Altus Group Limited

Execution Version

UNDERWRITING AGREEMENT

September 20, 2021

Altus Group Limited 33 Yonge Street, Suite 500 Toronto, Ontario Canada M5E 1G4

Attention: Angelo Bartolini Chief Financial Officer

Dear Sirs/Mesdames:

TD Securities Inc. (“ TDSI ”) and BMO Nesbitt Burns Inc. (“ BMO ” and together with TDSI, the “ Joint Bookrunners ”), National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Canaccord Genuity Corp., CIBC World Markets Inc., Cormark Securities Inc., HSBC Securities (Canada) Inc. and Stifel Nicolaus Canada Inc. (collectively with the Joint Bookrunners, the “ Underwriters ”) understand that Altus Group Limited (the “ Company ”) proposes to issue and sell to the Underwriters an aggregate of 2,420,000 common shares of the Company (the “ Initial Shares ”). Upon and subject to the terms and conditions contained in this Agreement (as defined below), the Underwriters hereby severally, and not jointly, offer to purchase from the Company in the respective percentages set out in Section 19 of this Agreement, and the Company hereby agrees to sell to the Underwriters, at the Closing Time (as defined below), all but not less than all of the Initial Shares at a purchase price of $62.00 per Initial Share (the “ Offer Price ”), being an aggregate purchase price of $150,040,000.

The Company hereby grants to the Underwriters (in accordance with the percentages set forth in Section 19 of this Agreement) an over-allotment option (the “ OverAllotment Option ”), for the purpose of covering over-allotments, to purchase severally and not jointly and offer for sale to the public pursuant hereto up to an aggregate of 363,000 common shares of the Company (the “ Over-Allotment Shares ” and collectively with the Initial Shares, the “ Offered Shares ”) at the Offer Price, upon the terms and conditions set forth herein. The OverAllotment Option may be exercised, in whole or in part, at any time not later than the 30th day following the Closing Date (the “ Over-Allotment Option Expiry Date ”), by the Underwriters giving notice to the Company in accordance with Section 12 of this Agreement.

The Underwriters propose to distribute the Offered Shares (i) in each of the provinces and territories of Canada (collectively, the “ Qualifying Jurisdictions ”) pursuant to the Prospectus (as defined below) and (ii) in the United States to “qualified institutional buyers” as defined under Rule 144A (as defined below), in each case, in accordance with the terms and conditions set out in this Agreement.

In consideration of the agreement of the Underwriters to purchase the Initial Shares and, if applicable, the Over-Allotment Shares, and to offer such Offered Shares to the public, the

Company hereby agrees to pay to the Underwriters in cash (i) at the Closing Time, an aggregate fee of $6,001,600 (such aggregate fee, the “ Initial Fee ”), being a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the aggregate Offer Price for the Initial Shares and (ii) at any Over-Allotment Closing Time (as defined below) a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the aggregate purchase price for the Over-Allotment Shares purchased at that Over-Allotment Closing Time (such aggregate fee, the “ Over-Allotment Fee ” and, collectively with the Initial Fee, the “ Fee ”). The Joint Bookrunners shall be entitled to receive 5% of the Fee (payable as 50% to TDSI and 50% to BMO), and thereafter each Underwriter (including the Joint Bookrunners) shall be entitled to receive that proportion of the remainder of the Fee equal to the percentage listed opposite its name in Section 19 of this Agreement.

1. Interpretation

(a) In this Agreement, the following terms shall have the following meanings:

“ 2020 Annual MD&A ” means the Company’s management’s discussion and analysis of the consolidated financial condition and results of operations of the Company in respect of the consolidated financial statements referred to in clause (ii) of the definition of “Financial Information”;

“ affiliate ” and “ associate ” have the respective meanings given to such terms under the Securities Act (Ontario) as at the relevant time;

“ Agreement ” means the agreement resulting from the acceptance by the Company of the offer made by the Underwriters hereunder, and the terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Section or other portion hereof, as the same may be amended, restated, supplemented or otherwise modified from time to time;

“ Authorization ” means any certificate, consent, order, permit, approval, consent, waiver, licence, qualification, registration or similar authorization of any Governmental Body having jurisdiction over a person or property;

“ Beneficiaries ” has the meaning given to that term in Section 14(i);

“ BMO ” has the meaning given to that term in the first paragraph on page 1 of this Agreement;

“ Business ” means, as the context requires, the assets currently held and the businesses currently carried on, directly or indirectly, by the Company and its Subsidiaries;

“ Business Day ” means a day, other than a Saturday, Sunday or a day on which chartered banks are not open for business in Toronto, Ontario;

“ Business Update Disclosure ” means the press release dated September 13, 2021, relating to the Company’s business update for the second half of 2021, that is incorporated by reference into the Prospectus;

“ CDS ” means CDS Clearing and Depository Services Inc., and its successors in interest;

“ Claim ” has the meaning given to that term in Section 14(a);

“ Closing Date ” means October 4, 2021 or such later date as may be agreed to in writing by the Company and the Joint Bookrunners, each acting reasonably;

“ Closing Time ” means 8:30 a.m. (Toronto time) on the Closing Date, or any other time on the Closing Date as may be agreed to by the Company and the Underwriters;

“ Company ” has the meaning given to that term in the first paragraph on page 1 of this Agreement;

“ comparables ” has the meaning ascribed thereto under NI 41-101;

“ Continuing Underwriters ” has the meaning given to that term in Section 19;

“ Contract ” means any agreement, indenture, mortgage, charge, contract, lease, offer to lease, agreement to lease, deed of trust, licence, option, warrant, note agreement, loan agreement, instrument, collective agreement, or other binding commitment or understanding, whether written or oral;

“ Defaulted Securities ” has the meaning given to that term in Section 19;

“ distribution ” means a “distribution” or “distribution to the public”, as the case may be, for the purposes of applicable Securities Laws;

“ Documents Incorporated by Reference ” means the documents incorporated by reference in the Preliminary Prospectus or the Prospectus, as applicable;

“ Ernst & Young ” means Ernst & Young LLP, the auditors of the Company;

“ Fee ” has the meaning given to that term in the fourth paragraph on page 1 of this Agreement;

“ Final Receipt ” means the receipt issued in respect of the Prospectus by the Ontario Securities Commission in its capacity as principal regulator pursuant to NP 11-202, and the resulting deemed receipt from each of the Securities Commissions in the other Qualifying Jurisdictions pursuant to MI 11-102;

“ Final U.S. Memorandum ” means the final U.S. private placement offering memorandum, including the Prospectus, relating to offers and sales of Offered Shares in the United States;

“ Financial Data ” has the meaning given to that term in Section 4(d)(iv)(B);

“ Financial Information ” means the following information set forth in the Preliminary Prospectus and the Prospectus or the following documents incorporated by reference into

the Preliminary Prospectus and the Prospectus (and corresponding information in other Offering Documents):

(i) the information under the headings “Non-IFRS Measures” and “Consolidated Capitalization” included in the Preliminary Prospectus and the Prospectus;
(ii) the audited consolidated financial statements of the Company as at and for the years ended December 31, 2020 and 2019, together with the notes thereto and the auditors’ report thereon;
(iii) the 2020 Annual MD&A;
(iv) the unaudited interim consolidated financial statements of the Company as at and for the three and six month periods ended June 30, 2021 and 2020, together with the notes thereto; and
(v) the Q2 2021 MD&A;

“ GAAP ” means International Financial Reporting Standards, as issued by the International Accounting Standards Board and as adopted by the Chartered Professional Accountants of Canada in Part I of The CPA Canada Handbook – Accounting;

“ Governmental Body ” means any:

(i) multinational, federal, provincial, municipal, local or other governmental or public department, regulatory authority, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign;
(ii) any subdivision or authority of any of the foregoing; or
(iii) any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above, and, for greater certainty, includes the Securities Commissions and the TSX;

“ Indemnified Parties ” has the meaning given to that term in Section 14(a);

“ Indemnifying Party ” has the meaning given to that term in Section 14(a);

“ Indemnified Taxes ” has the meaning given to that term in Section 14(h);

“ Initial Fee ” has the meaning given to that term in the fourth paragraph on page 1 of this Agreement;

“ Initial Shares ” has the meaning given to that term in the first paragraph on page 1 of this Agreement;

“ Intellectual Property ” means (i) any trademarks, trade names, business names, brand names, service marks, computer software, computer programs, copyrights, including any performing, author or moral rights, designs, inventions, patents, franchises, formulas, processes, know-how, technology and related goodwill, (ii) any applications, registrations, issued patents, continuations in part, divisional applications or analogous rights or licence rights therefore, and (iii) all other intellectual or industrial property;

“ Laws ” means any and all applicable laws, including all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, or policies or guidelines of (or issued by) Governmental Bodies, or Authorizations binding on or affecting the person referred to in the context in which the word is used;

“ limited-use version ” has the meaning ascribed thereto under NI 41-101;

“ Marketing Documents ” means, collectively, (i) the Term Sheet and (ii) all marketing materials (including any template version or limited-use version thereof) approved in accordance with Section 8(a)(iii) of this Agreement and provided to a potential investor in connection with the distribution of the Offered Shares;

“ marketing materials ” has the meaning ascribed thereto under NI 41-101;

“ Material Adverse Change ” means a material adverse change (whether actual, anticipated, contemplated, proposed by, or threatened against, any of the Company or its Subsidiaries), financial or otherwise, in the operating, financial or physical condition of the Business, or capital of any of the Company or its Subsidiaries, in each case from that in effect at the time of filing the Prospectus;

“ Material Adverse Effect ” when used herein means (i) any change, event, violation, inaccuracy, circumstance or effect that is materially adverse to the business, assets (including intangible assets), liabilities, capital liabilities (contingent or otherwise) capitalization, cash flow, income, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole and after giving effect to this Agreement and the transactions contemplated hereby or (ii) any fact, event or change that would result in the Preliminary Prospectus, the Prospectus or any amendment or supplement to the Preliminary Prospectus or the Prospectus containing a misrepresentation;

“ material change ”, “ material fact ” and “ misrepresentation ” have the respective meanings given to them under applicable Securities Laws of the Qualifying Jurisdictions;

“ MI 11-102 ” means Multilateral Instrument 11-102 – Passport System ;

“ NI 41-101 ” means National Instrument 44-101 – General Prospectus Requirements ; “ NI 44-101 ” means National Instrument 44-101 – Short Form Prospectus Distributions

“ NP 11-202 ” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions ;

“ Offer Price ” has the meaning given to that term in the first paragraph on page 1 of this Agreement;

“ Offered Shares ” has the meaning given to that term in the second paragraph on page 1 of this Agreement;

“ Offering ” means the offering of the Offered Shares under the Prospectus;

“ Offering Documents ” means, collectively, the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Memorandum, the Final U.S. Memorandum and any Supplementary Material;

“ Over-Allotment Fee ” has the meaning given to that term in the fourth paragraph on page 1 of this Agreement;

“ Over-Allotment Option Expiry Date ” has the meaning given to that term in the second paragraph on page 1 of this Agreement;

“ Over-Allotment Option ” has the meaning given to that term in the second paragraph on page 1 of this Agreement;

“ Over-Allotment Closing Date ” means the date, which shall be a Business Day, as set out in the Over-Allotment Option Notice or such other date that the Company and the Joint Bookrunners, on behalf of the Underwriters, may agree upon in writing;

“ Over-Allotment Closing Time ” means 8:30 a.m. (Toronto time) on the Over-Allotment Closing Date;

“ Over-Allotment Option Notice ” has the meaning given to that term in Section 12;

“ Over-Allotment Shares ” has the meaning given to that term in the second paragraph on page 1 of this Agreement;

“ person ” means and includes any individual, general partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), joint stock company, association, trust, trust company, bank, pension fund, trustee, executor, administrator or other legal personal representative, Governmental Body or other organization or entity, whether or not a legal entity, however designated or constituted;

“ Preliminary Prospectus ” means the preliminary short form prospectus of the Company, including the Documents Incorporated by Reference therein, relating to the qualification for distribution of the Offered Shares under applicable Securities Laws in the Qualifying Jurisdictions;

“ Preliminary Receipt ” means the receipt issued in respect of the Preliminary Prospectus by the Ontario Securities Commission in its capacity as principal regulator pursuant to NP 11-202, and the resulting deemed receipt from each of the Securities Commissions in the other Qualifying Jurisdictions pursuant to MI 11-102;

“ Preliminary U.S. Memorandum ” means the preliminary U.S. private placement offering memorandum, including the Preliminary Prospectus, relating to offers and sales of Offered Shares in the United States;

“ Privacy Laws ” has the meaning given to that term in Section 7(a)(xxxiii);

“ Prospectus ” means the (final) short form prospectus of the Company, including the Documents Incorporated by Reference therein (including, without limitation, any Marketing Documents), to be approved, signed and certified in accordance with the Securities Laws in the Qualifying Jurisdictions relating to the qualification for distribution of the Offered Shares under applicable Securities Laws in the Qualifying Jurisdictions;

“ Q2 2021 MD&A ” means the Company’s management’s discussion and analysis of the consolidated financial condition and results of operations of the Company in respect of the consolidated financial statements referred to in clause (iv) of the definition of “Financial Information”;

“ Qualifying Jurisdictions ” has the meaning given to that term in the third paragraph on page 1 of this Agreement;

“ Refusing Underwriter ” has the meaning given to that term in Section 19;

“ Rule 144A ” means Rule 144A adopted under the U.S. Securities Act;

“ Securities Commissions ” means, collectively, the securities commission or securities regulatory authority in each of the Qualifying Jurisdictions;

“ Securities Laws ” means, collectively, the applicable securities laws of each of the Qualifying Jurisdictions and the respective regulations and rules made under those securities laws together with all applicable policy statements, blanket orders and rulings of the Securities Commissions and all discretionary orders or rulings, if any, of the Securities Commissions made in connection with the transactions contemplated by this Agreement and the securities legislation and policies of each other relevant jurisdiction;

“ Selling Group ” has the meaning given to that term in Section 3(a);

“ Shares ” means the common shares in the capital of the Company;

“ Standard Listing Conditions ” has the meaning given to that term in Section 4(d)(iii);

“ Subsidiaries ” means the material subsidiaries of the Company, being Altus Group Asia Pacific Limited, Altus Group (UK) Limited, Altus Group Australia Pty Limited, Altus Group Consulting Pty Limited, Altus Group Cost Management Pty Limited, Altus Group Data Solutions Inc./Groupe Altus Gestion de Données Inc., Altus Group Tax Consulting Paralegal Professional Corporation, Altus Group U.S. Inc., ARGUS Software (UK) Ltd., ARGUS Software, Inc., Estate Master Group Holding Pty Limited, Estate Master Pty Limited, Finance Active SAS, One 11 Advisors, LLC, and Taliance Group SAS;

“ Supplementary Material ” means, collectively, any amendment or supplement to the Preliminary Prospectus or the Prospectus, and any ancillary materials (including Marketing Documents) that may be filed by or on behalf of the Company relating to the qualification for distribution of the Offered Shares under the applicable Securities Laws;

“ Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, as amended;

“ TDSI ” has the meaning given to that term in the first paragraph on page 1 of this Agreement;

“ template version ” has the meaning ascribed thereto under NI 41-101;

“ Term Sheet ” means the template version of the term sheet in respect of the Offering, filed by the Company with the Securities Commissions on September 14, 2021;

“ Transfer Agent ” means AST Trust Company (Canada);

“ TSX ” means the Toronto Stock Exchange;

“ Underwriters ” has the meaning given to that term in the first paragraph on page 1 of this Agreement;

“ 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. Memorandum ” means, together, the Preliminary U.S. Memorandum and the Final U.S. Memorandum; and

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

(b) All dollar amounts in this Agreement are expressed in Canadian currency.

(c) The division of this Agreement into Sections and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation hereof. Except as expressly provided herein, references to a Section or Schedule are references to a Section of or Schedule to this Agreement.

(d) Words importing the singular number shall include the plural and vice versa , and words importing any gender shall include all genders. The term “including” means “including without limitation”.

2. Filing of Preliminary Prospectus and Prospectus

(a) The Company will, as soon as possible following the execution of this Agreement but in any event not later than September 20, 2021, file the Preliminary Prospectus with the Securities Commissions in each of the Qualifying Jurisdictions in compliance with the Securities Laws and obtain the Preliminary Receipt.

(b) The Company will use reasonable best efforts to, as soon as possible after any comments of the Securities Commissions in connection with the Preliminary Prospectus have been satisfied, prepare and file the Prospectus with the Securities Commissions in each of the Qualifying Jurisdictions in compliance with the Securities Laws, and obtain the Final Receipt as soon as reasonably possible after filing the Prospectus and, in any event, by not later than 5:00 p.m. (Toronto time) on September 27, 2021 (or such other time and/or later date as agreed to by the Joint Bookrunners and the Company), and will have taken all other steps and proceedings that may be necessary in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares in each of the Qualifying Jurisdictions under the Securities Laws and who comply with such Securities Laws.

(c) Until the distribution of the Offered Shares has been completed, the Company will promptly take, or cause to be taken, all additional steps and proceedings that are in their power to take or cause to be taken and which may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Shares in the Qualifying Jurisdictions or, if the Offered Shares have, for any reason, ceased to so qualify, to again qualify the Offered Shares, as applicable, for distribution in each of the Qualifying Jurisdictions.

(d) Prior to the filing of the Preliminary Prospectus, the Prospectus and any Supplementary Material, the Company shall have permitted the Underwriters to review each of the Preliminary Prospectus, the Prospectus and such Supplementary Material and shall have allowed the Underwriters to conduct any due diligence investigations which each of them reasonably requires in order to fulfil its obligations as an underwriter under Securities Laws and in order to enable it to responsibly execute the certificate in the Preliminary Prospectus, the Prospectus and such Supplementary Material required to be executed by it where applicable. Following the filing of the Prospectus and prior to the completion of the distribution of the Offered Shares, the Company shall allow each of the Underwriters to conduct any due diligence investigations which any of them reasonably requires to confirm as at any date that it continues to have reasonable grounds for the belief that the Prospectus does not contain a misrepresentation as at such date.

3. Distribution and Certain Obligations of Underwriters

(a) During the course of the distribution of the Offered Shares to the public by or through the Underwriters, the Underwriters will offer and sell the Offered Shares to the public only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters will comply with applicable Securities Laws in connection with the distribution of the Offered Shares. The Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Offered Shares or deliver any Offering Document in any jurisdiction other than the Qualifying Jurisdictions, so as to require the registration of those Offered Shares or the filing of a prospectus or compliance with other similar requirements with respect to the Offered Shares under the Laws of any such jurisdiction. The Selling Group (as defined below) shall be permitted to offer the Offered Shares in the United States solely to “qualified institutional buyers” as defined under Rule 144A and in accordance with Schedule B hereto. Each Underwriter will cause substantially similar undertakings to be contained in any agreements entered into among the members of the banking, selling or other groups formed for the distribution of the Offered Shares (collectively, the “ Selling

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Group ”), if any, and will cause each member of such Selling Group to comply with applicable Securities Laws.

(b) The Underwriters will complete and will use their commercially reasonable efforts to cause members of their Selling Group, if any, to complete the distribution of the Offered Shares as soon as practicable after the Closing Time. The Underwriters will notify the Company as soon as practicable when, in the Underwriters’ opinion, the Underwriters and the members of their Selling Group, if any, have ceased distribution of the Offered Shares and will provide the Company with a written breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where that breakdown is required by the relevant Securities Commission for the purpose of calculating fees payable to that Securities Commission.

(c) For the purposes of this Section 3, the Underwriters will be entitled to assume that the Offered Shares are qualified for distribution in each Qualifying Jurisdiction in respect of which the Final Receipt evidences that a receipt or similar document for the Prospectus has been obtained from the applicable Securities Commission unless the Underwriters receive written notice to the contrary from the Company or the applicable Securities Commission.

(d) No Underwriter will be liable to the Company under this Section 3 with respect to any act, conduct or default by any of the other Underwriters.

4. Delivery of Prospectus and Related Matters

(a) The Company will be responsible for and will cause to be delivered to the Underwriters, at those delivery points reasonably requested by the Underwriters, as soon as possible and, in any event, by no later than 12:00 p.m. (Toronto time) on the next Business Day (or, for delivery points outside of Toronto, on the second Business Day) after the date of receipt of the Preliminary Receipt or the Final Receipt, as applicable, in respect of the filing of the Preliminary Prospectus or the Prospectus, as applicable, and thereafter from time to time during the distribution of the Offered Shares, as many commercial copies of the Preliminary Prospectus or the Prospectus, as applicable, in the English and French language as the Underwriters may reasonably request. The Company will similarly cause to be delivered to the Underwriters, at those delivery points as the Underwriters may reasonably request, commercial copies of any Supplementary Material required to be delivered to purchasers or prospective purchasers of the Offered Shares. The Company will similarly cause to be delivered to the Underwriters, at those delivery points as the Underwriters may reasonably request, as many commercial copies of the Preliminary U.S. Memorandum or the Final U.S. Memorandum, as applicable, as the Underwriters may reasonably request. Each delivery of any Offering Document to the Underwriters by the Company will have constituted or will constitute, as the case may be, consent by the Company to the use by the Underwriters and the members of their Selling Group, if any, of such Offering Document in connection with the distribution of the Offered Shares in accordance with this Agreement.

(b) Each delivery of any Offering Document to the Underwriters pursuant to Section 4(a) will constitute the representation and warranty of the Company to the Underwriters that, at the respective times of delivery of such Offering Document:

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(i) the information and statements contained in such Offering Document (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use therein): (A) are true and correct in all material respects and contain no misrepresentation; and (B) constitute (together, in the case of any Supplementary Material, with the Preliminary Prospectus or the Prospectus, as applicable) full, true and plain disclosure of all material facts relating to the Company, the Business, and the Offered Shares; and
(ii) such Offering Document complies with all applicable Securities Laws.

(c) The Company will be responsible for and will cause to be delivered to the Underwriters, without charge, contemporaneously with or prior to, the filing of the Preliminary Prospectus;

(i) a copy of the Preliminary Prospectus, including all Documents Incorporated by Reference and any Supplementary Material, in both the English and the French language, each signed on behalf of the Company as required by Securities Laws;
(ii) a copy of any other document required to be filed by the Company under the Securities Laws in connection with the Preliminary Prospectus;
(iii) except to the extent that an exemption has been obtained from the Autorité des marchés financiers, an opinion of Québec counsel to the Company in form and substance satisfactory to the Underwriters and their counsel and addressed to the Underwriters, the board of directors of the Company and their respective counsel, to the effect that the French language version of the Preliminary Prospectus, including all Documents Incorporated by Reference but excluding the Financial Information, is in all material respects a complete and proper translation of the English language version thereof; and
(iv) except to the extent that an exemption has been obtained from the Autorité des marchés financiers, an opinion of Ernst & Young, in form and substance satisfactory to the Underwriters and addressed to the Underwriters, the board of directors of the Company and their respective counsel, to the effect that the French language version of the Financial Information is in all material respects a complete and proper translation of the English language version thereof.

(d) The Company will be responsible for and will cause to be delivered to the Underwriters, without charge, contemporaneously with or prior to, the filing of the Prospectus, unless otherwise indicated:

(i) a copy of the Prospectus, including all Documents Incorporated by Reference and any Supplementary Material in both the English and the
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French language, each signed on behalf of the Company as required by Securities Laws;

(ii) a copy of any other document required to be filed by the Company under the Securities Laws in connection with the Offering;
(iii) evidence satisfactory to the Underwriters of the approval of the listing and posting for trading on the TSX of the Offered Shares, subject only to satisfaction by the Company of the conditions imposed by the TSX in its letter granting conditional listing approval of the Offered Shares (collectively, the “ Standard Listing Conditions ”);
(iv) a “long-form” comfort letter of Ernst & Young dated the date of the Prospectus, in form and substance satisfactory to the Underwriters and their counsel and addressed to the Underwriters and board of directors of the Company, based on a review completed not more than two Business Days prior to the date of the letter, verifying certain financial and accounting information relating to the Company in the Prospectus, including all Documents Incorporated by Reference and any Supplementary Material, including:
(A) to the effect that, in their opinion, the Financial Information examined by them complies in all material respects with all applicable accounting requirements, including GAAP and the applicable accounting requirements of the Securities Laws;
(B) relating to the verification of the financial information and statistical and accounting data (other than industry data derived from industry sources) (collectively, the “ Financial Data ”) contained in the “circle up” of the Prospectus (including the Documents Incorporated by Reference therein) and any Supplementary Material and matters involving changes or developments since the respective dates as of which such Financial Data is given in the Prospectus, the Documents Incorporated by Reference or the Supplementary Material, as the case may be; and
(C) to the effect that Ernst & Young are independent public accountants as required by Securities Laws,

which letter will be in addition to the consent letter addressed by Ernst & Young to the Securities Commissions in the Qualifying Jurisdictions;

(v) prior to or contemporaneously with the filing of the Prospectus with the Securities Commission in the Province of Québec, an opinion of Québec counsel to the Company in form and substance satisfactory to the Underwriters and their counsel and addressed to the Underwriters, the board of directors of the Company and their respective counsel, to the effect that:
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(A) the French language version of the Prospectus, including all Documents Incorporated by Reference but excluding the Financial Information, is in all material respects a complete and proper translation of the English language version thereof; and
(B) all Laws in the Province of Québec relating to the use of the French language in connection with the distribution of the Offered Shares have been complied with in respect of the Offering Documents to be delivered to purchasers in such Province; and
(vi) prior to or contemporaneously with the filing of the Prospectus with the Securities Commission in the Province of Québec, an opinion of Ernst & Young, in form and substance satisfactory to the Underwriters and addressed to the Underwriters, the board of directors of the Company and their respective counsel, to the effect that the French language version of the Financial Information is in all material respects a complete and proper translation of the English language version thereof.

(e) Opinions, comfort letters and other documents substantially similar to those referred to in Section 4(c) and 4(d) of this Agreement will be delivered to the Underwriters, the board of directors of the Company and their respective counsel with respect to any Supplementary Material concurrently with the filing of such Supplementary Material with the Securities Commissions.

(f) During the period commencing on the date hereof and ending on the date of completion of the distribution of the Offered Shares, the Company will promptly provide to the Joint Bookrunners and Underwriters’ counsel drafts of any press releases of the Company for review and approval by the Joint Bookrunners and Underwriters’ counsel, such approval not to be unreasonably withheld or delayed, prior to issuance.

5. Material Change

(a) The Company will promptly inform the Underwriters in writing during the period prior to the completion of the distribution of the Offered Shares of the full particulars of:

(i) any Material Adverse Change;
(ii) any material fact which has arisen or has been discovered that would have been required to have been stated in an Offering Document had that fact arisen or been discovered on or prior to the date of such Offering Document; and
(iii) any change in any material fact contained in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement,
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which, in any case, could render any of the Offering Documents untrue or misleading in any material respect or would result in a misrepresentation in any of the Offering Documents or result in the Offering Documents not being in compliance in any material respect with any Securities Laws.

(b) During the period prior to the completion of the distribution of the Offered Shares, the Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of other Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions.

(c) In addition to the provisions of Sections 5(a) and 5(b), the Company will, in good faith, discuss with the Underwriters any change, event or fact contemplated in Sections 5(a) and 5(b) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under Section 5(a) and will consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Underwriters and their counsel (such approval not to be unreasonably withheld or delayed).

(d) During the period commencing on the date hereof and ending on the date the Underwriters notify the Company of the completion of the distribution of the Offered Shares, the Company will promptly inform the Underwriters of the full particulars of (i) the issuance by any Securities Commission, the TSX or any other Governmental Body of any order to cease or suspend trading of any securities of the Company or of the institution or threat of institution of any proceedings for that purpose, and (ii) any notice or other correspondence received by the Company from any Governmental Body requesting information, a meeting or a hearing or commencing or threatening any investigation into the Company or its business.

6. Regulatory Approvals

The Company will promptly make all necessary filings and use its reasonable best efforts to obtain all necessary regulatory consents and approvals required in connection with the Offering and take such further action as the Underwriters may reasonably request to qualify the Offered Shares for offering and sale in the Qualifying Jurisdictions under Securities Laws and to comply with all such laws so as to permit the continuance of sales and dealings therein in the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Offered Shares.

7. Representations and Warranties of the Company

(a) The Company represents and warrants to the Underwriters and acknowledges that the Underwriters are relying upon the following representations and warranties in entering into this Agreement and completing the transactions contemplated hereunder:

(i) the Company is a corporation that has been duly incorporated and is validly existing and in good standing under the Laws of the Province of Ontario, and the Company has all requisite power, capacity and authority to own or
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lease and to manage its properties and assets, to own other investments and to conduct the Business, all as contemplated in the Prospectus;

(ii) the Company is a reporting issuer under the Securities Laws of each Qualifying Jurisdiction where such concept exists and is not in default of any requirement of such Securities Laws and is not included on a list of defaulting reporting issuers maintained by any of the Securities Commissions;
(iii) the Company has no material subsidiaries other than those set out in the definition of “Subsidiaries” in Section 1;
(iv) each Subsidiary is a subsidiary of the Company that is material to the operations of the Company and the Business and is an entity duly formed and validly existing under the Laws of the jurisdiction of its formation;
(v) the Business has been and is being operated by the Company and the Subsidiaries in compliance with all Laws and Authorizations and all such Authorizations are valid and existing and in good standing, except where such failure to be in compliance or for an Authorization to be valid, existing and/or in good standing would not have a Material Adverse Effect, and none of them contains any term, provision, condition or limitation which has a Material Adverse Effect;
(vi) each of the Company and the Subsidiaries has conducted and is conducting the Business in compliance with the terms and provisions of its constating and organizational documents in all material respects;
(vii) the authorized capital of the Company consists of an unlimited number of Shares and an unlimited number of preferred shares issuable in series, and, as of September 17, 2021, 41,901,012 Shares are validly issued and outstanding as fully paid and no preferred shares are issued and outstanding;
(viii) all of the securities of each of the Company and the Subsidiaries outstanding on the date hereof have been duly authorized and validly issued as fully paid and, to the extent applicable, non-assessable;
(ix) the Shares are listed and posted for trading on the TSX;
(x) neither the Company nor any Subsidiary has any securities outstanding which are convertible into or exchangeable or exercisable for Shares or any other securities of such entities except as disclosed in the Preliminary Prospectus;
(xi) there are no outstanding options on or rights to subscribe for any of the unissued Shares or any other securities of the Company or any Subsidiaries, except as disclosed in the Preliminary Prospectus and except for, in the case of securities of a Subsidiary, securities, options or rights that are issuable
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to, or exercisable by, any person under a purchase agreement or similar contract pursuant to which that Subsidiary (or one of its predecessors) acquired any property, asset or security from such person;

(xii) the Company has all requisite power and authority: (i) to enter into this Agreement; (ii) to carry out all the terms and provisions of this Agreement; (iii) to issue and deliver the Offered Shares in accordance with the provisions of this Agreement; and (iv) to carry out the transactions as and to the extent described in the Prospectus;
(xiii) this Agreement has been duly authorized, executed and delivered by the Company, and constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity;
(xiv) no Authorization is required by the Company for the execution and delivery of and the performance by the Company of its obligations under this Agreement or the creation, issue, sale and distribution of the Offered Shares, except as may be required under the Securities Laws and the approval of the TSX and which shall have been obtained on or before the Closing Time;
(xv) the Company is in compliance with (i) the Securities Laws in connection with the offer, sale and issue of the Offered Shares and (ii) its timely and continuous disclosure obligations under the Securities Laws of each of the Qualifying Jurisdictions and the policies, rules and regulations of the TSX and, without limiting the generality of the foregoing, except as disclosed in the Preliminary Prospectus, there has not occurred any material change in the business, operations, assets, liabilities, capital, cash flow, condition (financial or otherwise) or prospects of the Company and the Subsidiaries, taken as a whole, since December 31, 2020 and, except as may have been corrected by subsequent disclosure, all the statements set forth in the Company’s public disclosure were true, correct, and complete in all material respects and did not contain any misrepresentation as of the date of such statements and the Company has not filed any confidential material change reports since the date of such statements which remains confidential as at the date hereof;
(xvi) the issuance of the Offered Shares by the Company in accordance with the terms of this Agreement has been authorized by all necessary action of the Company, and upon payment therefor in accordance with this Agreement, the Offered Shares will be validly issued and outstanding as fully paid and non-assessable securities of the Company;
(xvii) none of (i) the execution and delivery of this Agreement and any document or instrument to be executed and delivered by the Company pursuant hereto
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or thereto; (ii) the performance and compliance with the terms of this Agreement and any document or instrument to be executed and delivered by the Company pursuant hereto or thereto; (iii) the issue and sale of the Offered Shares; or (iv) the use of proceeds of the Offering as described in the Preliminary Prospectus and the Prospectus, will result in any breach of, or be in conflict with or constitute a default under or create a state of facts which (whether after notice or lapse of time or both) will constitute a default under or breach of, and the Company and each Subsidiary is not in default under or in breach of (A) the terms, conditions or provisions of their respective constating or organizational documents, or any resolution of their respective directors or shareholders, as applicable, (B) any material Contract to which any of such person is a party or by which its or their respective property or assets are bound, except for such breaches, conflicts or defaults for which a full waiver or consent will be obtained prior to the Closing Time, or (C) any judgment or Law applicable to any of them, including the Securities Laws and the rules and regulations of the TSX;

(xviii) the Company and each Subsidiary has obtained or will obtain, on or prior to the Closing Date, all required third party consents in connection with the transactions contemplated by this Agreement and the Prospectus, where the failure to obtain such consent would individually or in the aggregate, result in a Material Adverse Effect;
(xix) the Company will use its reasonable best efforts to arrange for the listing and posting for trading on the TSX of the Offered Shares effective as of the Closing Time;
(xx) the execution and filing of each of the Preliminary Prospectus and the Prospectus with the Securities Commissions have been duly approved and authorized by all necessary action by the Company, and the Preliminary Prospectus and Prospectus, prior to filing will each be, duly executed by and on behalf of the Company;
(xxi) the Company is qualified under NI 44-101 to use the short form prospectus distribution system to file a short form prospectus with the Securities Commissions;
(xxii) there is no order, ruling or determination having the effect of ceasing or suspending trading in the securities of the Company (including the Debentures), prohibiting the sale of such securities or preventing or suspending the use of the Preliminary Prospectus or the Prospectus, and to the knowledge of the Company, no investigations or proceedings for such purposes are pending or threatened by any regulatory authority;
(xxiii) AST Trust Company (Canada) is the registrar and transfer agent of the Company with respect to the Shares;
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(xxiv) the form and terms of the certificate for the Offered Shares have been approved and adopted by the board of directors of the Company and comply with all legal requirements, including, without limitation, the Securities Laws and the by-laws, rules and regulations of the TSX, and do not conflict with the constating documents of the Company;
(xxv) the Offered Shares conform in all material respects to the description thereof in the Preliminary Prospectus and the Prospectus;
(xxvi) Ernst & Young, who have audited and reviewed the consolidated financial statements of the Company incorporated by reference in the Preliminary Prospectus and the Prospectus, are independent public accountants with respect to the Company, as required by applicable Securities Laws and there has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations ) with Ernst & Young;
(xxvii) the consolidated financial statements of the Company incorporated by reference in the Preliminary Prospectus and Prospectus have been prepared in all material respects in accordance with GAAP and the Securities Laws and present fairly and accurately the financial condition and position, results of operations, cash flows and all of the assets and liabilities of the Company, on a consolidated basis;
(xxviii) the Financial Data contained in the Preliminary Prospectus and the Prospectus is presented fairly and is true and correct in all material respects and contains no misrepresentation;
(xxix) (A) the Company has a reasonable basis for the forward-looking information (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations ) contained in the Offering Documents, including the guidance and other financial outlook set out in the Business Update Disclosure and under the headings “Altus Analytics - Outlook” and “Commercial Real Estate Consulting – Outlook” in the 2020 Annual MD&A, as modified by the Q2 2021 MD&A and by the Business Update Disclosure (collectively, the “ Financial Outlook ”); (B) that forwardlooking information (x) fairly presents in all material respects the Company’s reasonable estimates for the periods covered thereby, based on information currently available to the Company and its Subsidiaries, (y) was developed using the factors and assumptions that are reasonable in the circumstances and, to the extent material, those underlying factors and assumptions have been described in the Offering Documents; and, (C) in the case of the Financial Outlook, is limited to a period for which the Financial Outlook can be reasonably estimated and uses the accounting policies the Company expects to use to prepare its historical financial statements for the period covered thereby;
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(xxx) the proceeds of the Offering will be used in the manner specified in the Prospectus;
(xxxi) except as disclosed in the Preliminary Prospectus, there are no actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or, to the Company’s knowledge, threatened against or affecting the Company or any Subsidiary or their directors or officers in their roles as directors or officers of the Company or any Subsidiary, at law or in equity or before or by any Governmental Body of any kind whatsoever and, to the Company’s knowledge, there is no basis therefor and the Company and the Subsidiaries are not subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Body, which, either separately or in the aggregate, would reasonably be expected to have a Material Adverse Effect;
(xxxii) except as would not reasonably be expected to have a Material Adverse Effect, the material Intellectual Property used by the Company and its Subsidiaries is owned by the Company or its Subsidiaries or the Company or its Subsidiary, as applicable, has the right to use it. To the knowledge of the Company, the Company and its Subsidiaries, in the conduct of the Business, do not infringe or conflict with any Intellectual Property of any third party;
(xxxiii) except as would not reasonably be expected to have a Material Adverse Effect, the Company and each Subsidiary have implemented measures required to comply in all material respects with applicable privacy, data privacy, security and consumer protection Laws, including the European Union’s General Data Protection Regulation, the Personal Information Protection and Electronic Documents Act (Canada) and all regulations promulgated thereunder, and the California Consumer Protection Act (collectively, “ Privacy Laws ”);
(xxxiv) except as would not reasonably be expected to have a Material Adverse Effect, the Company and each Subsidiary has reasonable security measures and safeguards in place to protect personal information it collects from clients and customers and other parties from loss, theft, illegal or unauthorized access or copying, use, modification, disclosure or other misuse by its personnel or third parties in a manner that violates the rights of third parties or any Laws, including Privacy Laws. Except as would not reasonably be expected to have a Material Adverse Effect, the Company and the Subsidiaries are in compliance with, and have complied with, Privacy Laws, and none has received any inspection report, notice of adverse finding, warning letter, untitled letter or other correspondence or notice, or been subject to any disciplinary proceedings, from or by any Governmental Authority alleging or asserting any material non-compliance with (x) any Privacy Laws or (y) any Authorizations required by any such Privacy Laws;
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(xxxv) no applicable certification organization that has reviewed the Company’s or any of its Subsidiaries’ compliance with Privacy Laws has rejected the Company’s or any of its Subsidiaries’ application for certification;
(xxxvi) except as would not reasonably be expected to have a Material Adverse Effect, the information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases used by the Company and the Subsidiaries are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and the Subsidiaries as currently conducted, free and clear, to the knowledge of the Company, of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptors. Except as disclosed in the Offering Documents, neither the Company nor any Subsidiary is aware of any security breach or unauthorized disclosure of any information collected from customers, except as would not reasonably be expected to have a Material Adverse Effect;
(xxxvii) since January 1, 2020, no acquisitions or dispositions have been made by the Company or any Subsidiary that are “significant acquisitions” for which the Company is required to file a “business acquisition report” (as such terms are defined in National Instrument 51-102 – Continuous Disclosure Obligations ) and none of the Company or any of its subsidiaries is a party to any contract with respect to any transaction that would constitute a “proposed acquisition” or a “reverse takeover”, in each case which would require disclosure in the Preliminary Prospectus or the Prospectus in accordance with Item 10 or Item 10(a) , as applicable, of Form 44-101 F1 – Short Form Prospectus;
(xxxviii) neither the Company nor any Subsidiary is a party to any Contract which is or could be material to the Company or such Subsidiary that is required under the Securities Laws to be publicly disclosed, except as has been disclosed in the Preliminary Prospectus;
(xxxix) except as disclosed in the Prospectus, none of the directors, officers or employees of the Company or any Subsidiary, as applicable, or any associate or affiliate of any of the foregoing, has any interest, direct or indirect, in any transaction or any proposed transaction with the Company or any Subsidiary which materially affects, is material to or could materially affect the Company, any Subsidiary or their respective businesses;
(xl) except as disclosed in the Prospectus and contemplated hereby, there is no person acting or purporting to act at the request of the Company or any Subsidiary, who is entitled to any brokerage or agency fee in connection with the transactions contemplated by the Prospectus;
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(xli) the information and statements contained in the Preliminary Prospectus (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use therein): (A) are true and correct in all material respects and contain no misrepresentation; and (B) constitute (together, in the case of any Supplementary Material with the Preliminary Prospectus) full, true and plain disclosure of all material facts relating to the Company, the Business, and the Offered Shares;
(xlii) the information and statements contained in the Prospectus (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use therein) as at the date of filing the Prospectus: (A) will be true and correct in all material respects and will contain no misrepresentation; and (B) will constitute (together, in the case of any Supplementary Material, with the Prospectus) full, true and plain disclosure of all material facts relating to the Company, the Business, and the Offered Shares; and
(xliii) on September 14, 2021, prior to the announcement of the Offering, the Company approved the Term Sheet and authorized each of the Underwriters to provide a limited-use version of the Term Sheet to potential investors following the announcement of the Offering, and on September 14, 2021, subsequent to such announcement, the Company filed the Term Sheet with the Commissions in compliance with the requirements of NI 44-101.

8. Covenants of the Company

(a) The Company covenants and agrees with each of the Underwriters that the
Company:
(i) will advise the Underwriters promptly after receiving notice that the Preliminary Prospectus, the Prospectus and any Supplementary Material have been filed and the Preliminary Receipt or the Final Receipt, as applicable, has been obtained therefor and will provide evidence satisfactory to the Underwriters of each such filing and the issuance of such Preliminary Receipt or Final Receipt, as applicable;
(ii) will advise the Underwriters promptly after receiving notice or obtaining knowledge of:
- (A) the issuance by any Securities Commission of any order suspending or preventing the use of any Offering Document;
- (B) the suspension of the qualification of the Offered Shares for offering or sale in any of the Qualifying Jurisdictions;
- (C) the institution, threatening or contemplation of any proceeding for any of the purposes described in (A) or (B); or
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(D) any requests made by any Securities Commission to amend or supplement the Preliminary Prospectus or the Prospectus or for additional information in respect of the Offering,

and it will use its reasonable commercial efforts to prevent the issuance of any such order or request and, if any such order or request is issued, to obtain the withdrawal of such order or request as promptly as possible;

(iii) will provide its full cooperation, and cause its management to provide their full cooperation, in marketing the Offering as the Underwriters may reasonably require, including in connection with the preparation of any marketing materials for provision to any potential investor in the Offered Shares that the Underwriters reasonably request, and will approve in writing any template version of any such marketing materials (which approval shall constitute the Underwriters’ authority to use such Marketing Documents, including any limited-use versions thereof, in connection with the Offering) and file such template version with the Securities Commissions as soon as reasonably practical after it has been so approved by the Company and the Joint Bookrunners and, in any event, not later than the day on which such marketing materials have or will be first provided to any potential investor in the Offering. Any comparables (and all disclosure relating to such comparables) shall be redacted (to the fullest extent permitted by NI 44101) from the template version of any marketing materials filed with the Securities Commissions pursuant to this clause (iii) and, where applicable, a complete template version of such marketing materials (containing the redacted comparables and related disclosure) shall be delivered to the applicable Securities Commissions by the Company in compliance with NI 44-101;
(iv) will apply, or cause to be applied, the net proceeds from the Offering in accordance with the disclosure set out under the heading “Use of Proceeds” in the Prospectus; and
(v) will use reasonable commercial efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to this Agreement and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated by the Prospectus.

9. Survival of Representations, Warranties and Covenants

(a) All of the representations, warranties and covenants of the Company contained in this Agreement or in agreements, certificates or other documents referred to in this Agreement or delivered pursuant to this Agreement shall survive the purchase and sale of the Offered Shares and the termination of this Agreement and such representations, warranties and covenants shall survive

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in full force and effect for the benefit of the Underwriters for a period of three years after the Closing Date (or the Over-Allotment Closing Date, if later), regardless of any subsequent disposition of the Offered Shares or any investigation by or on behalf of the Underwriters with respect thereto.

(b) Notwithstanding anything to the contrary in Section 9(a), in the case of any fraud or fraudulent misrepresentation of the Company, the representations, warranties and covenants of such party contained in this Agreement or in agreements, certificates or other documents referred to in this Agreement or delivered pursuant to this Agreement that relate to the subject of such fraud or fraudulent misrepresentation shall survive the purchase and sale of the Offered Shares and the termination of this Agreement and shall remain in full force and effect indefinitely.

10. Conditions of Closing

The obligation of the Underwriters to purchase the Offered Shares under this Agreement will be subject to the following conditions being fulfilled on the Closing Date (or the Over-Allotment Closing Date, as applicable), which are for the exclusive benefit of the Underwriters, and any of the following conditions may be waived, in whole or in part, by the Underwriters in their sole discretion pursuant to Section 17:

(a) The Underwriters shall have received at the Closing Time (and at the OverAllotment Closing Time, if applicable), a legal opinion dated the Closing Date (or the OverAllotment Closing Date, as applicable) in form and substance and subject to qualifications satisfactory to the Underwriters and their counsel, acting reasonably, addressed to the Underwriters and their counsel from the Company’s respective counsel with respect to those matters as the Underwriters may reasonably request relating to the distribution of the Offered Shares including without limitation to the effect that:

(i) the Company is validly existing as a corporation under the Laws of the Province of Ontario;
(ii) the Company has all requisite corporate power and authority to carry on the Business, to own, lease and operate its property and assets, to sign and file each of the Offering Documents and to carry out the transactions to be carried out by the Company as contemplated by this Agreement;
(iii) as to the authorized and issued capital of the Company and providing that all outstanding securities of the Company are validly issued and outstanding as fully paid;
(iv) the Company is a reporting issuer or the equivalent thereof in each Qualifying Jurisdiction where such concept exists and is not in default under the Securities Laws of any Qualifying Jurisdiction;
(v) all necessary corporate action has been taken by the Company to validly issue, sell and deliver the Offered Shares to the Underwriters, and upon the Company receiving the purchase price therefor, the Offered Shares will be
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validly issued and outstanding as fully paid, non-assessable shares of the Company;

(vi) the attributes of the Offered Shares are consistent in all material respects with their respective descriptions set forth in the Prospectus;
(vii) all necessary action has been taken by the Company to authorize the execution and delivery by the Company of this Agreement and the performance of its obligations hereunder and this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms;
(viii) the execution and delivery of this Agreement, the fulfillment of the terms hereof by the Company and the issuance, sale and delivery of the Offered Shares do not and will not:
(A) conflict with any of the terms, conditions or provisions of the constating or organizational documents or resolutions of the securityholders or directors or any committee of the board of directors of Company or, to the knowledge of such counsel, any judgment, decree, order or award of any court, arbitrator or Governmental Body having jurisdiction over the Company; provided that, for the purposes of this Section 10(a), “knowledge” means the current, actual knowledge of counsel to the Company who had involvement in the Offering; or
(B) conflict with any Laws of the Province of Ontario or the federal Laws of Canada applicable therein that are applicable to the Company;
(ix) each of the Offering Documents relating to the distribution of the Offered Shares in the Qualifying Jurisdictions, in both the English and French languages, and the execution and filing of such Offering Documents, in both the English and French languages, with the Securities Commissions have been duly approved and authorized by all necessary action on the part of the Company, and such Offering Documents, in both the English and French languages, have been duly executed by or on behalf of the Company;
(x) all Authorizations under applicable Laws have been obtained, all necessary documents have been filed and all other legal requirements have been fulfilled to qualify the issuance, distribution and sale of the Offered Shares to the public in each of the Qualifying Jurisdictions through dealers registered under the applicable Laws of each of the Qualifying Jurisdictions who have complied with the relevant provisions of such Laws;
(xi) subject to the qualifications, assumptions, limitations and understandings set out in the Prospectus under the heading “Eligibility for Investment”, the
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Offered Shares will be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans and registered education savings plans as well as tax-free savings accounts;

(xii) the form and terms of the certificates for the Offered Shares have been authorized, approved and adopted by the Company and comply with all legal requirements of the Business Corporations Act (Ontario);
(xiii) the TSX has conditionally approved the listing and posting for trading of the Offered Shares, subject to satisfaction by the Company of the Standard Listing Conditions;
(xiv) AST Trust Company (Canada) is the registrar and transfer agent of the Company with respect to the Shares; and
(xv) there are no legal proceedings pending or threatened on which such counsel has been retained and to which the Company is a party that, if determined adversely to that party, would reasonably be expected to affect the legality, validity or enforceability of this Agreement or the issuance, sale and delivery of the Offered Shares.

In connection with this opinion, counsel to the Company may rely on the opinions of local counsel acceptable to the Underwriters’ counsel, as to form and substance, acting reasonably, where it deems such reliance proper (or may arrange for the provision of such opinions directly to the Underwriters and their counsel) and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the auditors of the Company, public and stock exchange officials, and, to the extent appropriate in the circumstances, as to matters of fact on certificates of the officers or directors of the Company.

(b) The Underwriters shall have received a legal opinion dated and delivered on the Closing Date (or the Over-Allotment Closing Date, as applicable), in form and substance satisfactory to the Underwriters, addressed to the Underwriters from their counsel, Davies Ward Phillips & Vineberg LLP, with respect to those matters as the Underwriters may reasonably require relating to the distribution of the Offered Shares.

(c) The Underwriters shall have received as of the Closing Time (and the OverAllotment Closing Timing, if applicable) certificates dated the Closing Date (or the OverAllotment Closing Date, as applicable) signed by senior officers of the Company, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, including with respect to: (i) the constating or organizational documents of the Company; (ii) the resolutions or similar authorizations relevant to the allotment, issue and sale, as the case may be, of the Offered Shares and the authorization of the other agreements and transactions contemplated by the Prospectus and this Agreement; and (iii) the incumbency and signatures of the respective signing officers of the Company.

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(d) The Company shall cause Ernst & Young to deliver to the Underwriters a comfort letter, dated the Closing Date (and a comfort letter dated the Over-Allotment Closing Date, if applicable), in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, addressed to the Company and the Underwriters, bringing forward to a date not more than one Business Day prior to the Closing Date (or the Over-Allotment Closing Date, as applicable) the information contained in their comfort letter referred to in Section 4(d)(iv) of this Agreement.

(e) The Company shall deliver to the Underwriters, at the Closing Time (and at the Over-Allotment Closing Time, if applicable), a certificate dated the Closing Date (or the OverAllotment Closing Date, as applicable) addressed to the Underwriters and signed by two senior officers of the Company, certifying for and on behalf of the Company, and not in their personal capacity, that:

(i) the Company has complied with all of the covenants and satisfied all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time (or the Over-Allotment Closing Time, as applicable);
(ii) subsequent to the respective dates as at which information is given in the Prospectus, the Company has not sustained any material loss or interference with its business or property, whether or not covered by insurance, or has become involved in any material dispute or any material legal or governmental proceeding, and there has not been any Material Adverse Effect, or any development involving a prospective Material Adverse Effect, other than as disclosed in the Offering Documents;
(iii) the representations and warranties of the Company contained in this Agreement, and in any certificates of the Company delivered pursuant to or in connection with this Agreement, are true and correct in all material respects at the Closing Time (and the Over-Allotment Closing Time, if applicable) with the same force and effect as if made at and as of such time, after giving effect to the transactions contemplated by this Agreement and the Prospectus;
(iv) the Final Receipt has been issued by the Securities Commissions for the Prospectus and no order, ruling or determination having the effect of restricting or ceasing the trading or suspending the sale of the Offered Shares has been issued and no proceedings for that purpose have been instituted or are pending or, to the knowledge of those senior officers, are contemplated or threatened by any Securities Commission or other regulatory authority; and
(v) the representations and warranties of the Company arising by reason of the delivery of the Offering Documents are true and correct on and as at the Closing Time (and the Over-Allotment Closing Time, if applicable) as if
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those documents had been dated the Closing Date (or the Over-Allotment Closing Date, as applicable) and delivered to the Underwriters on that date;

and all of those matters will in fact be true and correct as at the Closing Time (or the OverAllotment Closing Time, as applicable).

(f) All actions required to be taken by or on behalf of the Company, including the passing of all requisite resolutions of board of directors of the Company and all requisite filings with any Governmental Body or Securities Commission, shall have occurred at or prior to the Closing Time so as to (A) validly authorize the execution and filing of the Offering Documents and the performance of the obligations of the Company hereunder and (B) issue the Offered Shares.

(g) The Offered Shares shall have been approved for listing and posting for trading on the TSX on or before the Business Day immediately preceding the Closing Date, subject only to the Standard Listing Conditions.

(h) The Company shall have complied with all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time (or the Over-Allotment Closing Time, as applicable).

(i) The Underwriters shall have received, prior to the Closing Time, agreements executed by the officers and directors of the Company in the form attached as Schedule A hereto.

(j) If any Offered Shares are sold in the United States, the Company will cause its special U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP, to deliver to the Underwriters, at the Closing Time (and at the Over-Allotment Closing Time, if applicable), a favourable legal opinion to the effect that no registration under the U.S. Securities Act is required for the offer and sale of the Offered Shares to the Underwriters or the initial resale of the Offered Shares by the Underwriters pursuant to Rule 144A, provided that such offers and sales are made in accordance with Schedule B hereto.

(k) The Underwriters shall have received such other certificates, opinions, agreements, materials or documents, in form and substance satisfactory to the Underwriters and their counsel, as the Underwriters or their counsel may reasonably request.

11. Closing

(a) The closing of the purchase and sale of the Initial Shares will be completed remotely via electronic transmission of documentation (such as by use of PDF) or at such place determined in writing by the Company and the Joint Bookrunners, on behalf of the Underwriters. At the Closing Time:

(i) the Company will deliver to TDSI, on behalf of the Underwriters, a certificate or certificates in global form or, at the option of TDSI, an instant deposit in electronic form representing the Initial Shares registered in the name of CDS or its nominee (or as directed in writing by TDSI not less than one full Business Day before the Closing Time);
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(ii) TDSI, on behalf of all of the Underwriters, will cause to be sent to the Company or as directed by the Company, by wire transfer or bank transfer, an amount representing the purchase price for the Initial Shares being issued and sold by the Company under this Agreement net of the Initial Fee payable by the Company to the Underwriters; and
(iii) the Company will deliver to the Underwriters all further documentation as may be contemplated in this Agreement or as counsel to the Underwriters may reasonably require.

(b) If the Underwriters exercise the Over-Allotment Option in accordance with Section 12, the closing of the purchase and sale of the Over-Allotment Shares will be completed remotely via electronic transmission of documentation (such as by use of PDF) or at such place determined in writing by the Company and the Joint Bookrunners, on behalf of the Underwriters. At the OverAllotment Closing Time:

(i) the Company will deliver to TDSI, on behalf of the Underwriters, a certificate or certificates in global form or, at the option of TDSI, an instant deposit in electronic form representing the Over-Allotment Shares registered in the name of CDS or its nominee (or as directed in writing by TDSI not less than one full Business Day before the Over-Allotment Closing Time);
(ii) TDSI, on behalf of all of the Underwriters, will cause to be sent to the Company or as directed by the Company, by wire transfer or bank transfer, an amount representing the purchase price for the Over-Allotment Shares being issued and sold by the Company under this Agreement net of the Over-Allotment Fee payable by the Company to the Underwriters; and
(iii) the Company will deliver to the Underwriters all further documentation as may be contemplated in this Agreement or as counsel to the Underwriters may reasonably require.

12. Exercise of Over-Allotment Option

The Underwriters shall not be under any obligation to purchase any of the OverAllotment Shares prior to the exercise of the Over-Allotment Option. The Joint Bookrunners, on behalf of the Underwriters, may exercise the Over-Allotment Option, in whole or in part, at any time on or prior to the Over-Allotment Option Expiry Date by delivery of written notice to the Company of the number of Over-Allotment Shares in respect of which the Over-Allotment Option is being exercised and the date for delivery of the Over-Allotment Shares (an “ Over-Allotment Option Notice ”). The Over-Allotment Closing Date shall be determined by the Joint Bookrunners but shall be no earlier than two Business Days or later than seven Business Days after delivery of the Over-Allotment Option Notice. Upon delivery of the Over-Allotment Option Notice, the Company shall become obligated to sell the total number of Over-Allotment Shares in respect of which the Underwriters are exercising the Over-Allotment Option, to each of the Underwriters and, subject to the terms and conditions herein set forth, each Underwriter severally and not jointly

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shall become obligated to purchase from the Company the same percentage of the total number of Over-Allotment Shares in respect of which the Underwriters are then exercising the OverAllotment Option as such Underwriter is obligated to purchase of the aggregate number of Initial Shares (adjusted if necessary to avoid fractions).

13. Restrictions on Further Issues or Sales

The Company shall not directly or indirectly (a) issue any Shares or securities or other financial instruments convertible into or having the right to acquire Shares, other than (i) pursuant to rights or obligations under securities, instruments or agreements outstanding as of September 14, 2021 (including, for greater certainty, any such rights of or obligations to participants under the Company’s existing compensation plans including for grants of employee stock options, grants under other security-based compensation arrangements in the ordinary course including for new hires, securities issued upon their exercise or settlement and the sale of Shares to cover the tax obligations of the Company or participants), (ii) pursuant to any dividend reinvestment plan, (iii) the sale of up to 20,000 restricted shares currently held by a custodian on behalf of the Company associated with the Company’s restricted share plan, or (iv) as payment of an amount not to exceed $5,000,000 for any acquisitions, joint venture, merger or other business combinations by the Company, or (b) enter into any agreement or arrangement under which the Company would acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Shares, whether that agreement or arrangement may be settled by the delivery of Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, for a period from today until 90 days following closing of the Offering without the prior written consent of each of the Joint Bookrunners, which consent will not be unreasonably withheld, delayed or conditional.

14. Indemnification

(a) The Company (the “ Indemnifying Party ”) will protect, hold harmless and indemnify each of the Underwriters and their respective affiliates and their respective directors, officers, employees, shareholders and agents (collectively, the “ Indemnified Parties ” and individually an “ Indemnified Party ”) from and against all losses (but specifically excluding any punitive, exemplary, indirect or consequential damages, losses, expenses and claims and any losses of profit), claims, actions, suits, proceedings, charges, costs, damages, liabilities or expenses of whatsoever nature or kind, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees, disbursements and taxes of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party (collectively, a “ Claim ”) which is caused by or arises, directly or indirectly, by reason of:

(i) any breach of or default under any representation, warranty, covenant or agreement of the Company in this Agreement or any other document to be delivered in connection with this Agreement, or the failure of the Company to comply with any of its obligations under this Agreement or under those other documents;
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(ii) the Company not complying with any requirement of any applicable Securities Laws relating to the offering of the Offered Shares;
(iii) any information or statement contained in any of the Offering Documents or any other document or material filed or delivered by or on behalf of the Company pursuant to this Agreement (except any information or statement relating solely to the Underwriters and furnished by them in writing specifically for use in such documents) being or being alleged to be a misrepresentation; or
(iv) any order made or any inquiry, investigation or proceeding instituted, threatened or announced by any court, securities regulatory authority, stock exchange or any other Governmental Body, based upon any misrepresentation or alleged untrue statement, omission or misrepresentation contained in any of the Offering Documents (except a misrepresentation relating solely to the Underwriters and furnished by them in writing specifically for use in such documents) preventing or restricting the trading in or the sale or distribution of the Offered Shares;

and will reimburse the Indemnified Parties for all reasonable costs, charges and expenses, as incurred, which any of the Indemnified Parties may pay or incur in connection with investigating or disputing any Claim or action related thereto. This indemnity will be in addition to any liability which the Company may otherwise have.

(b) The foregoing indemnity shall cease to apply if and to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses to which an Indemnified Party may be subject were primarily caused by the negligence or wilful misconduct of such Indemnified Party. For greater certainty, the Company and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing that the Prospectus contained no misrepresentation shall constitute “negligence” or “wilful misconduct” for purposes of this Section 14 or otherwise disentitle the Underwriters from claiming indemnification hereunder.

(c) The Indemnifying Party also agrees that no Indemnified Party shall have any liability (either direct or indirect, in contract or tort or otherwise) to the Indemnifying Party or any person asserting Claims on the Indemnifying Party’s behalf or in connection with this Agreement, except to the extent that any Claims incurred by the Indemnifying Party are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have primarily resulted from the breach of this Agreement, fraud or wilful misconduct by such Indemnified Party.

(d) The Indemnifying Party hereby waives any rights it may have of first requiring the Indemnified Party to proceed against or enforce any right, power, remedy or security or claim for payment from any other person before making a Claim against an Indemnifying Party under this Section 14.

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(e) If any Claim contemplated by this Section 14 is asserted against any of the Indemnified Parties, or if any potential Claim contemplated by this Section 14 comes to the knowledge of any of the Indemnified Parties, the applicable Indemnified Party will notify in writing the Indemnifying Party, as soon as reasonably practicable, of the nature of the Claim (provided that any failure to so notify in respect of any potential or actual Claim will not affect the liability of the Indemnifying Party under this Section 14 unless, and then only to the extent that, the Indemnifying Party is prejudiced by that failure). The Indemnifying Party will, subject to the following, be entitled (but not required) to assume the defence on behalf of the Indemnified Party of any suit brought to enforce the Claim; provided that the defence will be through legal counsel selected by the Indemnifying Party and acceptable to the Indemnified Party, acting reasonably, and no admission of liability will be made by the Indemnifying Party or the Indemnified Party without, in each case, the prior written consent of all of the Indemnified Parties affected, which consent will not be unreasonably withheld. An Indemnified Party will have the right to employ separate counsel in any such suit and to participate in its defence but the fees and expenses of that counsel will be at the expense of the Indemnified Party unless:

(i) the Indemnifying Party fails to assume the defence of the suit on behalf of the Indemnified Party within ten days of receiving notice of the suit;
(ii) the employment of that counsel has been authorized by the Indemnifying Party; or
(iii) the named parties to the suit (including any added or third parties) include the Indemnified Party and the Indemnifying Party, and the Indemnified Party has been advised in writing by counsel that there are legal defences available to the Indemnified Parties that are different or in addition to those available to the Indemnifying Party or that representation of the Indemnified Party by counsel for the Indemnifying Party is inappropriate as a result of the potential or actual conflicting interests of those represented;

(in each of the cases set out in Section 14(e)(i), (ii) or (iii) the Indemnifying Party will not have the right to assume the defence of the suit on behalf of the Indemnified Party, but in the case of a Claim under Section 14, will be liable to pay the reasonable fees and expenses of separate counsel for any such Indemnified Party. Notwithstanding the foregoing, no settlement may be made by an Indemnified Party without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld.

(f) It is understood that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate law firm at any time for all such Indemnified Parties not having actual or potential differing interests as among themselves.

(g) The Indemnifying Party agrees that if any Claim is brought against, or an investigation commenced in respect of the Indemnifying Party or the Indemnifying Party and the Underwriters and personnel of the Underwriters are required to testify, participate or respond in respect of or in connection with this Agreement, the Underwriters will have the right to employ

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their own counsel in connection therewith and the Company will reimburse the Underwriters monthly for disbursements and reasonable out-of-pocket expenses as may be incurred, including fees and disbursements of the Underwriters’ counsel.

(h) All amounts paid by the Company to, or for the benefit of, the Underwriters shall be made free and clear of and without deduction for or on account of any Taxes, including, but not limited to, withholding taxes (“ Indemnified Taxes ”) except as required by applicable law. If any Indemnified Tax is deducted or withheld from amounts paid by the Company, the amount of such payment shall be increased so that after such deduction or withholding the amount actually received by the Underwriters is equal to the amount that would have been received had no such deduction or withholding been required. In addition, the Company will indemnify the Underwriters for any losses arising from the failure to withhold and remit any such Indemnified Taxes.

(i) The Indemnifying Party hereby acknowledges and agrees that, with respect to Sections 14 and 15of this Agreement, the Underwriters are contracting on their own behalf and as agents for their affiliates, directors, officers, employees and agents and their respective affiliates, directors, officers, employees and agents (collectively, the “ Beneficiaries ”). In this regard, each of the Underwriters will act as trustee for the Beneficiaries of the covenants of the Indemnifying Party under Sections 14 and 15 of this Agreement with respect to the Beneficiaries and accepts these trusts and will hold and enforce those covenants on behalf of the Beneficiaries.

(j) The obligations under Sections 14 and 15 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.

15. Contribution

(a) In order to provide for just and equitable contribution in circumstances in which an indemnity provided in Section 14 would otherwise be available in accordance with its terms but, for any reason not solely attributable to one or more of the Indemnified Parties, is held to be unavailable, the Underwriters and the Indemnifying Party shall contribute to the aggregate of all Claims of the nature contemplated in Section 14 and suffered or incurred by the respective Indemnified Parties in such proportions so that the Underwriters are collectively responsible for that portion represented by the percentage that the Fee paid to the Underwriters in connection with the sale of the Offered Shares bears to the aggregate purchase price of the Offered Shares, each as determined pursuant to the provisions of this Agreement, and the Indemnifying Party will, subject to Section 15(b), be responsible for the balance, whether or not they have been sued or sued separately; provided, however, that:

(i) the Underwriters shall not in any event be liable to contribute, in the aggregate, any amount in excess of the Fee or any portion thereof actually received in connection with the sale of the Offered Shares; and
(ii) no person who has been determined by a court of competent jurisdiction in a final judgement that has become non-appealable to have engaged in any fraud, wilful default, fraudulent misrepresentation, negligence, wilful misconduct or reckless disregard will be entitled to claim contribution from
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any person who has not also been determined by a court of competent jurisdiction in a final judgement that has become non-appealable to have engaged in that fraud, wilful default, fraudulent misrepresentation, negligence, wilful misconduct or reckless disregard.

(b) For greater certainty, the Indemnifying Party will not have any obligation to contribute pursuant to Section 15 in respect of any Claim except to the extent the indemnity given by it in this Section 15 would have been applicable to that Claim in accordance with its terms, had that indemnity been found to be enforceable and available to the Indemnified Parties.

(c) The rights to contribution provided in this Section 15 will be in addition to and not in derogation of any other right to contribution which the Indemnified Parties may have by statute or otherwise at law provided that Sections 14 and 15 will apply, mutatis mutandis, in respect of that other right.

16. Expenses

(a) Whether or not the purchase and sale of the Offered Shares is completed, all expenses of or incidental to the transactions contemplated by this Agreement, including the creation, issuance and delivery of the Offered Shares shall be borne by the Company, including without limitation:

(i) all expenses payable in connection with the qualification for distribution of the Offered Shares under applicable Securities Laws;
(ii) the fees and expenses of the Company’s counsel and all local counsel;
(iii) all costs incurred in connection with the preparation, translation, filing and printing of the Offering Documents;
(iv) all costs and expenses of or incidental to the preparation and issuance of any certificates evidencing the Offered Shares and the sale and delivery of the Offered Shares to the initial purchasers thereof in the manner contemplated by this Agreement;
(v) the cost of making the Offered Shares eligible for clearance and settlement through the facilities of CDS;
(vi) all fees and expenses of the Transfer Agent; and
(vii) subject to Section 16(b), all other expenses of the Offering, including all expenses associated with any “road shows”, Marketing Documents and marketing activities and the production of “greensheets”,

including Canadian federal goods and services tax, harmonized sales tax and provincial sales tax eligible in respect of any of the foregoing.

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(b) Notwithstanding Section 16(a), the fees and disbursements of the Underwriters’ counsel and all other expenses of the Underwriters, including the out-of-pocket expenses of the Underwriters, shall be borne by the Underwriters; provided that, if the purchase and sale of the Offered Shares is not completed other than due to a default by one or more Underwriters under this Agreement, the Company shall reimburse the Underwriters for all of their reasonable costs and expenses related to the Offering, including, for greater certainty, the fees and disbursements of the Underwriters’ counsel (which reimbursement shall be in addition to any other remedies available to the Underwriters).

17. All Terms to be Conditions

All terms and conditions in this Agreement will be construed as conditions, and any breach of or failure to comply with any such terms or conditions which in the reasonable opinion of the Underwriters materially and adversely affects the sale or distribution by it of the Offered Shares will entitle each Underwriter at any time prior to the Closing Time to terminate its obligations under this Agreement forthwith by written notice to that effect given to the Company. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Underwriters in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriters any such waiver or extension must be in writing and signed by such Underwriters.

18. Termination by Underwriters in Certain Events

(a) In addition to any other remedies which may be available to the Underwriters, each Underwriter shall be entitled, at such Underwriter’s option, to terminate its obligation to purchase the Offered Shares by written notice to that effect given to the Company at or prior to the Closing Time, if:

(i) any inquiry, investigation or other proceeding is commenced, announced or threatened or any order is issued under or pursuant to any relevant statute or by any stock exchange or other regulatory authority (unless based upon the activities or alleged activities of the Underwriters or their agents), or there is any change of Law, or the interpretation or administration thereof, which, in the reasonable opinion of that Underwriter, acting in good faith, operates or would reasonably be expected to operate to prevent, suspend, hinder, delay, restrict or otherwise materially adversely affect the distribution of or the trading in the Offered Shares;
(ii) there occurs or is discovered any material change (actual, contemplated or threatened) in the Business, affairs, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Company or its Subsidiaries, taken as a whole, which in the opinion of that Underwriter could reasonably be expected to result in the purchasers of a material number of Offered Shares exercising their right under Securities Laws to withdraw from or rescind their purchase thereof or which has or could reasonably be expected to have a significant adverse effect on the market price, value or marketability of the Offered Shares;
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(iii) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any outbreak or escalation of national or international hostilities or any crisis or calamity or act of terrorism or similar event or any governmental action, Law, inquiry or other occurrence of any nature (including matters caused by, related to or resulting from the COVID-19 pandemic, or the escalation thereof, to the extent that there is any material adverse development related thereto occurring on or after the date of this Agreement) which, in the reasonable opinion of such Underwriter, materially adversely affects, or involves, or may reasonably be expected to materially adversely affect, or involve, the financial markets in Canada or the business, operations or affairs of the Company or its Subsidiaries taken as a whole; or
(iv) there is announced any change or proposed change in the income tax Laws or the interpretation or administration thereof and such change would, in that Underwriter’s reasonable opinion, be expected to have a significant adverse effect on the market price, value or marketability of the Offered Shares.

(b) If the obligation to purchase the Offered Shares is terminated by any of the Underwriters pursuant to Section 18(a), there shall be no further liability on the part of that Underwriter or on the part of the Company to that Underwriter, except in respect of any liability which may have arisen or may later arise under Sections 14, 15 and 16 of this Agreement.

(c) The right of the Underwriters or any of them to terminate their respective obligations under this Agreement is in addition to all other remedies that they may have in respect of any default, act or failure to act of the Company in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Underwriter under this Section 18 shall not be binding upon the other Underwriters.

19. Obligations of the Underwriters to be Several

Subject to the terms and conditions of this Agreement, the obligation of the Underwriters to purchase the Offered Shares shall be several and not joint. The percentage of the Offered Shares to be severally purchased and paid for by each of the Underwriters shall be as follows:

TD Securities Inc.	29.0%
BMO Nesbitt Burns Inc.	29.0%
National Bank Financial Inc.	8.0%
RBC Dominion Securities Inc.	8.0%
Scotia Capital Inc.	8.0%
Canaccord Genuity Corp.	4.0%
CIBC World Markets Inc.	4.0%
Cormark Securities Inc.	4.0%
HSBC Securities (Canada) Inc.	4.0%

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Stifel Nicolaus Canada Inc.

2.0%

If an Underwriter (a “ Refusing Underwriter ”) does not complete the purchase and sale of the Offered Shares which that Underwriter has agreed to purchase under this Agreement, other than in accordance with Section 18 (such Offered Shares that are not purchased being the “ Defaulted Securities ”), the Joint Bookrunners may delay the Closing Date for not more than 10 Business Days in order to find one or more substitute Underwriters to purchase the Defaulted Securities, or the remaining Underwriters (the “ Continuing Underwriters ”) will be entitled, at their option, to purchase all but not less than all of the Defaulted Securities pro rata according to the number of Offered Shares to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be purchased by all Refusing Underwriters does not exceed 10% of the Offered Shares, the Continuing Underwriters will be obligated to purchase the Defaulted Securities on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Securities to be purchased by Refusing Underwriters exceeds 10% of the Offered Shares, the Continuing Underwriters will not be obliged to purchase the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Offered Shares:

(a) the Continuing Underwriters will not be obliged to purchase any of the Offered Shares;
(b) the Company will not be obliged to sell less than all of the Offered Shares; and
(c) the Company will be entitled to terminate its obligations under this Agreement arising from its acceptance of this Agreement, in which event there will be no further liability on the part of the Company or the Continuing Underwriters, except pursuant to Sections 14, 15 and 16.

20. Notice

Any notice or other communication required or permitted to be given under this Agreement will be in writing and will be delivered to:

(a) in the case of the Company:

Altus Group Limited 33 Yonge Street, Suite 500 Toronto, Ontario Canada M5E 1G4

Attention: Angelo Bartolini, Chief Financial Officer Email: [email protected]

with a copy to (which will not constitute notice) to:

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Stikeman Elliot LLP 5300 Commerce Court West 199 Bay Street Toronto, ON M5L 1B9

Attention: Martin Langlois Email: [email protected]

(b) in the case of TDSI:

TD Securities Inc. TD Tower 9[th] Floor 66 Wellington Street West Toronto, Ontario M5K 1A2

Attention: Scott Penner Email: [email protected]

BMO Nesbitt Burns Inc. 1 First Canadian Place 100 King Street West, 5[th] Floor Toronto, Ontario M5X 1H3 Attention: Craig King Email: [email protected]

(d) in the case of National Bank Financial Inc.:

National Bank Financial Inc. 130 King Street West, Suite 3200 Toronto, Ontario Canada M5X 1J9

Attention: Colin Ryan Email: [email protected]

(e) in the case of RBC Dominion Securities Inc.:

RBC Dominion Securities Inc. Royal Bank Plaza 200 Bay Street, 4[th] Floor, South Tower P.O. Box 50 Toronto, Ontario M5J 2W7

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Attention: Claire Sturgess Email: [email protected]

(f) in the case of Scotia Capital Inc.:

Scotia Capital Inc. 40 King Street West, 64[th] Floor Toronto, Ontario M5H 3Y2

Attention: Rob Sainsbury Email: [email protected]

(g) in the case of Canaccord Genuity Corp.:

Canaccord Genuity Corp. 161 Bay Street, Suite 2900 P.O. Box 516 Toronto, Ontario M5J 2S1

Attention: Myles Hiscock Email: [email protected]

(h) in the case of CIBC World Markets Inc.:

CIBC World Markets Inc. 161 Bay Street 6[th] Floor, Toronto, Ontario M5J 2S8

Attention: Jerome Julier Email: [email protected]

(i) in the case of Cormark Securities Inc.:

Cormark Securities Inc. Royal Bank Plaza, North Tower 200 Bay Street, Suite 1800 Toronto, Ontario M5J 2J2 Attention: James Austen Email: [email protected]

(j) in the case of HSBC Securities (Canada) Inc.:

HSBC Securities (Canada) Inc. 70 York Street, 9[th] Floor

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Toronto, Ontario M5J 1S9 Attention: David Loh Email: [email protected]

(k) in the case of Stifel Nicolaus Canada Inc.:

Stifel Nicolaus Canada 145 King Street West, Suite 300 Toronto, Ontario M5H 1J8 Attention: Alex Lane Email: [email protected]

(l) in the case of clauses (b) to (k), with a copy (which will not constitute notice) to:

Davies Ward Phillips & Vineberg LLP 155 Wellington Street West Toronto, Ontario M5V 3J7 Attention: David Wilson Email: [email protected]

The parties may change their respective addresses for notices by notice given in the manner set out above. Any notice or other communication will be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, will be given by email and will be deemed to have been given when (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered, and (ii) in the case of a notice delivered or given by email, if sent on a Business Day before 4:30 p.m. (local time at the place of receipt), on that day and, in any other case, on the first Business Day following the day on which it is sent.

21. Representative of the Underwriters

Except with respect to Sections 14, 15, 18 and 19 of this Agreement, all transactions and notices on behalf of the Underwriters under this Agreement or contemplated by this Agreement may be carried out or given on behalf of the Underwriters by the Joint Bookrunners, as contemplated herein, which shall in good faith discuss with the other Underwriters the nature of any of the transactions and notices prior to giving effect to them or the delivery of them, as the case may be. The obligations of the Underwriters under this Agreement shall be several and not joint.

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22. Governing Law

This Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. For the purpose of all legal proceedings, this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to entertain any action arising under this Agreement. Each of the parties hereto hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario.

23. Time of Essence

In this Agreement, time is of the essence and, following any waiver or indulgence by any party, time will again be of the essence in this Agreement.

24. Counterparts and Electronic Copies

This Agreement and any document contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (including, without limitation, in electronic form and/or with electronic signatures), with the same effect as if all parties had executed and delivered the same Agreement or document, and all counterparts shall be construed together to be an original and will constitute one and the same Agreement or document.

25. Unenforceability

To the extent permitted by applicable Law, the invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

26. Entire Agreement

This Agreement and the other documents referred to in this Agreement constitute the entire agreement among parties hereto relating to the subject matter of this Agreement and supersede all prior agreements between those parties with respect to their respective rights and obligations in respect of the transactions contemplated under this Agreement.

27. Assignment

This Agreement will not be assignable by any party without the written consent of the others and any purported assignment of this Agreement without that consent will be invalid and of no force and effect.

28. No Fiduciary Relationship

The Company acknowledges and agrees that (i) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and the Underwriters’ fees, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with

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the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its shareholders, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favour of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

29. Additional Disclosures

National Bank Financial Inc. (“ National Bank ”) or affiliates thereof may own or control an equity interest in TMX Group Limited (“ TMX Group ”) and may have a nominee director serving on the TMX Group’s board of directors. As such, National Bank may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the Exchange, the TSX Venture Exchange and the Alpha Exchange. No person is required to obtain products or services from TMX Group or any of its affiliates as a condition of National Bank supplying or continuing to supply a product or service. National Bank does not require the Company to list securities on any of such exchange as a condition of supplying or continuing to supply underwriting or any other services.

30. Successors

This Agreement will be binding on, and will enure to the benefit of, the parties hereto and their respective successors.

31. U.S. Offers and Sales

Schedule B attached hereto is by this reference incorporated into and is part of this Agreement as fully as though contained in this Agreement.

If this Agreement accurately reflects the terms of the transactions which we are to enter into and are agreed to by you, please communicate your acceptance by executing the enclosed copies of this Agreement where indicated and returning them to us.

(The remainder of this page is intentionally left blank; signature page follows.)

Yours very truly,

TD SECURITIES INC.

by: (signed) Scott Penner Name: Scott Penner Title: Director

BMO NESBITT BURNS INC.

by: (signed) Craig King Name: Craig King Title: Managing Director

NATIONAL BANK FINANCIAL INC.

by: (signed) Colin Ryan Name: Colin Ryan Title: Managing Director

RBC DOMINION SECURITIES INC.

by: (signed) Claire Sturgess Name: Claire Sturgess Title: Managing Director

SCOTIA CAPITAL INC.

by: (signed) Rob Sainsbury Name: Rob Sainsbury Title: Managing Director

CANACCORD GENUITY CORP.

by: (signed) Myles Hiscock Name: Myles Hiscock Title: Managing Director

CIBC WORLD MARKETS INC.

by: (signed) Jerome Julier Name: Jerome Julier Title: Managing Director

CORMARK SECURITIES INC.

by: (signed) James Austen Name: James Austen Title: Managing Director

HSBC SECURITIES (CANADA) INC.

by: (signed) David Loh Name: David Loh Title: Director and Head

STIFEL NICOLAUS CANADA INC.

by: (signed) Alex Lane Name: Alex Lane Title: Director

Accepted and agreed to by the undersigned as of the date of this Agreement first written above.

by: (signed) Angelo Bartolini Name: Angelo Bartolini Title: Chief Financial Officer

SCHEDULE A FORM OF AGREEMENT

TD Securities Inc. BMO Nesbitt Burns Inc. National Bank Financial Inc. RBC Dominion Securities Inc. Scotia Capital Inc. Canaccord Genuity Corp. CIBC World Markets Inc. Cormark Securities Inc. HSBC Securities (Canada) Inc. Stifel Nicolaus Canada Inc.

c/o TD Securities Inc. TD Tower 9[th] Floor 66 Wellington Street West Toronto, Ontario M5K 1A2

Re: Altus Group Limited (the “ Company ”)

The undersigned is an owner of record or beneficially of certain common shares of the Company (“ Shares ”) or securities convertible into or exchangeable or exercisable for Shares. The Company has agreed to carry out a public offering of Shares (the “ Offering ”) pursuant to an underwriting agreement dated September 20, 2021 among TD Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Canaccord Genuity Corp., CIBC World Markets Inc., Cormark Securities Inc., HSBC Securities (Canada) Inc. and Stifel Nicolaus Canada Inc. (collectively, the “ Underwriters ”) and the Company. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company. The undersigned acknowledges that you are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering.

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to or agree to or announce an intention to do any of the foregoing (collectively, a “ Disposition ” or “ Dispose ”) any Shares, any options or warrants to purchase any Shares or any securities convertible into or exchangeable or exercisable for Shares (collectively, “ Securities ”) now owned or hereafter acquired by such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than with the prior written consent of each of TD Securities Inc. and BMO Nesbitt Burns Inc., which consent will not be unreasonably withheld. The foregoing restrictions will terminate on the 90th day immediately following the closing of the Offering (the “ Lock-Up Period ”). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to, or reasonably expected to, lead to or result in a Disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without

limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from, Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar (and any issuer of convertible or exchangeable Securities and its registrar and transfer agent) against the transfer of Shares or other Securities held by the undersigned except in compliance with the foregoing restrictions.

Notwithstanding anything to the contrary herein or in the Underwriting Agreement, the restrictions in the prior sentence shall not apply to:

(a) any Disposition of Securities (i) to the spouse, domestic partner, parent, sibling, child or grandchild (each, an “ immediate family member ”) of the undersigned or to a trust formed for the benefit of the undersigned or of an immediate family member of the undersigned or (ii) as a bona fide gift or by will or intestacy or other testamentary document or applicable laws of descent; provided that each transferee in the case of each of clauses (i) and (ii) above shall sign and deliver a lock-up agreement substantially in the form of this letter agreement prior to or upon such transfer;
(b) any exercise of options or warrants to purchase Shares or securities convertible into or exchangeable for Shares or the conversion or exchange of any security or instrument held by the undersigned into or for Shares; provided that any such Shares received pursuant to any such exercise, exchange or conversion shall be subject to the terms of this letter agreement;
(c) the receipt by the undersigned of Shares upon the vesting of restricted stock awards, restricted stock units, or other share-based awards; provided that any such Shares received upon the vesting of restricted stock awards, restricted stock units or other share-based awards shall be subject to the terms of this letter agreement;
(d) any Disposition of Securities in connection with the payment of withholding taxes due in connection with the vesting, exercise or settlement of options, warrants, restricted stock awards, restricted stock units or other share-based awards;
(e) any Disposition of Securities to the Company or to any subsidiary of the Company; (f) any Disposition of Securities by operation of law, including pursuant to a qualified domestic order or in connection with a divorce settlement; or
(g) any Disposition of Securities to tender them to a bona fide third party take-over bid made to all holders of Shares or in connection with a merger, business combination, arrangement, consolidation, reorganization, restructuring or similar transaction (a “ reorganization ”) involving the Company; provided, however, that in such case it shall be a condition of such Disposition that if such take-over bid or reorganization is not completed during the Lock-Up Period, any Securities subject to this letter agreement shall remain subject to the restrictions herein.
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This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned.

SCHEDULE B UNITED STATES MATTERS

1. Definitions

As used in this Schedule B and related exhibits, the following terms shall have the meanings indicated:

“ affiliate ” means an “affiliate” within the meaning of Rule 405 under the U.S. Securities Act;

“ Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S, which, without limiting the foregoing, but for greater clarity in this Schedule B, includes, 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 Initial Shares or Over-Allotment Shares 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 Initial Shares or Over-Allotment Shares;

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

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

“ Qualified Institutional Buyer ” means a “qualified institutional buyer” as such term is defined in Rule 144A under the U.S. Securities Act;

“ Regulation D ” means Regulation D adopted under the U.S. Securities Act;

“ Regulation S ” means Regulation S adopted under the U.S. Securities Act;

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

“ U.S. Affiliate ” means the United States registered broker-dealer affiliate of an Underwriter, duly registered under the U.S. Exchange Act;

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

“ U.S. Purchaser ” means a purchaser of the Initial Shares or Over-Allotment Shares that is in the United States or that was offered the Initial Shares or Over-Allotment Shares in the United States.

All other capitalized terms used but not otherwise defined in this Schedule B shall have the meanings given to them in the Underwriting Agreement to which this Schedule B is attached and of which this Schedule B forms a part.

2. Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees to and with the Underwriters that:

(a) the Company is, and as of the Closing Time and the Over-Allotment Closing Time, will be, a Foreign Issuer and reasonably believes that there is and will be no Substantial U.S. Market Interest with respect to its Shares;
(b) the Company is not, and after giving effect to the offering of the Initial Shares and Over-Allotment Shares and the application of the proceeds as contemplated in the Underwriting Agreement and the U.S. Memorandum will not be, registered or required to be registered as an investment company within the meaning of the United States Investment Company Act of 1940, as amended;
(c) none of the Company, any of its affiliates, or any person acting on its or their behalf (other than the Underwriters, their affiliates, the Selling Group and any person acting on their behalf, as to which the Company makes no representation, warranty, covenant or agreement) has made or will make any offer to sell, any solicitation of an offer to buy, or any sale of any Initial Shares or Over-Allotment Shares to a person in the United States;
(d) in connection with offers and sales of the Initial Shares or Over-Allotment Shares outside the United States, the Company, its affiliates and any person acting on its or their behalf (other than the Underwriters, their affiliates, the Selling Group and any person acting on any of their behalf, as to which the Company makes no representation, warranty, covenant or agreement) have complied and will comply with the requirements for an “offshore transaction” (as that term is defined in Regulation S);
(e) neither the Company, nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their affiliates, the Selling Group and any person acting on their behalf, as to which the Company makes no representation, warranty, covenant or agreement) has engaged or will engage in any Directed Selling Efforts with respect to the Initial Shares or Over-Allotment Shares, or has taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 144A, or the exclusion from such registration requirements afforded by Rule 903 of Regulation S, to be unavailable for offers and sales of the Initial Shares or Over-Allotment Shares pursuant to the Underwriting Agreement to which this Schedule B is attached;
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(f) neither the Company, nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their affiliates, the Selling Group and any person acting on their behalf, as to which the Company makes no representation, warranty, covenant or agreement) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Initial Shares or Over-Allotment Shares in the United States 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 Initial Shares or Over-Allotment Shares;
(g) neither the Initial Shares or Over-Allotment Shares are, and as of the Closing Date and Over-Allotment Closing Date neither the Initial Shares or Over-Allotment Shares will be, and no securities of the same class as the Initial Shares or OverAllotment Shares are or will be: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in a “U.S. automated inter-dealer quotation system”, as such term is used for purposes of Rule 144A; or (iii) convertible or exchangeable into, or exercisable for, securities so listed or quoted at an effective conversion or exercise premium (calculated as specified in paragraph (a)(6) and (a)(7) of Rule 144A) of less than ten percent for securities so listed or quoted;
(h) for so long as any of the Initial Shares or Over-Allotment Shares are outstanding and “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Act, at any time when the Company is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Company will provide holders and prospective purchasers of Initial Shares or Over-Allotment Shares designated by such holders, upon request, with the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of the Initial Shares or Over-Allotment Shares pursuant to Rule 144A; and
(i) the Company will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable state securities laws in connection with the offering of the Initial Shares or Over-Allotment Shares made in accordance with this Agreement, including this Schedule B.

3. Representations, Warranties and Covenants of the Underwriters

Each Underwriter, severally and not jointly, on behalf of itself and its U.S. Affiliate, represents, warrants and covenants, to and with the Company that:

(a) it acknowledges, on behalf of itself and its U.S. Affiliate, that the Initial Shares and Over-Allotment Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in
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the United States except pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A and in accordance with applicable state securities laws, or 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 Initial Shares or Over-Allotment Shares, except: (A) outside the United States in an “offshore transaction” in accordance with Rule 903 of Regulation S or (B) in the United States to Qualified Institutional Buyers in accordance with Rule 144A and in compliance with applicable state securities laws, all as provided in this Schedule B. 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 Initial Shares or Over-Allotment Shares;

(b) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Initial Shares or Over-Allotment Shares, except with its affiliates, with the Selling Group or otherwise with the prior written consent of the Company. It shall cause its U.S. Affiliate to agree, and shall require the Selling Group to agree, for the benefit of the Company, to comply with, and shall use its commercially reasonable efforts to ensure that each such U.S. Affiliate and the Selling Group complies with, the same provisions of this Schedule B as apply to such 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 Initial Shares or Over-Allotment Shares in the United States, 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 Initial Shares or Over-Allotment Shares;
(d) all offers and sales of Initial Shares and Over-Allotment Shares in the United States have been and will be made by the Underwriter solely through its U.S. Affiliate, which is, and on the dates of such offers and sales was and will be, duly registered as a broker-dealer under Section 15(b) of the U.S. Exchange Act and under all applicable state securities laws (unless exempt from such states’ broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., in accordance with all applicable United States state and federal securities laws, including, without limitation, laws and regulations governing the registration and conduct of brokers and dealers;
(e) its U.S. Affiliate offering and selling the Initial Shares or Over-Allotment Shares in the United States is a Qualified Institutional Buyer;
(f) it will inform, through its U.S. Affiliate, all U.S. Purchasers that neither the Initial Shares or Over-Allotment Shares have been and neither the Initial Shares or OverAllotment Shares will be registered under the U.S. Securities Act and are being offered and sold to such purchasers without registration in reliance on the
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exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A;

(g) offers to sell and solicitations of offers to buy the Initial Shares or Over-Allotment Shares in the United States have been and will be made pursuant to and in accordance with exemptions from the registration or qualification requirements of all applicable state securities laws;
(h) the Underwriter acknowledges that until 40 days after the commencement of the offering of the Initial Shares, an offer or sale of the Initial Shares or Over-Allotment Shares 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 requirements of the U.S. Securities Act;
(i) each offeree in the United States has been or will be provided with a copy of the Preliminary U.S. Memorandum (including the Qualified Institutional Buyer Investment Letter in the form of Exhibit A attached thereto) or the Final U.S. Memorandum, each U.S. Purchaser will be provided, prior to the purchase of the Initial Shares or Over-Allotment Shares by such U.S. Purchaser, with a copy of the Final U.S. Memorandum, and no other written material has been or will be used in connection with the offer or sale of the Initial Shares or Over-Allotment Shares;
(j) immediately prior to offering the Initial Shares or Over-Allotment Shares to a person in the United States, the Underwriter and its U.S. Affiliate had or will have reasonable grounds to believe and did or will reasonably believe that such offeree is or was a Qualified Institutional Buyer, and at the Closing Time or OverAllotment Closing Time, as applicable, the Underwriter and its U.S. Affiliate shall have reasonable grounds to believe and shall reasonably believe that each U.S. Purchaser is a Qualified Institutional Buyer;
(k) it shall provide the Company or the transfer agent for the Shares, at least one Business Day prior to the Closing Date and Over-Allotment Closing Date, with a list of all U.S. Purchasers; and
(l) the Underwriter, or its U.S. Affiliate, will obtain from each U.S. Purchaser an executed copy of the Qualified Institutional Buyer Investment Letter, substantially in the form of Exhibit A to the Preliminary U.S. Memorandum, and at the Closing Time and the Over-Allotment Closing Time, the Underwriter, together with the U.S. Affiliate that has offered or sold Initial Shares or Over-Allotment Shares, as applicable, in the United States, will provide executed copies of the Qualified Institutional Buyer Investment Letter from all U.S. Purchasers; and
(m) at the Closing Time and the Over-Allotment Closing Time, the Underwriter, together with the U.S. Affiliate that has offered or sold Initial Shares or OverAllotment Shares, as applicable, in the United States, will provide a certificate, substantially in the form of Exhibit A to this Schedule B, relating to the manner of
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the offer and sale of the Initial Shares or Over-Allotment Shares, as applicable, in the United States. Failure to provide such a certificate shall constitute a representation by the Underwriter to the effect that neither it, nor any of its affiliates, nor any person acting on its or their behalf, offered or sold any of the Initial Shares or Over-Allotment Shares, as applicable, in the United States.

EXHIBIT A TO SCHEDULE B UNDERWRITERS’ CERTIFICATE

In connection with the private placement in the United States of Initial Shares and Over-Allotment Shares of Altus Group Limited (the “Company”) pursuant to the Underwriting Agreement, dated September 20, 2021, among the Company and the Underwriters named therein (the “ Underwriting Agreement ”), each of the undersigned does hereby certify as follows:

(a) [US affiliate name] is on the date hereof, and was at the time of each offer and sale of Initial Shares or Over-Allotment Shares made by it, a duly registered brokerdealer under Section 15(b) of the U.S. Exchange Act and under the laws of all applicable states (unless exempt from such states’ broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., and all offers and sales of the Initial Shares or OverAllotment Shares in the United States have been effected by [US affiliate name] in accordance with all applicable United States federal and state securities laws, including, without limitation, laws and regulations governing the registration and conduct of brokers and dealers;
(b) we provided each offeree of Initial Shares or Over-Allotment Shares in the United States with either the Preliminary U.S. Memorandum or the Final U.S. Memorandum and prior to the sale of Initial Shares or Over-Allotment Shares to a U.S. Purchaser we provided each such U.S. Purchaser with a copy of the Final U.S. Memorandum, and no other written material was used by us in connection with the offer and sale of the Initial Shares or Over-Allotment Shares;
(c) immediately prior to our transmitting any of the foregoing materials to such offerees, we had reasonable grounds to believe and did reasonably believe that each offeree was a Qualified Institutional Buyer, and we continue to reasonably believe on the date hereof that each U.S. Purchaser is a Qualified Institutional Buyer;
(d) prior to any sale by us of the Initial Shares or Over-Allotment Shares in the United States, we caused each purchaser to execute and deliver a U.S. Qualified Institutional Buyer Letter in substantially the same form appended to the U.S. Memorandum;
(e) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Initial Shares or Over-Allotment Shares in the United States, and we did not engage in any Directed Selling Efforts in connection with the offer and sale of the Initial Shares or Over-Allotment Shares; and
(f) the offering of the Initial Shares and Over-Allotment Shares in the United States has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule B thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement (including Schedule B thereto) unless otherwise defined herein.