closing Time, will have full corporate power and authority to enter into the Warrant Indenture, and to perform its obligations set out herein and therein, and this Agreement has been, and the Warrant Indenture will be on or before the Closing Date, duly authorized, executed and delivered by the Corporation and this Agreement creates, and the Warrant Indenture upon the due authorization, execution and delivery thereof will, create legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms subject to the general qualifications that:
(A) enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally;
(B) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court;
(C) the courts in Canada having jurisdiction may have equitable or statutory powers to stay proceedings before them and the execution of judgments;
(D) rights to indemnity, contribution and waiver hereunder may be limited or unavailable under applicable law;
(E) the applicable laws regarding limitation of actions;

(F) the enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document would be determined only in the discretion of the court;
(G) the enforceability of the provisions exculpating a party from liability or duty otherwise owed by it to another and certain remedial terms and waivers of equitable defences provided for in such agreement or other document may be limited under applicable law;
(H) the requirement of a court that the discretionary powers expressed to be conferred on any party to such agreement, indenture or other document to be exercised reasonably and in good faith notwithstanding any provisions to the contrary and the possibility that such court may decline to accept as conclusive factual or legal determinations described as conclusive therein; and
(I) the fact that costs of and incidental to all proceedings authorized to be taken in court are in the discretion of the court and that the court has full power to determine by whom and to what extent such costs shall be paid;
(vii) other than as set forth in the Public Record there has not been any material change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation, on a consolidated basis, from the position set forth in the Documents and there has not been any adverse material change in the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), or condition (financial or otherwise) or results of the operations of the Corporation since December 31, 2021; and since that date there have been no material facts, transactions, events or occurrences which could reasonably be expected to materially adversely affect the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), or condition (financial or otherwise) of the Corporation (taken as a whole) or results of the operations of the Corporation (taken as a whole) which have not been disclosed in the Prospectuses;
(viii) the Financial Statements fairly present, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (" IFRS "), consistently applied, the financial position and condition and the results of operations of the Corporation and its subsidiaries on a consolidated basis at the dates thereof and the cash flows and results of the operations of the Corporation and its subsidiaries on a consolidated basis for the periods then ended and reflect, in accordance with IFRS, all assets, liabilities and obligations (absolute, accrued, contingent or otherwise) of the Corporation and its subsidiaries on a consolidated basis as at the dates thereof;
(ix) the Corporation has not completed any "significant acquisitions" nor are there any proposed significant acquisitions that would require, pursuant to NI 44-101, any financial statements or pro forma financial statements in respect thereof to be included in the Prospectuses;

(x) there are no actions, suits, proceedings or inquiries in existence or, to the Corporation's knowledge, pending or threatened, against or affecting the Corporation or any subsidiary at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which in any way materially adversely affects, or may in any way materially adversely affect, the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation or its subsidiaries or its properties or assets or which affects or may affect the distribution of the Offered Units and the Corporation is not aware of any existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success;
(xi) no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or body or regulatory authority in Canada is required except such as shall have been made or obtained at or before the Closing Time for the execution, delivery and performance by the Corporation of its obligations under this Agreement, the sale of the Offered Units or any future issuance of Warrant Shares and the consummation by the Corporation of the transactions contemplated herein, other than the payment of fees and filing of forms required to be made under Applicable Securities Laws in Canada following the Closing Time;
(xii) neither the Corporation nor any subsidiary of the Corporation is a party to or bound by any agreement of guarantee (other than inter-company guarantees) or indemnification (other than an indemnification of directors and officers in accordance with indemnity agreements and the bylaws of the Corporation or its subsidiaries and applicable laws and other indemnities given in transfer agency and credit borrowing agreements (including the Credit Agreement) or any other like commitment, agency or underwriting agreements, confidentiality agreements, and in connection with master services agreements or other operating or similar agreements entered into in the ordinary course of business) of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person, other than as previously disclosed in the Public Record;
(xiii) except as disclosed in the Public Record, neither the Corporation nor any subsidiary of the Corporation has any loans or other indebtedness outstanding which have been made to or from any of its shareholders, officers, directors or employees or any other person not dealing at arm's length with the Corporation or its subsidiaries that are currently outstanding;
(xiv) the information and statements set forth in the Public Record, as it relates to the Corporation, were, in all material respects, true, correct, and complete and did not contain any misrepresentation, as of the respective dates of such information or statements, and the Corporation has not filed any confidential material change reports which continue to be confidential;
(xv) as at the date hereof, the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares issuable in series, of which, 100,318,597 Common Shares of the Corporation only

are outstanding, all of which shares are validly issued as fully paid and nonassessable;

(xvi) as at the date hereof, other than options to purchase 6,835,368 Common Shares held by directors, officers, employees and consultants of the Corporation, warrants to purchase 2,575,000 Common Shares, as may be required under the Investor Rights Agreement and pursuant to the Offering, no person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of the Corporation or has any agreement, warrant, option, right or privilege (whether preemptive or contractual) being or capable of becoming an agreement for the purchase, subscription or issuance of any unissued securities (including convertible securities) of the Corporation;
(xvii) the Corporation is the legal and beneficial owner of all the outstanding shares of each of its subsidiaries, no other person, firm, corporation or other entity holds any interest in any of the subsidiaries or holds any securities convertible or exchangeable for any shares or other securities in any of the subsidiaries or, to the knowledge of the Corporation, any other interest in the subsidiaries, or has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement for the purchase, subscription or issuance of any of the issued or unissued securities of any of the subsidiaries;
(xviii) each of the Corporation and its subsidiaries has duly and on a timely basis filed all tax returns required to be filed by it, has paid all taxes due and payable by it and has paid all assessments and reassessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by it and which are claimed by any governmental authority to be due and owing except to the extent that any failure to file or make payment referred to above in this subparagraph does not have a material adverse effect on the Corporation as a whole, and adequate provision has been made in the Financial Statements for taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Corporation or any subsidiary of the Corporation and, to the knowledge of the Corporation as of the date of this Agreement, there are no actions, suits, proceedings, investigations or claims threatened or pending against the Corporation or any subsidiary of the Corporation in respect of taxes, governmental charges or assessments or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority; and the Corporation has withheld and collected all amounts required by all applicable laws to be withheld or collected by it on account of taxes and has remitted all such amounts to the appropriate governmental authority;
(xix) all filings by the Corporation and any of its subsidiaries, pursuant to which the Corporation or any of its subsidiaries has received or is entitled to receive government incentives, have been made in accordance with, and in all material respects, all applicable legislation and other requirements relating thereto and contained no misrepresentations of material fact nor omitted to state a material fact which could cause any amount previously paid to the Corporation or its subsidiaries or previously accrued on the accounts thereof to be recovered or disallowed;

(xx) the issued and outstanding Common Shares are listed and posted for trading on the Exchange and the Corporation is in compliance with the by-laws, rules and regulations of the Exchange in all material respects;
(xxi) the minute books of the Corporation are, in all material respects, true and correct and contain the minutes of all meetings and all the resolutions of directors (and all committees thereof), shareholders and members thereof, and the minute books of each of the Material Subsidiaries are true and correct in all material respects;
(xxii) the definitive form of certificate representing the Common Shares is, and the definitive form of certificate representing the Warrants will be prior to the Closing Time, in due and proper form under the laws governing the Corporation and in compliance with the requirements of the Exchange;
(xxiii) other than capital leases entered into in the ordinary course of business, each of the Corporation and each Material Subsidiary has good and marketable title to its assets and properties, and, except for encumbrances pursuant to the Credit Agreement and for encumbrances which would not have a material adverse effect on the Corporation taken as a whole, the Corporation and the Material Subsidiaries hold such assets and properties free and clear of all liens, charges, encumbrances and security interests of any nature or kind, all as described in the Prospectuses;
(xxiv) the Corporation is a "reporting issuer" in each of the provinces of Canada within the meaning of the Applicable Securities Laws in such provinces and is not in material default of any requirements of Canadian Securities Laws thereof;
(xxv) Computershare Trust Company of Canada at its principal offices in the city of Calgary is the duly appointed registrar and transfer agent of the Corporation with respect to the Common Shares and Computershare Trust Company of Canada, at its principal offices in the City of Calgary, Alberta will, on the Closing Date, be the warrant agent for the Warrants;
(xxvi) each of the Corporation and each Material Subsidiary has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations and, in particular, all applicable licensing and environmental legislation, regulations or by laws or other lawful requirement of any governmental or regulatory bodies applicable to it of each jurisdiction in which it carries on business and holds all licences, registrations and qualifications in all jurisdictions in which it carries on business which are necessary or desirable to carry on its business, as now conducted and as presently proposed to be conducted, and all such licenses, registrations or qualifications are valid and existing and in good standing and none of such licenses, registrations or qualifications contains any burdensome term, provision, condition or limitation which has or is likely to have any material adverse effect on the business of the Corporation (taken as a whole), as now conducted or as proposed to be conducted, and the Corporation is not aware of any legislation, regulation, rule or lawful requirements presently in force or proposed to be brought into force with which the Corporation anticipates that the Corporation or a Material Subsidiary will be unable to comply without a material adverse effect on the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise) or results of operations of the Corporation (taken as a whole);

(xxvii) to the knowledge of the Corporation, no processes or equipment used or proposed to be used or manufactured by or for the benefit of the Corporation or any Material Subsidiary or that may be utilized by any of them in such connection infringe, or will infringe, any existing or pending patent or other intellectual property rights of any person;
(xxviii) except to the extent that any violation or other matter referred to in this subparagraph does not have a material adverse effect on the Corporation as a whole, in respect of each of the Corporation and its subsidiaries:
(A) it is not in violation of any applicable federal, provincial, municipal, state or local laws, regulations, orders, government decrees or ordinances with respect to environmental, health or safety matters (collectively, " Environmental Laws ");
(B) it has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;
(C) there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by the Corporation or its subsidiaries that have not been remedied in all material respects;
(D) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Corporation or any of its subsidiaries;
(E) it has not failed to report to the proper federal, provincial, municipal, state or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign (" Governmental Authorities ") the occurrence of any event which is required to be so reported by any Environmental Law; and
(F) it holds all licenses, permits and approvals required under any Environmental Laws in connection with the operation of its business and the ownership and use of its assets, all such licenses, permits and approvals are in full force and effect, and except for notifications and conditions of general application to its assets, it has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto, or that any license, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated.
(xxix) to the Corporation's knowledge, information and belief, any and all operations of the Corporation have been conducted in accordance with good oilfield industry practices, except where the lack of or lesser standard of such conduct would not have a material adverse effect on the business of the Corporation;

(xxx) no Securities Commission, the SEC or other securities commission or similar regulatory authority, the Exchange or other exchange in Canada or the United States has issued any order preventing or suspending trading of any securities of the Corporation, and the Corporation is not in default of any requirement of Applicable Securities Laws that has or is reasonably likely to have a material adverse effect on this offering or the Corporation;
(xxxi) based upon representations made by the Corporation's auditors, KPMG LLP are independent chartered professional accountants with respect to the Corporation as required by Applicable Securities Laws;
(xxxii) there has not been any reportable event (within the meaning of National Instrument 51-102 of the Canadian Securities Administrators) with the Corporation's auditors;
(xxxiii) the Corporation has the necessary power and authority to execute and deliver the Prospectuses and all requisite action will be taken by the Corporation to authorize the execution and delivery by it of the Prospectuses prior to the filing thereof with the Securities Commissions;
(xxxiv) the attributes and characteristics of the Offered Units conform in all material respects to the attributes and characteristics thereof described in the Prospectuses;
(xxxv) the books of account and other records of each of the Corporation and the Material Subsidiaries, whether of a financial or accounting nature or otherwise, have been maintained in accordance with prudent business practices;
(xxxvi) to the knowledge of the Corporation, no insider of the Corporation has a present intention to sell any securities of the Corporation held by it;
(xxxvii)other than (A) this Agreement; (B) the Credit Agreement; (C) the Investor Rights Agreement; and (D) any management services agreements entered into between the Corporation and any of the top 10 customers of the Corporation, as disclosed in the Responses, there are no Material Agreements to which the Corporation is a party or by which it is bound;
(xxxviii) each of the Material Agreements is a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms subject to the qualifications set forth in paragraph 7(b)(vii), as applicable, and the Corporation is in compliance in all material respects with the terms of the Material Agreements except where such non-compliance, in the aggregate, would not have a material adverse effect on the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or the results of the operations of the Corporation and the Corporation is not aware of any default or breach of a material nature under any Material Agreements by any other party thereto;
(xxxix) except as described in the Documents or set forth in the Public Record, neither the Corporation nor any Material Subsidiary is a party to any contracts of employment with the executive officers of the Corporation which may not be terminated on one month's notice or which provide for payments occurring on a change of control of the Corporation;

(xl) the Corporation has no Swaps outstanding;
(xli) the Corporation has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder's fees, agents' commission or other forms of compensation with respect to the transactions contemplated herein for which the Corporation will have any liability or obligation except as provided herein;
(xlii) no person is entitled to royalties or other interests in any revenue of the Corporation or any subsidiary of the Corporation whether derived from the utilization of any intellectual or proprietary information or equipment of the Corporation or any subsidiary of the Corporation or otherwise;
(xliii) the Corporation does not have in place a shareholder rights protection plan;
(xliv) to the knowledge of the Corporation, none of its directors or officers are subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;
(xlv) the Corporation is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which it is engaged; all policies of insurance insuring the Corporation or its business, assets, employees, officers and directors are in full force and effect, except where the failure to be in full force and effect would not have an adverse material effect on the business, operations, capital or condition (financial or otherwise) of the Corporation or its properties or assets; in the last twelve months the Corporation has not made any material claim on any policy of insurance or been refused any insurance coverage sought or applied for;
(xlvi) except for the Investor Rights Agreement, neither the Corporation nor, to its knowledge, any of its shareholders is a party to any unanimous shareholders agreement, pooling agreement, voting trust or other similar type of arrangements in respect of outstanding securities of the Corporation;
(xlvii) all material bonuses, commissions, salaries and other amounts owing to employees are reflected and have been accrued in the books of account of the Corporation;
(xlviii) except as disclosed in the Public Record, none of the directors, officers or employees of the Corporation, or any person who owns, directly or indirectly, more than 10% of any class of securities of the Corporation, or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any material transaction or any proposed material transaction with the Corporation which, as the case may be, materially affects, is material to, or will materially affect the Corporation;
(xlix) the Responses will be true and correct in all material respects where they relate to matters of fact, and as at the time such responses are given and such responses, taken as a whole, shall not omit any fact or information necessary to make any of the responses not misleading in light of the circumstances in which such responses were given, and the Corporation and its directors and officers will have responded in a thorough and complete fashion. Where the Responses reflect the opinion or

view of the Corporation or its directors or officers (including Responses or portions thereof which are forward-looking or otherwise relate to projections, forecasts or estimates of future performance or results (operating, financial or otherwise)) (" Forward-looking Statements "), such opinions or views are subject to the qualifications and provisions set forth in the Responses and will be honestly held and believed to be reasonable at the time they are given; provided, however, it shall not constitute a breach of this paragraph solely if the actual results vary or differ from those contained in the Forward-looking Statements;

(l) each of the Corporation and its subsidiaries possesses such permits, licenses, approvals, consents and other authorizations (collectively, " Governmental Licenses "), issued by Governmental Authorities necessary to conduct the business as now operated by it, except in each case where the failure to so possess would not, individually or in the aggregate, have a material adverse effect on the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise) or results of operations of the Corporation and its subsidiaries (taken as a whole), and all such Governmental Licenses are valid and existing and in good standing, except where the failure to be valid and existing and in good standing would not, individually or in the aggregate, have a material adverse effect on the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise) or results of operations of the Corporation and its subsidiaries (taken as a whole). Each of the Corporation and each of its subsidiaries is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply would not, individually or in the aggregate, have a material adverse effect on the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise) or results of operations of the Corporation and its subsidiaries (taken as a whole);
(li) except for such matters as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise) or results of operations of the Corporation and its subsidiaries (taken as a whole), (i) each of the Corporation and each of its subsidiaries is in compliance with the provisions of all applicable federal, provincial, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours (collectively, " Employment Laws "), (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing or, to the knowledge of the Corporation, pending or threatened, and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing or, to the knowledge of the Corporation, pending or threatened, with any employee of the Corporation or its subsidiaries and, to the knowledge of the Corporation, none has occurred during the past year, and (iii) no union has been accredited or otherwise designated to represent any employees of the Corporation or its subsidiaries and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation or its subsidiaries and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the facilities of the Corporation or its subsidiaries and none is currently being negotiated by the Corporation or its subsidiaries;

(lii) (A) the Corporation owns all rights in or has obtained or can acquire on reasonable terms valid and enforceable licenses or other rights to use the patents, patent applications, inventions, copyrights, know how (including trade secrets and other proprietary or confidential information), trademarks (both registered and unregistered), trade names or any other intellectual property (collectively, " Intellectual Property ") which is used for the conduct of the Corporation's business as now operated, free and clear of any liens, charges, encumbrances and security interests or other adverse claims or interest of any kind or nature affecting the assets of the Corporation, other than encumbrances pursuant to the Credit Agreement; and (B) to the knowledge of the Corporation, there is no infringement by third parties of any Intellectual Property owned, licensed or commercialized by the Corporation;
(liii) the Corporation maintains a system of internal control over financial reporting that is designed by its Chief Executive Officer and Chief Financial Officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Corporation is not aware of any material weaknesses in its internal controls over financial reporting. The Corporation maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information required to be disclosed by the Corporation under the Applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified under the Applicable Securities Laws and that information required to be disclosed by the Corporation under the Applicable Securities Laws is accumulated and communicated to the Corporation's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure;
(liv) neither the Corporation nor any of the Material Subsidiaries is in default or breach of any real property lease, and neither the Corporation nor any of the Material Subsidiaries has received any notice or other communication from the owner or manager of any real property subject to such real property lease that any of such persons is not in compliance with any such real property lease, and to the knowledge of the Corporation, no such notice or other communication is pending or has been threatened, except in each case where such default, breach or noncompliance would not have a material adverse effect on the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise) or results of operations of the Corporation and the Material Subsidiaries (taken as a whole);
(lv) subject to applicable laws and Credit Agreement, the Corporation is not currently prohibited, directly or indirectly, from paying dividends, from making distributions on its Common Shares, or from paying any interest or repaying any loans, advances or other indebtedness of the Corporation;
(lvi) the Corporation has no liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Documents, other than liabilities, obligations, or indebtedness or commitments (i) incurred in the normal course of business; or (ii) which would not have a material adverse effect on the Corporation;

(lvii) neither the Corporation nor any of its subsidiaries, nor, to the knowledge of the Corporation, any director, officer, agent, employee, or other person acting on behalf of the Corporation or any of its subsidiaries, has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic governmental official from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or any other law, rule or regulation of similar purpose and scope; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment; and
(lviii) to the knowledge of the Corporation, the Public Record accurately discloses material impacts of the novel coronavirus disease outbreak (" COVID-19" ) on the Corporation. The Corporation has been monitoring the COVID-19 outbreak and the potential impact at all of its operations and has used reasonable commercial efforts to put appropriate control measures in place to, in good faith and based on its judgment at the relevant time, minimize the risk to the wellness of all of its employees while continuing to operate.

8. Indemnity

(a) The Corporation (the " Indemnifying Party ") shall indemnify and save the Underwriters, and each of the Underwriters' agents, directors, officers, shareholders and employees (each an " Indemnified Person " and collectively, the " Indemnified Persons ") harmless against and from all liabilities, claims, actions, suits, investigations, proceedings (collectively, the " Proceedings ") and all demands, losses (other than losses of profit), costs (including, without limitation, reasonable legal fees and disbursements on a full indemnity basis), damages and expenses (collectively, the " Liabilities ") to which the Indemnified Persons, or any of them may be subject or which the Indemnified Persons, or any of them may suffer or incur, whether under the provisions of any statute or otherwise (including, without limitation, any amounts paid in settlement of any Proceeding), in any way caused by, or arising directly or indirectly from or in consequence of:
(i) any information or statement contained in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material, any Marketing Materials or in any other document or material filed or delivered by or on behalf of the Corporation pursuant hereto (other than any information or statement relating solely to an Underwriter and furnished to the Corporation in writing by such Underwriter expressly for inclusion in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material, any Marketing Materials or such other document or material) which is or is alleged to be untrue or any omission or alleged omission to provide any information or state any fact (other than any information or fact relating solely to an Underwriter and furnished to the Corporation in writing by such Underwriter expressly for inclusion in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material, any Marketing Materials or such other document or material) the omission of which makes or is alleged to make any such information or statement untrue or misleading in light of the circumstances in which it was made;

(ii) any misrepresentation or alleged misrepresentation (except a misrepresentation which is based upon information relating solely to an Underwriter and furnished to the Corporation in writing by such Underwriter expressly for inclusion in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material, any Marketing Materials or any document or other part of the Public Record) contained in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Materials, any Marketing Materials or in any other document or any other part of the Public Record filed by or on behalf of the Corporation;
(iii) any prohibition or restriction on trading in the securities of the Corporation or any prohibition or restriction affecting the distribution of the securities comprising the Offered Units imposed by any competent authority if such prohibition or restriction is based on any misrepresentation or alleged misrepresentation of a kind referred to in subparagraph 8(a)(ii);
(iv) any order made or any inquiry, investigation (whether formal or informal) or other proceeding commenced, announced or threatened by any one or more competent authorities (not based upon the activities or the alleged activities of the Underwriters or its banking or Selling Dealer Group members, if any) prohibiting, restricting, relating to or materially affecting the trading or distribution of the securities comprising the Offered Units; or
(v) any breach of, default under or non-compliance by the Corporation with any requirements of the Applicable Securities Laws, the by-laws, rules or regulations of any stock exchange or any representation, warranty, term or condition of this Agreement or in any certificate or other document delivered by or on behalf of the Corporation hereunder or pursuant hereto;

provided that in the event and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that such Proceedings or Liabilities resulted solely from the negligence, fraud or wilful misconduct of any Indemnified Person (or of any of the agents, directors, officers or employees of such Indemnified Person), this indemnity shall not apply (provided that, for greater certainty, the foregoing shall not disentitle an Indemnified Person from claiming indemnification hereunder to the extent that the negligence, if any, relates to the Underwriters' failure to conduct adequate "due diligence").

(b) If any claim contemplated by paragraph 8(a) shall be brought, instituted or threatened against any of the Indemnified Persons in respect of which indemnification is or might reasonably be considered to be provided for in such paragraphs, such Indemnified Person shall notify the Indemnifying Party (provided that failure to so notify the Indemnifying Party of the nature of such claim in a timely fashion shall relieve the Indemnifying Party of liability hereunder only if and to the extent that such failure materially prejudices the Indemnifying Party's ability to defend such claim) as soon as possible of the nature of such claim and the Indemnifying Party shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim, provided however, that the defence shall be through legal counsel selected by the Indemnifying Party and acceptable to the Indemnified Person acting reasonably. The Indemnified Person shall have the right to retain separate

counsel in any proceeding relating to a claim contemplated by paragraph 8(a) but the fees and expenses of such counsel shall be at the expense of the Indemnified Person, unless:

(i) the Indemnified Person has been advised by counsel that a conflict of interest exists and that representation of the Indemnified Person and the Indemnifying Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (in which case the Indemnifying Party shall not have the right to assume the defense of such proceedings on the Indemnified Person's behalf);
(ii) the Indemnifying Party shall not have taken the defense of such proceedings and employed counsel reasonably satisfactory to the Indemnified Party within ten (10) days after notice has been given to the Indemnifying Party of commencement of such proceedings and, having employed such counsel, has diligently pursued such defense; or
(iii) the employment of such other counsel has been authorized by the Indemnifying Party in connection with the defense of such proceedings;

and, in any such event, the reasonable fees and expenses of such Indemnified Person's counsel (on a solicitor and his client basis) shall be paid by the Indemnifying Party, provided that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate law firm (in addition to any local counsel) for all such Indemnified Persons.

(c) The Indemnifying Party hereby waives its right to recover contribution from the Underwriters with respect to any liability of the Indemnifying Party by reason of or arising out of any misrepresentation in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material or any other part of the Public Record provided, however, that such waiver shall not apply in respect of liability caused or incurred by reason of (i) any misrepresentation which is based upon information relating solely to an Underwriter contained in such document and furnished to the Corporation by such Underwriter in writing expressly for inclusion in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material or any Marketing Materials or (ii) any failure by the Underwriters to provide prospective purchasers of Offered Units any document which is required to be provided to such persons.
(d) No admission of liability and no settlement of any Proceedings to which indemnification may be sought hereunder shall be made without the consent of the Indemnified Persons affected, such consent not to be unreasonably withheld. No admission of liability shall be made by an Indemnified Person without the consent of the Indemnifying Party, such consent not to be unreasonably withheld, and the Indemnifying Party shall not be liable for any settlement of any such matters made without its consent, such consent not to be unreasonably withheld.
(e) If any proceedings or investigation shall be instituted against or involve any Indemnified Party or the Corporation in respect of the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material, or any other part of the Public

Record or the securities comprising the Offered Units or if any regulatory authority or stock exchange shall carry out an investigation of the Corporation or any director or officer of the Corporation or in any matter relating to the foregoing or to the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material, or any other part of the Public Record or the securities comprising the Offered Units and, in either case, any Indemnified Person is required to testify, or respond to procedures designed to discover information, in connection with or by reason of the services performed by the Underwriters hereunder, the Indemnified Persons may employ their own legal counsel and the Indemnifying Party shall pay and reimburse the Indemnified Persons for the reasonable fees, charges and disbursements (on a full indemnity basis) of such legal counsel, the other expenses reasonably incurred by the Indemnified Persons in connection with such proceedings or investigation as they are incurred and a fee at the normal per diem rate for any director, officer or employee of the Underwriters involved in the preparation for or attendance at such proceedings or investigation.

(f) The rights and remedies of the Indemnified Persons set forth in Section 8, Section 9 and Section 10 hereof are to the fullest extent possible in law cumulative and not alternative and the election by the Underwriters or other Indemnified Person to exercise any such right or remedy shall not be, and shall not be deemed to be, a waiver of any other rights and remedies.
(g) The Indemnifying Party hereby acknowledges that the Underwriters are acting as agent and trustee for the Underwriters' agents, directors, officers, shareholders and employees under this Section 8 and under Section 9 hereof with respect to all such agents, directors, officers, shareholders and employees and that the Underwriters shall be entitled as agent and trustee, to enforce such covenants on behalf of its agents, directors, officers, shareholders and employees.
(h) The Indemnifying Party waives any right it may have of first requiring an Indemnified Person to proceed against or enforce any other right, power, remedy or security or claim or to claim payment from any other person before claiming under this indemnity. It is not necessary for an Indemnified Person to incur expense or make payment before enforcing such indemnity.
(i) The rights of indemnity contained in this Section 8 shall not apply if the Indemnifying Party has complied with the provisions of Section 3, Section 4 and Section 5 hereof and the person asserting any claim contemplated by this Section 8 was not provided with a copy of the Prospectus or any amendment to the Prospectus or other document which corrects any misrepresentation or alleged misrepresentation which is the basis of such claim and which was required, under Applicable Securities Laws, to be delivered to such person by the Underwriters.
(j) If the Indemnifying Party has assumed the defense of any suit brought to enforce a Proceeding hereunder, the Indemnified Person shall, subject to a situation involving a conflict of interest in which counsel to the Indemnified Party advises that such action would be prejudicial to the interests of the Indemnified Person, cooperate in the defense including, without limitation, the provision of documents, appropriate directors, officers, employees and agents to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required to defend or prosecute the Proceedings.

9. Contribution

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Agreement is due in accordance with its terms but is (in whole or in part), for any reason, held by a court to be unavailable from the Indemnifying Party on grounds of policy or otherwise, the Indemnifying Party and the party or parties seeking indemnification shall contribute to the aggregate Liabilities to which they may be subject or which they may suffer or incur:

(a) in such proportion as is appropriate to reflect the relative benefit received by the Indemnifying Party on the one hand, and by the Underwriters on the other hand, from the offering of the Offered Units; or
(b) if the allocation provided by paragraph 9(a) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in paragraph 9(a) above but also to reflect the relative fault of the Underwriters on the one hand, and the Indemnifying Party, on the other hand, in connection with the statements, commissions or omissions or other matters which resulted in such Liabilities, as well as any other relevant equitable considerations.

The relative benefits received by the Indemnifying Party, on the one hand, and the Underwriters, on the other hand, shall be deemed to be in the same proportion that the total proceeds of the offering received by the Indemnifying Party (net of fees but before deducting expenses) bear to the fees received by the Underwriters. In the case of liability arising out of the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum, any Supplementary Material or any other part of the Public Record, the relative fault of the Indemnifying Party, on the one hand, and of the Underwriters, on the other hand, shall be determined by reference, among other things, to whether the misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter or thing referred to in Section 8 relates to information supplied or which ought to have been supplied by, or steps or actions taken or done on behalf of or which ought to have been taken or done on behalf of, the Indemnifying Party or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter or thing referred to in Section 8; provided that the Corporation shall, in any event, contribute to the amount paid or payable by the Underwriters as a result of such Proceedings or Liabilities, any amount which exceeds the amount of the Underwriting Fee actually received by the Underwriters under Section 2.

The amount paid or payable by an Indemnified Person as a result of any Proceedings or Liabilities shall, without limitation, include any legal or other expenses reasonably incurred by the Indemnified Person in connection with investigating or defending such liabilities, claims, actions, suits, proceedings demands, losses, costs, damages and expenses (or claims, actions, suits or proceedings in respect thereof) whether or not resulting in any action, suit, proceeding or claim.

The Indemnifying Party and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Agreement were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraphs. The rights to contribution provided in this Section 9 shall be in addition to, and without prejudice to, any other right to contribution which the Underwriters or other Indemnified Persons may have.

Any liability of the Underwriters under this Section 9 shall be limited to the amount of the Underwriting Fee actually received by such Underwriter under Section 2.

The obligations under indemnity and right to contribution provided herein shall apply whether or not the transactions contemplated by this Agreement are completed and shall survive the completion of the transactions contemplated under this Agreement and the termination of this Agreement.

10. Expenses

Whether or not the transactions contemplated herein shall be completed, all costs and expenses (including applicable goods and services tax) of or incidental to the transactions contemplated hereby including, without limitation, those relating to the distribution of the Offered Units shall be borne by the Corporation including, without limitation, all costs and expenses of or incidental to the preparation, filing, reproduction (including the commercial copies thereof) of the Preliminary Prospectus, the Prospectus, any Supplementary Material, any Marketing Materials and the delivery thereof to the Underwriters, the fees and expenses of the Corporation's counsel, the fees and expenses of agent counsel retained by the Corporation or the Corporation's counsel, the fees and expenses of the Corporation's transfer agent, auditors and other outside consultants, all stock exchange listing fees and all other expenses of or incidental to this offering including the fees of the Underwriters' counsel (up to a maximum of $95,000, which shall not include the disbursements or taxes of such counsel or the fees, disbursements and taxes of any U.S. counsel retained by the Underwriters) and the Underwriter's out-of-pocket expenses, together with all related taxes.

11. Termination

(a) In addition to any other rights or remedies available to the Underwriters, each Underwriter may, without liability, terminate its obligations hereunder, by written notice to the Corporation, in the event that after the date hereof and at or prior to the Closing Time or the Over-Allotment Option Closing Time, as applicable:
(i) any order to cease or suspend trading in any securities of the Corporation or prohibiting or restricting the distribution of any of the Offered Units is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, any stock exchange or any other competent authority, and has not been rescinded, revoked or withdrawn;
(ii) any inquiry, action, suit, investigation (whether formal or informal) or other proceeding in relation to the Corporation or a Material Subsidiary or any of the directors or senior officers of the Corporation is announced, commenced or threatened by any securities commission or similar regulatory authority, any stock exchange or any other competent authority or any order has been issued under or pursuant to any statute of Canada or of any province of Canada, or any other applicable law or regulatory authority (unless based on the activities or alleged activities of the Underwriters) or there is a change in law, regulation or policy or the interpretation or administration thereof, if, in the sole opinion of the Underwriters, or any of them, acting reasonably, the change, announcement, commencement or threatening thereof materially adversely affects the trading or distribution of the Offered Units or the trading of the Common Shares;
(iii) there should occur or been discovered any material change, change of a material fact, fact or event of the nature referred to in paragraph 6(a) or any development that could result in a material change or change of a material fact in which, in the sole opinion of the Underwriter, or any of them, acting reasonably, could reasonably be expected to have a material adverse effect on the business,

operations or affairs of the Corporation or the market price or value of the Common Shares or the value, market price or marketability of the Offered Units;

(iv) there should develop, occur or come into effect or existence, or be announced, any event, action, state, condition or occurrence of national or international consequence (including any act of terrorism, war or like event, pandemic, including without limitation matters caused by, related to or resulting from COVID-19, or similar event, except, with respect to COVID-19, only to the extent that there are material adverse developments related thereto after date hereof), or any law, action, regulation or other occurrence of any nature whatsoever, which, in the sole opinion of the Underwriters, or any of them, acting reasonably, seriously adversely affects or involves, or will seriously adversely affect or involve, the financial markets in Canada or the U.S. generally or the business, operations or affairs of the Corporation and its subsidiaries, taken as a whole;
(v) the Underwriters shall become aware, as a result of their due diligence review or otherwise, of any material fact or any material change with respect to the Corporation (in the sole opinion of the Underwriters, or any of them, acting reasonably) which had not been publicly disclosed or disclosed to the Underwriters in either case prior to the date hereof and which, in the sole discretion of the Underwriter, acting reasonably, materially adversely affects the value or market price of the Common Shares or the value, market price or marketability of the Offered Units; or
(vi) the Corporation shall be in breach or default under or non-compliance with any representation, warranty, term or condition of this Agreement, in any material respect.
(b) Each Underwriter may exercise any or all of the rights provided for in paragraph 11(a) or Section 12 or Section 17 notwithstanding any material change, event or state of facts and (except where such Underwriter is in breach of its obligations under this Agreement) notwithstanding any act or thing taken or done by the Underwriters or any inaction by the Underwriters, whether before or after the occurrence of any material change, change, event or state of facts including, without limitation, any act of the Underwriters related to the offering or continued offering of the Offered Units for sale and any act taken by the Underwriters in connection with any amendment to the Prospectus (including the execution of any amendment or any other Supplementary Material) and the Underwriters shall only be considered to have waived or be estopped from exercising or relying upon any of its rights under or pursuant to paragraph 11(a) or Section 12 or Section 17 if such waiver or estoppel is in writing and specifically waives or estops such exercise or reliance.
(c) Any termination pursuant to the terms of this Agreement shall be effected by notice in writing delivered to the Corporation and the other Underwriters, provided that no termination shall discharge or otherwise affect any obligation of the Corporation under Section 8, Section 9, Section 10 or Section 18. The rights of the Underwriters to terminate its obligations hereunder are in addition to, and without prejudice to, any other remedies it may have.
(d) If the Underwriter elects to terminate its obligation to purchase the Offered Units as aforesaid, whether the reason for such termination is within or beyond the control of the Corporation, the liability of the Corporation hereunder with respect to the Underwriters

shall be limited to the indemnity referred to in Section 8, the contribution rights referred to in Section 9 and the payment of expenses referred to in Section 10.

12. Closing Documents

The obligations of the Underwriters hereunder, as to the Offered Units to be purchased at the Closing Time and any Over-Allotment Option Closing Time, as applicable, shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time and any Over-Allotment Option Closing Time, as applicable, true and correct in all material respects, the Corporation having performed in all material respects, at or prior to the Closing Time and any OverAllotment Option Closing Time, as applicable, all of its obligations hereunder theretofore to be performed and the Underwriters receiving at the Closing Time and any Over-Allotment Option Closing Time, as applicable:

(a) favourable legal opinions of the Corporation's counsel addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably request relating to the offering of the Offered Units, the Corporation and the transactions contemplated hereby, including, without limitation, that:
(i) each of the Corporation and the Material Subsidiaries is a valid and subsisting corporation under the laws of its jurisdiction of incorporation or formation and has all requisite corporate power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business in all jurisdictions in which it carries on business or owns any material assets;
(ii) the Corporation has all necessary corporate power and authority to enter into this Agreement and the Warrant Indenture and to perform its obligations set out herein and therein, and this Agreement and the Warrant Indenture have each been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms subject to usual and customary qualifications for opinions of this type, including those set out in Section 7(b)(vi);
(iii) the execution and delivery of this Agreement and the Warrant Indenture and the fulfilment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of this Agreement and the Warrant Indenture by the Corporation does not and will not result in a breach of, or constitute a default under, and does not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, (A) any applicable laws in force in the Province of Alberta, (B) any term or provision of the articles, by-laws or resolutions of the directors (or any committee thereof) or the shareholders of the Corporation, (C) of which counsel is aware, any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, or (D) of which counsel is aware, any judgment, decree, order applicable to the Corporation or its properties or assets (and for purposes of the foregoing, "of which counsel is aware" means the actual knowledge of those lawyers actively involved in this offering without any requirement for such lawyers to make any inquiries or conduct any investigations);

(iv) the form of the definitive certificates representing the Common Shares and Warrants have been approved and adopted by the Corporation and comply with all legal requirements (including all applicable requirements of the Exchange) relating thereto;
(v) the Unit Shares, the Warrants and the Warrant Shares have been duly and validly authorized and reserved for issuance and (when issued in accordance with this Agreement and the Warrant Indenture, as applicable), will be duly and validly authorized and, in respect of the Warrants, created and, upon receiving full payment therefore: (i) the Unit Shares will be validly issued as fully paid and nonassessable; (ii) the Warrant Shares when issued upon due exercise of the Warrants in accordance with the terms of the Warrant Indenture, including receipt by the Corporation of the exercise price in respect thereof, will be issued as fully paid and non-assessable;
(vi) the attributes of the securities comprising the Offered Units conform in all material respects with the description thereof contained in the Prospectuses;
(vii) the statements under the heading " Eligibility for Investment " and " Certain Canadian Federal Income Tax Considerations " in the Prospectus in so far as they purport to describe the provisions of the laws referred to therein, are fair and accurate summaries of the matters discussed therein;
(viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the securities comprising the Offered Units for distribution and sale to the public in each of such Qualifying Provinces by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of such Applicable Securities Laws;
(ix) the Corporation is a "reporting issuer" not in default of any requirement of the Securities Act (Alberta) and the regulations thereunder and has a similar status under the Applicable Securities Laws of each of the other Qualifying Provinces;
(x) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws;
(xi) the securities comprising the Offered Units (including the Warrant Shares) are conditionally approved for listing and, upon notification to the Exchange of the issuance and sale thereof and fulfillment of the conditions of the Exchange, will be posted for trading on the Exchange;
(xii) the authorized and issued capital of the Corporation is as set forth in such opinions; and
(xiii) Computershare Trust Company of Canada, at its principal offices in Calgary, has been duly appointed by the Corporation as the transfer agent and registrar for the

Common Shares (including the Offered Units) and the warrant agent for the Warrants,

and as to all other legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of the Offered Units as the Underwriters may reasonably request. It is understood that counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation and the transfer agent as to relevant matters of fact;

(b) a certificate of the Corporation dated the Closing Date addressed to the Underwriters and signed on behalf of the Corporation by the President and Chief Executive Officer and Chief Financial Officer of the Corporation or such other officers or directors of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that:
(i) the Corporation has complied with and satisfied in all material respects all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time or any Over-Allotment Option Closing Time, if applicable;
(ii) the Responses are true and correct in all material respects as at the Closing Time or any Over-Allotment Option Closing Time, if applicable, as if made at such time;
(iii) the representations and warranties of the Corporation set forth in this Agreement are true and correct in all material respects at the Closing Time or any OverAllotment Option Closing Time, if applicable, as if made at such time (and, with respect to the representations and warranties contemplated by paragraph 7(a), as if the Prospectus was delivered to the Underwriters at the Closing Time or any OverAllotment Option Closing Time, if applicable); and
(iv) no event of a nature referred to in paragraphs 6(a) or 6(b) or, to the knowledge of such officers, subparagraphs 11(a)(i), (ii) or (iii) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to the Underwriters' opinion);

and each such statement shall be true;

(c) a comfort letter of the Corporation's auditor addressed to the Underwriters and dated the Closing Date or any Over-Allotment Option Closing Time, if applicable, satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the comfort letter referred to in paragraph Section 4(c) up to the Closing Time or any Over-Allotment Option Closing Time, if applicable, which comfort letter shall be based on the Corporation's auditor's review having a cut-off date of not more than two Business Days prior to the Closing Date or any Over-Allotment Option Closing Date, if applicable;
(d) evidence satisfactory to the Underwriters that the securities comprising the Offered Units (including the Warrant Shares) have been conditionally approved for listing on the Exchange, (subject to filing documentation which the Corporation will be in a position to complete immediately following the Closing Time (or any Over-Allotment Option Closing Time, as applicable)) not later than the close of business on the last Business Day preceding

the Closing Date or any Over-Allotment Option Closing Date, if applicable and upon notice shall be posted for trading as at the opening of business on the Closing Date or any OverAllotment Option Closing Date, if applicable;

(e) evidence satisfactory to the Underwriters that at the Closing Time the President's List Purchasers will acquire $8.5 million of Offered Units (subject to any reductions to such amount for any such purchaser(s) solely as required or necessary to comply with the rules of the Exchange);
(f) if any Offered Units are sold in the United States, a favourable legal opinion by the Corporation's United States counsel, Dorsey & Whitney LLP, in form and substance reasonably satisfactory to the Underwriters, which opinion may be subject to usual and customary qualifications for opinions of this type, to the effect that no registration under the U.S. Securities Act is required for the offer, sale and delivery of the securities comprising the Offered Units in the United States pursuant to and in accordance with the terms of this Agreement, including Schedule "A" to this Agreement;
(g) evidence of compliance with, or receipt of all third party consents or waivers to the completion of the Offering under the Investor Rights Agreement, including in respect of any pre-emptive rights as may be required under the Investor Rights Agreement, to the reasonable satisfaction of the Underwriters;
(h) a duly executed copy of the Warrant Indenture on terms and conditions reasonably satisfactory to the Underwriters;
(i) a duly executed Undertaking from each of the Corporation's directors and officers; and
(j) such other certificates and documents as the Underwriters may request, acting reasonably.

13. Deliveries

(a) The sale of the Firm Units shall be completed at the Closing Time at the offices of the Corporation's counsel in Calgary, Alberta or at such other place as the Corporation and the Underwriters may agree. Subject to the conditions set forth in Section 12, the Underwriters, on the Closing Date, shall pay to the Corporation, by wire transfer or such other means as the Corporation and the Underwriters may agree, the amount of $0.70 per Firm Unit, being an aggregate amount of $23,000,600, against delivery by the Corporation of:
(i) the opinions, certificates and documents referred to in Section 12;
(ii) subject to paragraph 13(c) below, definitive certificates representing, in the aggregate, the Unit Shares and Warrants comprising the Firm Units, registered in the name of CDS & Co. or in such other name or names as the Underwriters shall notify the Corporation in writing not less than 24 hours prior to the Closing Time; and
(iii) payment to the Lead Underwriter, on behalf of the Underwriters, by bank draft, certified cheque or wire transfer or such other means as the Corporation and the Underwriters may agree, of the Underwriting Fee in respect of the Firm Units;

or the Underwriters may, in its discretion, deliver the amount in respect of the Firm Units referred to above net of the amount referred to in subparagraph 13(a)(iii) above and the expenses payable by the Corporation to the Underwriters pursuant to Section 10.

(b) The sale of the Option Units, if any, shall be completed at the offices of the Corporation's counsel in Calgary, Alberta, or at such other place as the Corporation and the Underwriters may agree, on the Over-Allotment Option Closing Date and at the Over- Allotment Option Closing Time specified by the Underwriters in the written notice delivered to the Corporation which also shall specify the number of Option Units in respect of which the Over-Allotment Option is being exercised (an " Over-Allotment Option Notice "); in no event shall the Over-Allotment Option Closing Date be earlier than two Business Days or later than seven Business Days after delivery of the Over-Allotment Option Notice unless the parties otherwise agree. The Underwriters, at the Over-Allotment Option Closing Time, shall pay the Corporation, by wire transfer or such other means as the Corporation and the Underwriters may agree, the amount of $0.70 per Option Unit purchased (being an aggregate amount of $3,450,090 if the Over-Allotment Option is exercised in full), against delivery by the Corporation of:
(i) the opinions, certificates and documents referred to in Section 12 (with the references therein to the Closing Time and Closing Date changed to OverAllotment Option Closing Time and Over-Allotment Option Closing Date, respectively);
(ii) subject to paragraph 13(c) below, definitive certificates representing the Unit Shares and Warrants comprising Option Units agreed to be purchased by the Underwriters from the Corporation pursuant to the exercise of the Over-Allotment Option, registered in the name of CDS & Co. or in such other name or names as the Underwriters shall notify the Corporation in writing not less than 24 hours prior to the Over-Allotment Option Closing Time; and
(iii) payment to the Lead Underwriter, for and on behalf of the Underwriters, by bank draft, certified cheque or wire transfer or such other means as the Corporation and the Underwriters may agree, of the Underwriting Fee in respect of Option Units agreed to be purchased;

or the Underwriters may, in its discretion, deliver the amount in respect of the Option Units referred to above net of the amount referred to in subparagraph 13(b)(iii) above and the expenses payable by the Corporation to the Underwriters pursuant to Section 10.

(c) If requested by the Underwriters, the Corporation, instead of delivering physical certificates at the Closing Time or Over-Allotment Option Closing Time, if applicable, will deposit the Offered Units electronically with CDS Clearing and Depository Services Inc. (" CDS "), for credit to the Underwriters, through the non-certificated inventory system of CDS, in which case:
(i) the Underwriters will provide a direction to CDS with respect to the crediting of the Offered Units to the accounts of the participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Time to permit such crediting; and

(ii) the Corporation shall cause the transfer agent to electronically deliver to CDS, on behalf of the Underwriters, all or part of the Offered Units, registered in the name of " CDS & Co. " as the nominee of CDS, to be held as non-certificated electronic securities with CDS in accordance with the rules and procedures of CDS.
(d) Notwithstanding anything to contrary in this Section 13, all purchasers of Offered Units under Regulation D shall receive definitive, physical certificates representing their Units Shares and Warrants comprising Offered Units with legends restricting transfer except in compliance with the U.S. Securities Act; provided that for greater certainty, such Units Shares and Warrants comprising Offered Units shall not be registered in the name of CDS & Co. or issued as a book entry only security.

14. Restrictions on Offerings

The Corporation agrees that, from the date hereof until the date that is 90 days following the Closing Date, it will not offer or issue, or enter into an agreement to offer or issue Common Shares or securities convertible, exchangeable or exercisable into Common Shares other than (i) for purposes of the Corporation's stock option plan or other incentive plans or share compensation arrangements, (ii) existing arrangement or agreements in effect as at the date hereof, including existing convertible securities, (iii) the issuance of securities as consideration or otherwise in connection with any acquisition by the Corporation or its subsidiaries of assets and/or securities of any person; or (iv) in connection with the Offering (including any Warrant Shares issuable on exercise of the Warrants), without the prior written consent of the Lead Underwriter, which consent shall not be unreasonably withheld.

15. Several Liability of Underwriters

(a) The Underwriters' rights and obligations under this Agreement are several and not joint, nor joint and several, including, without limitation, that:
(i) each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Units at the Closing Time and, if applicable, the Option Units at the Over-Allotment Option Closing Time, set forth opposite their names set forth in Subsection 15(b); and
(ii) if one or more of the Underwriters shall not purchase its applicable percentage of the Firm Units at the Closing Time (or, if applicable, the Option Units at the OverAllotment Option Closing Time) and the number of such Firm Units (or, if applicable, the Option Units) which such defaulting Underwriter(s) agreed but failed or refused to purchase is not more than 7.0% of the aggregate number of Firm Units (or, if applicable, the Option Units) to be purchased on such date, the non-defaulting Underwriters (the “ Continuing Underwriters ”) shall be obligated severally and not jointly, nor jointly and severally, in the proportions represented by the respective percentage set forth below opposite the names of all such Continuing Underwriters, to purchase the Firm Units which such defaulting Underwriter(s) agreed but failed or refused to purchase at such time; and
(iii) if any one or more of the Underwriters shall not purchase its applicable percentage of the Firm Units at the Closing Time (or, if applicable, the Option Units at the Over-Allotment Option Closing Time), and the number of Firm Units (or, if applicable, the Option Units) such defaulting Underwriter(s) agreed but failed or refused to purchase is more than 7.0% of the aggregate number of Firm Units (or,

if applicable, the Option Units) to be purchased at the Closing Time, then the Continuing Underwriters who are willing and able to purchase their own applicable percentage of the total number of Firm Units at the Closing Time (or, if applicable, the Option Units at the Over-Allotment Option Closing Time) shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Units (or, if applicable, the Option Units) which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Firm Units (or, if applicable, the Option Units) pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree.

If the Continuing Underwriters are not required, or do not elect, to purchase the balance of the Units or the Option Units, as applicable, pursuant to this Subsection 15(a): (a) the Continuing Underwriters shall not be obligated to purchase any of the Units or the Option Units, as applicable, that the defaulting Underwriter is obligated to purchase; and (b) the Corporation will be entitled to terminate its obligations under this Agreement, without liability, in which event there will be no further liability on the part of the Continuing Underwriter.

(b) The applicable percentage of the total number of Offered Units which each of the Underwriters shall be separately obligated to purchase is as follows:

Acumen Capital Finance Partners Limited 93.0% Peters & Co. Limited 7.0% 100.00%

(c) Nothing in this Agreement shall obligate the Corporation to sell to the Underwriters less than all of the Firm Units (or, if applicable, the Option Units that the Underwriters have elected to purchase) or shall relieve any Underwriters in default from liability to the Corporation or to any non-defaulting Underwriter in respect of the defaulting Underwriter's default hereunder.

16. Notices

(a) Any notice or other communication to be given hereunder shall, in the case of notice to be given to the Corporation, be addressed to:

Cathedral Energy Services Ltd. 6030 – 3rd Street S.E. Calgary, Alberta T2H 1K2

Attention: Thomas Connors Email: [ Redacted – E-Mail Address ]

with a copy to:

DS Lawyers Canada LLP Suite 800 Dome Tower 333 – 7th Avenue S.W. Calgary, Alberta T2P 2Z1

Attention: Adrian Harvey Email: [ Redacted – E-Mail Address

and, in the case of notice to be given to the Lead Underwriter, be addressed to:

Acumen Capital Finance Partners Limited 500 4th Avenue SW, Suite 800 Calgary, Alberta T2P 2V6

Attention: Kelly Hughes Email: [ Redacted – E-Mail Address

and, in the case of notice to be given to Peters & Co. Limited, be addressed to:

Peters & Co. Limited 2300 Jamieson Place 308 Fourth Avenue SW Calgary, Alberta T2P 0H7

Attention: Callum J. Moore Email: [ Redacted – E-Mail Address

with a copy to:

Burnet, Duckworth & Palmer LLP 2400, 525 – 8th Avenue S.W. Calgary, Alberta T2P 1G1 Attention: Syd S. Abougoush Email [ Redacted – E-Mail Address

or to such other address as the party may designate by notice given to the others. Each communication shall be personally delivered to the addressee or sent by facsimile transmission to the addressee, and:

(b) a communication which is personally delivered shall, if delivered before 4:30 p.m. (local time at the place of delivery) on a Business Day, be deemed to be given and received on that day and, in any other case be deemed to be given and received on the first Business Day following the day on which it is delivered; and
(c) a communication which is sent by email transmission shall, if sent on a business day before 4:30 p.m. (local time at the place of receipt), be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is sent.

17. Conditions

All terms, covenants and conditions of this Agreement to be performed by the Corporation shall be construed as conditions, and any breach or failure to comply with any material terms and conditions which are for the benefit of the Underwriters shall entitle the Underwriters to terminate its obligations to purchase the Offered Units, by written notice to that effect given to the Corporation prior to the Closing Time. The Underwriters may waive in whole or in part any breach of, default under or non-compliance with any representation, warranty, term or condition hereof, or extend the time for compliance therewith, without prejudice to any of their rights in respect of any other representation, warranty, term or condition hereof or any other breach of, default under or non-compliance with any other representation, warranty, term or condition hereof, provided that any such waiver or extension shall be binding on the Underwriters only if the same is in writing.

18. Survival of Representations and Warranties

All representations, warranties, terms and conditions herein (including, without limitation, those contained in Section 6(d)(iv)) or contained in certificates or documents submitted pursuant to or in connection with the transactions contemplated herein shall survive the payment by the Underwriters for the Offered Units and the distribution of the Offered Units pursuant to the Prospectus and the U.S. Placement Memorandum, and shall continue in full force and effect for the benefit of the Underwriters regardless of any investigation by or on behalf of the Underwriter with respect thereto.

19. Underwriters Covenants

Each Underwriter severally and not jointly, nor jointly and severally, covenants and agrees with the Corporation that it will:

(i) offer the Offered Units for sale to the public in the Qualifying Provinces and may, subject to the terms of this Agreement, offer the Offered Units for sale in the United States in the manner contemplated by Schedule "A" hereto;
(ii) conduct activities in connection with the proposed offer and sale of the Offered Units in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Units;
(iii) the Underwriter is a registered dealer in the Qualifying Provinces where it offers and sells the Offered Units and will remain so appropriately registered until it completes the offering of the Offered Units;
(iv) not solicit subscriptions for the Offered Units, trade in Offered Units or otherwise do any act in furtherance of a trade of Offered Units in any jurisdictions outside of the Qualifying Provinces, except as contemplated in Schedule "A" attached hereto or in such jurisdictions outside of Canada and the United States, with the prior written consent of the Corporation (not to be unreasonably withheld), and provided that such sales are made in accordance with the applicable securities laws in such jurisdiction and do not: (i) obligate the Corporation to take any action to qualify or register any of its securities or any trade of any of its securities (including the distribution of the Offered Units); (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; (iii) subject the

Corporation to any reporting or other requirement of such jurisdictions; and (iv) engage in the Directed Selling Efforts as described in Schedule "A"; and

(v) as soon as reasonably practicable after the Closing Date (and in any event within 30 days thereof), provide the Corporation with a breakdown of the number of Offered Units sold in each of the Qualifying Provinces and, upon completion of the distribution of the Offered Units, provide to the Corporation, to the Securities Commissions and to the Exchange notice to that effect, if required by Applicable Securities Laws.
(b) For the purposes of this Section 19, the Underwriters shall be entitled to assume that the Offered Units may be lawfully offered for sale and sold in the Qualifying Provinces if the Final Receipt has been issued evidencing that a receipt for the Prospectus has been issued by the Securities Commissions, provided the Underwriters do not have actual knowledge, and have not been notified in writing by the Corporation, of any circumstances that would legally prohibit such distribution.

20. Severance

If one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

21. Relationship between the Corporation and the Underwriters

The Corporation: (i) acknowledges and agrees that the Underwriters have certain statutory obligations as registrants under the Canadian Securities Laws and may have relationships with their clients; and (ii) consents to the Underwriters acting hereunder while continuing to act for their clients. To the extent that the Underwriters' statutory obligations as registrants under the Canadian Securities Laws or relationships with their clients conflict with their obligations hereunder the Underwriters shall be entitled to fulfill their statutory obligations as registrants under the Canadian Securities Laws and their duties to their clients. Nothing in this Agreement shall be interpreted to prevent the Underwriters from fulfilling their statutory obligations as registrants under the Canadian Securities Laws or duties to their clients.

22. Stabilization

In connection with the distribution of the Offered Units, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case only as permitted by applicable law. Such stabilizing transactions, if any, may be discontinued at any time.

23. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein. Each of the Corporation and the Underwriters hereby attorn to the non-exclusive jurisdiction of the courts of the Province of Alberta.

24. Time of the Essence

Time shall be of the essence of this Agreement.

25. Counterpart Execution

This Agreement may be executed in one or more counterparts each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement. Delivery of counterparts may be effected by facsimile or other electronic transmission.

26. Authority to Bind Underwriters

The Corporation shall be entitled to and shall act on any notice, waiver, extension or communication given by or on behalf of the Underwriters by the Lead Underwriter, all of whom shall represent the Underwriters and shall have the authority to bind the Underwriters in respect of all matters hereunder, except in respect of any notice of termination pursuant to paragraph 11 hereof, which notice may be given by any of the Underwriters exercising such right, any waiver under paragraph 17 hereof, which waiver may be given by any of the Underwriters exercising such waiver, any settlement or admission of liability under paragraph 8 or 9 hereof or any matter referred to in or any agreement under paragraph 15 hereof. While not affecting the foregoing, the Lead Underwriter shall consult with the other Underwriters with respect to any such notice, waiver, extension or other communication.

27. Further Assurances

Each party to this Agreement covenants agrees that, from time to time, it will, at the request of the requesting party, execute and deliver all such documents and do all such other acts and things as any party hereto, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby.

28. Use of Proceeds

The Corporation hereby covenants and agrees to use the net proceeds of the sale of the Offered Units hereunder in accordance with the disclosure in the Prospectus.

29. Entire Agreement

It is understood that the terms and conditions of this Agreement supersede any previous verbal or written agreement between the Underwriters and the Corporation, including, without limitation, the agreement constituted by the acceptance of the letter dated April 4, 2022 from the Lead Underwriter to the Corporation, as amended.

[The remainder of this page is intentionally left blank – signature page follows]

If the foregoing is in accordance with your understanding and is agreed to by you, please confirm your acceptance by signing the enclosed copies of this letter at the place indicated and by returning the same to the Lead Underwriter.

ACUMEN CAPITAL FINANCE PARTNERS LIMITED

Per: (signed) "Kelly Hughes" Kelly Hughes Head of Investment Banking

PETERS & CO. LIMITED

Per: (signed) "Callum Moore" Callum Moore Principal, Corporate Finance

ACCEPTED AND AGREED to as of the date first written above.

CATHEDRAL ENERGY SERVICES LTD.

Per: (signed) "Thomas Connors" Thomas Connors President, Chief Executive Officer and Director

SCHEDULE "A"

TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

As used in this Schedule "A", capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the underwriting agreement to which this Schedule "A" is annexed and the following terms have the following meanings:

" Affiliate " means "affiliate" as that term is defined in Rule 405 under the U.S. Securities Act and, for an Underwriter, includes its U.S. Affiliate;

" Directed Selling Efforts " means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule "A", it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Securities, and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Securities;

" Foreign Issuer " means a "foreign issuer" as that term is defined in Rule 902(e) of Regulation S;

" General Solicitation " and " General Advertising " means "general solicitation" and "general advertising", respectively, as used in Rule 502(c) of Regulation D, including, without limitation, advertisements, articles, notices or other communication published in any newspaper, magazine or similar media or broadcast or disseminated over the Internet, television or radio, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

" U.S. Accredited Investors " means "accredited investors", as defined in Rule 501(a) of Regulation D;

" Offshore Transaction " means an "offshore transaction" as that term is defined in Rule 902(h) of Regulation S;

" Qualified Institutional Buyer " means a "qualified institutional buyer" as defined in Rule 144A;

" Qualified Institutional Buyer Representation Letter " means the Form of Qualified Institutional Buyer Letter, which is attached as Exhibit I to the U.S. Placement Memorandum;

" Regulation D " means Regulation D adopted by the SEC under the U.S. Securities Act;

" Regulation M " means Regulation M adopted by the SEC under the U.S. Exchange Act;

" Regulation S " means Regulation S adopted by the SEC under the U.S. Securities Act;

" Rule 144A " means Rule 144A adopted by the SEC under the U.S. Securities Act;

" SEC " means the United States Securities and Exchange Commission;

" Securities " means the Unit Shares and Warrants comprising the Offered Units as each such term is defined in the underwriting agreement of which this Schedule "A" forms a part;

" Selling Dealer Group " means dealers or brokers other than the Underwriters and its U.S. Affiliate who participate in the offer and sale of Securities pursuant to the underwriting agreement;

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" Substantial U.S. Market Interest " means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S;

" United States " means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

" U.S. Affiliate " means the United States registered broker-dealer affiliate or chaperone of the Underwriters that makes offers or sales of the Securities in the United States;

" U.S. Exchange Act " means the United States Securities Exchange Act of 1934, as amended;

" U.S. Person " means “U.S. person”, as defined in Rule 902(k) of Regulation S;

" U.S. Placement Memorandum " means the United States private placement memorandum, the preliminary form of which includes the Preliminary Prospectus and the final form of which includes the Prospectus, in the form agreed upon by the Corporation and the Underwriters, that is used in connection with the offer and sale of the Securities in the United States;

" U.S. Purchaser " means a purchaser of the Securities pursuant to a Qualified Institutional Buyer Letter or a U.S. Subscription Agreement;

" U.S. Securities Act " means the United States Securities Act of 1933, as amended; and

" U.S. Subscription Agreement " means the U.S. Subscription Agreement for Accredited Investors, which is attached as Exhibit II to the U.S. Placement Memorandum.

Each Underwriter (on its own behalf and on behalf of its U.S. Affiliate) jointly and not severally represents, warrants and covenants to the Corporation as of the date hereof, the Closing Date and any Over-Allotment Option Closing Date that:
(a) the Securities have not been and will not be registered under the U.S. Securities Act or any United States state securities laws, and may not be offered or sold in the United States or to or for the account or benefit of U.S. Persons except that Securities may be offered and sold in the United States pursuant to the exemptions from the registration requirement of the U.S. Securities Act provided by Rule 144A or section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder and in accordance with applicable state securities laws, and Securities may be offered and sold outside the United States in accordance with Rule 903 of Regulation S. Accordingly, it has not offered and sold, and will not offer and sell, any Securities constituting part of its allotment or otherwise except: (A) outside the United States to non-U.S. Persons in an Offshore Transaction in accordance with Rule 903 of Regulation S or (B) (i) for offers and sales in the United States or to or for the account or benefit of U.S. Persons to persons it reasonably believes to be Qualified Institutional Buyers in accordance with Rule 144A or (ii) offers of securities by the U.S. Affiliate for sale directly by the Corporation in the United States or to or for the account or benefit of U.S. Persons to persons it reasonably believes to be U.S. Accredited Investors in accordance with the exemption from the registration requirements of the U.S. Securities Act provided by section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder, in each case in compliance with applicable United States state securities laws, and as provided in this Schedule "A". Neither the Underwriter nor any of its Affiliates, nor any persons acting on their behalf, has engaged or will engage in any Directed Selling Efforts with respect to the Securities;

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(b) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Securities, except (a) with its Affiliates; (b) with members of the Selling Dealer Group in accordance with this section; or (c) otherwise with the prior written consent of the Corporation. The Underwriter will cause each of its Affiliates and Selling Group Members involved in the offering of the Securities to acknowledge in writing, for the benefit of the Corporation, its agreement to be bound by the provisions of this Schedule " A " as if it were an Underwriter;
(c) neither it nor its Affiliates, either directly or through a person acting on its or their behalf, have engaged in or will engage in any form of General Solicitation or General Advertising in connection with the offer and sale of the Securities in the United States or to or for the account or benefit of U.S. Persons, or have otherwise engaged or will engage in any conduct involving a public offering within the meaning of section 4(a)(2) of the U.S. Securities Act in connection with the offer and sale of the Securities in the United States or to or for the account or benefit of U.S. Persons;
(d) all offers and sales of the Securities in the United States will be effected in accordance with all applicable U.S. requirements relating to the registration and conduct of broker- dealers by the U.S. Affiliate of the Underwriter, which is a duly registered broker-dealer with the SEC pursuant to section 15(b) of the U.S. Exchange Act, and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state's broker-dealer registration requirements) and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. on the date of each such offer and sale;
(e) the U.S. Affiliate is a Qualified Institutional Buyer;
(f) all sales of Securities pursuant to Section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder shall be made directly by the Corporation;
(g) the Underwriter shall inform (and cause its U.S. Affiliate to inform), all U.S. Purchasers of the Securities that the Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and are being offered and sold to such U.S. Purchasers without registration in reliance on the exemption from the registration requirement of the U.S. Securities Act provided by Rule 144A or section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder, as applicable;
(h) offers to sell and solicitations of offers to buy the Securities in the United States shall be made pursuant to and in accordance with exemptions from the registration or qualification requirements of all applicable United States state securities laws;
(i) it had reason to believe that all offers and sales in the United States or to or for the account or benefit of U.S. Persons were made to persons with knowledge and experience in financial and business matters such that he, she or it was capable of evaluating the merits and risks of the prospective investment in the Securities;
(j) the Underwriter acknowledges that until 40 days after the commencement of the offering of the Securities, an offer or sale of the Securities within the United States by any dealer (whether or not participating in this offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirement of the U.S. Securities Act;

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(k) it has not used and will not use any written material other than the U.S. Placement Memorandum and each offeree in the United States or that is or is acting for the account or benefit of a U.S. Person has been or will be provided with a copy of the preliminary U.S. Placement Memorandum or the final U.S. Placement Memorandum, and each U.S. Purchaser shall be provided, prior to the purchase of the Securities by such U.S. Purchaser, with a copy of the final U.S. Placement Memorandum;
(l) immediately prior to transmitting the U.S. Placement Memorandum, it had reasonable grounds to believe and did believe that each offeree was a U.S. Accredited Investor or a Qualified Institutional Buyer, and, on the date hereof, it continues to believe that each purchaser in the United States or that is or is acting for the account or benefit of a U.S. Person is a U.S. Accredited Investor or a Qualified Institutional Buyer;
(m) prior to the completion of any sale of the Securities (i) directly by the Corporation to a U.S. Accredited Investor pursuant to section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder, each such U.S. Purchaser will be required to execute a U.S. Subscription Agreement attached to the U.S. Placement Memorandum as Exhibit II and (ii) by the Underwriter by or through its U.S. Affiliate to a Qualified Institutional Buyer pursuant to Rule 144A, each such U.S. Purchaser will be required to execute a Qualified Institutional Buyer Representation Letter attached to the U.S. Placement Memorandum as Exhibit I;
(n) at least one business day prior to the Closing Date and any Over-Allotment Option Closing Date, the Underwriter will provide the Corporation and its transfer agent with a list of all U.S. Purchasers;
(o) with respect to Securities to be offered and sold in reliance on Rule 506(b) of Regulation D (the " Regulation D Securities "), neither it, nor its U.S. Affiliate, nor any member of the Selling Dealer Group selling Securities through the Underwriter's U.S. Affiliate, as is applicable, or any of its or their other Affiliates, if any, receiving any part of the Underwriting Fee, nor any of its, the member of the Selling Dealer Group selling Securities through the Underwriter's U.S Affiliate, the U.S. Affiliate's or any of its or their other Affiliates' directors, executive officers, general partners, managing members or other officers participating in the offering of the Regulation D Securities, or any directors, executive officers or other officers participating in the offering of the Regulation D Securities of any such general partner or managing member (each, a " Dealer Covered Person " and, together, " Dealer Covered Persons "), is subject to any Disqualification Event (as defined below) except for a Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date or Over-Allotment Option Closing Date, as applicable;
(p) it represents that it is not aware of any person (other than the Underwriters, the U.S. Affiliates and any member of the Selling Dealer Group) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.;
(q) it will notify the Corporation, in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Corporation in accordance with section 1(o) and (ii) any event that would, with the

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passage of time, become a Disqualification Event relating to any Dealer Covered Person; and

(r) neither it, nor any of its Affiliates or any person acting on its or their behalf has taken or will take any action that would constitute a violation of Regulation M in connection with the offer and sale of the Securities.
At the Closing Date, the Underwriter and its U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit I to this Schedule "A", relating to the manner of the offer and sale of the Securities in the United States and to or for the account or benefit of U.S. Persons or will be deemed to represent and warrant to the Corporation, as at the Closing Date, that neither it, nor its U.S. Affiliate, nor any person acting on its or their behalf has made any offers or sales of the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons.
The Corporation represents and warrants and covenants with each of the Underwriters as of the date hereof, the Closing Date and any Over-Allotment Option Closing Date that:
(a) the Corporation is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to any class of the Securities;
(b) the Corporation is not, and after giving effect to the offering of the Securities and the use of proceeds therefrom will not be, an investment company within the meaning of the United States Investment Company Act of 1940, as amended and the rules and regulations promulgated thereunder;
(c) except with respect to sales of Securities made directly by the Corporation to U.S. Accredited Investors in transactions in accordance with section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder, all in accordance with this Schedule "A", none of the Corporation, any of its Affiliates, or any person acting on its or their behalf (other than the Underwriters, their Affiliates, any member of the Selling Dealer Group and any person acting on their behalf) has made or will make any offer to sell, any solicitation of an offer to buy, or any sale of Securities to a person in the United States or that is or is acting for the account or benefit of a U.S. Person;
(d) in connection with offers and sales of the Securities outside the United States, the Corporation, its affiliates and any person acting on its or their behalf (other than the Underwriters, their Affiliates, any member of the Selling Dealer Group and any person acting on any of their behalf) have complied and will comply with the requirements for an Offshore Transaction;
(e) neither the Corporation, nor any of its Affiliates, nor any person acting on its or their behalf (other than the Underwriters, their Affiliates, any member of the Selling Dealer Group and any person acting on their behalf) has engaged or will engage in any Directed Selling Efforts with respect to the Securities or has taken or will take any action that would cause the exemptions from the registration requirement of the U.S. Securities Act afforded by Rule 144A or section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder, or the exclusion from such registration requirements afforded by Rule 903 of Regulation S, to be unavailable for offers and sales of the Securities pursuant to the underwriting agreement to which this Schedule "A" is attached;

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(f) the Corporation has not and will not, during the period prior to the commencement of the offering of the Securities through the end of thirty day period commencing on the Closing Date or the Over-Allotment Option Closing Date, offer or sell, or solicit any offer to buy, any securities of the Corporation in the United States or to or for the account or benefit of U.S. Persons in a manner that would be integrated with the offer and sale of the Securities and would cause exemptions from the registration requirement of the U.S. Securities Act afforded by Rule 144A or section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder, or the exclusion from such registration requirement afforded by Rule 903 of Regulation S, to become unavailable with respect to the offer and sale of the Securities pursuant to the underwriting agreement to which this Schedule "A" is attached;
(g) neither the Corporation, nor any of its Affiliates, nor any person acting on its or their behalf (other than the Underwriters, their Affiliates, any member of the Selling Dealer Group and any person acting on their behalf) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Securities in the United States or to or for the account or benefit of U.S. Persons by means of any form of General Solicitation or General Advertising or has otherwise engaged or will engage in any conduct involving a public offering within the meaning of section 4(a)(2) of the U.S. Securities Act in connection with the offer and sale of the Securities in the United States or to or for the account or benefit of U.S. Persons;
(h) as of the date hereof and as of the Closing Date and any Over-Allotment Closing Date, none of the Securities is or will be part of a class of securities (i) listed on a national securities exchange registered under section 6 of the U.S. Exchange Act, (ii) quoted in a U.S. automated inter dealer quotation system (within the meaning of such term for purposes of Rule 144A), or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) or exercisable at an effective exercise premium (calculated as specified in paragraph (a)(7) of Rule 144A), as applicable, of less than ten percent for securities so listed or quoted;
(i) for so long as the Securities are "restricted securities" within the meaning of Rule 144(a)(3) of the U.S. Securities Act, if the Corporation is neither subject to and in compliance with the reporting obligations pursuant to section 13 or 15(d) of the U.S. Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Corporation will provide to holders of Securities and a prospective purchaser designated by the holder the right to obtain from the Corporation, upon request, the information set forth in Rule 144A(d)(4);
(j) none of the Corporation or any of its predecessors or Affiliates have been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D;
(k) the Corporation will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable United States state securities laws in connection with the offering of the Securities in the United States;
(l) with respect to Regulation D Securities, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Corporation participating in the offering of the Securities, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power,

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or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Securities (but excluding the Underwriters, their Affiliates, any member of the Selling Dealer Group and any person acting on their behalf) (each, an " Issuer Covered Person " and, together, " Issuer Covered Persons ") is subject to any of the " Bad Actor " disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a " Disqualification Event "), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. If any Regulation D Securities are being sold, the Corporation has exercised, or will exercise prior to the Closing Date, reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Corporation has complied or will comply prior to the Closing Date, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Underwriters and their respective U.S. Affiliate a copy of any disclosures provided thereunder;

(m) the Corporation is not aware of any person (other than any the Underwriters, the U.S. Affiliates and any member of the Selling Dealer Group) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities;
(n) the Corporation will notify the Underwriters and their U.S. Affiliates, in writing, prior to the Closing Date, of
(i) any Disqualification Event relating to any Issuer Covered Person and
(ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person; and
(o) neither the Corporation, nor any of its Affiliates, nor any person acting on its or their behalf (other than the Underwriters, their Affiliates, any member of the Selling Dealer Group and any person acting on their behalf) has taken or will take any action that would constitute a violation of Regulation M in connection with the offer and sale of the Securities.

EXHIBIT I

UNDERWRITERS' CERTIFICATE

In connection with the private placement of common shares (the " Securities ") of Cathedral Energy Services Ltd. (the " Corporation ") pursuant to the Underwriting Agreement, dated effective April 4, 2022 (the " Underwriting Agreement "), among the Corporation and Acumen Capital Finance Partners Limited and Peters & Co. Limited (the " Underwriters "), the undersigned together with its United States broker-dealer affiliate or chaperone (the " U.S. Affiliate ") hereby certify in favour of the Corporation that:

(a) [Name of U.S. broker-dealer affiliate or chaperone] (the " U.S. Affiliate ") is a duly registered broker or dealer pursuant to section 15(b) of the U.S. Exchange Act, and under the laws of each applicable state of the United States (unless exempted from the respective state's broker- dealer registration requirements), and was and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. on the date hereof and on the date of each offer and sale made by it in the United States, and all offers and sales of Securities in the United States have been and will be effected by the U.S. Affiliate in accordance with all United States federal and state broker-dealer requirements;
(b) all the Securities offered in the United States by us were sold either (a) by the Corporation to purchasers that we reasonably believe are U.S. Accredited Investors or (b) by the Underwriters or their U.S. Affiliates to purchasers that we reasonably believe are Qualified Institutional Buyers;
(c) in connection with offers and sales of the Securities in the United States or to or for the account or benefit of U.S. Persons, no written material has been used or will be used, other than the preliminary U.S. Private Placement Memorandum and the final U.S. Placement Memorandum (all such documents, the " Offering Documents "), and each offeree of the Securities in the United States has been sent a copy of the final U.S. Placement Memorandum prior to the time of sale of the Securities;
(d) immediately prior to transmitting the Offering Documents to such offerees, we had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer or a U.S. Accredited Investor and, on the date hereof, we continue to believe that each U.S. Purchaser is a Qualified Institutional Buyer or a U.S. Accredited Investor;
(e) neither we nor our representatives have utilized, and neither we nor our representatives will utilize, any form of Directed Selling Efforts nor any form of General Solicitation or General Advertising in connection with the offer and sale of the Securities;
(f) prior to any sale of Securities to a U.S. Accredited Investor in the United States, or who was offered Securities in the United States, or that is or is acting for the account or benefit of a U.S. Person, we received from each such purchaser a signed form of U.S. Subscription Agreement attached to the U.S. Placement Memorandum as Exhibit II, and a copy of such form has been delivered to the Corporation;
(g) prior to any sale of Securities to a Qualified Institutional Buyer in the United States, or who was offered Securities in the United States, or that is or is acting for the account or benefit of a U.S. Person, we received from each such purchaser a signed Qualified Institutional Buyer Representation Letter attached to the U.S. Placement Memorandum as Exhibit I, and a copy of such letter has been delivered to the Corporation;

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(h) neither we nor any of our general partners or managing members, nor any of our or their respective directors, executive officers or other officers participating in the offering of the Securities are subject to any Disqualification Event;
(i) neither we nor any of our Affiliates, have taken or will take any action that would constitute a violation of Regulation M in connection with offers and sales of the Securities in the United States; and
(j) the offering of the Securities in the United States has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule " A " thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement unless otherwise defined herein.

[Underwriter]

[U.S. Broker-Dealer affiliate or chaperone of Underwriter]

By: By: Name: Name: Title: Title: