Baylin Technologies Inc.

AGENCY AGREEMENT

December 15, 2020

Baylin Technologies Inc. 4711 Yonge Street, Suite 500 North York, Ontario M2N 6K8

Attention: Randy Dewey President and Chief Executive Officer

Dear Randy:

The undersigned, Paradigm Capital Inc., as lead agent and bookrunner (the “ Lead Agent ”), together with CIBC World Markets Inc., Raymond James Ltd., Cormark Securities Inc. and PI Financial Corp. (together with the Lead Agent, collectively, the “ Agents ”) understand that Baylin Technologies Inc. (the “ Corporation ”) has agreed to issue and sell up to 6,666,700 units of the Corporation (the “ Units ”), at a price of $0.75 per Unit (the “ Subscription Price ”), for aggregate gross proceeds of up to $5,000,025. Each Unit consists of one Common Share (as defined herein, and each Common Share comprising part of the Unit, a “ Unit Share ”) and one-half of one Common Share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant shall entitle the holder thereof to acquire one Common Share (a “ Warrant Share ”) at an exercise price of $1.05 per Warrant Share prior to the Expiry Date (as defined herein).

The Units, Unit Shares, Warrants and Warrant Shares are collectively referred to as the “ Offered Securities ”. The offering of the Units by the Corporation is referred to herein as the “ Offering ”.

Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, the Corporation appoints the Agents, as the Corporation’s exclusive agents to offer for purchase and sale on a “best efforts” agency basis, without underwriter liability, the Units and to arrange for purchasers for the Units in the Selling Jurisdictions (as defined herein) on a private placement basis pursuant to exemptions from the prospectus requirements of Securities Laws (as defined herein). The Corporation agrees that the Agents are under no obligation to purchase any of the Units but may purchase Units if desired.

In consideration of the services to be rendered by the Agents in connection with the Offering, the Corporation shall, at the Closing Time (as defined herein), pay to the Agents the Commission (as defined herein) and issue and deliver to the Agents the Broker Warrants (as defined herein) in such amounts and with such terms as set out in Section 14 hereof. The obligation of the Corporation to pay the Commission and issue and deliver the Broker Warrants shall arise at the Closing Time and the Commission and the Broker Warrants shall be fully earned by the Agents upon the completion of the Offering.

The Corporation agrees that the Agents will be permitted to appoint, at its sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, as their agents to assist in the Offering in the Selling Jurisdictions and that the Agents may determine the remuneration payable by the Agents to such other dealers appointed by them, provided that such remuneration shall not in any way increase the aggregate Commission payable to the Agents by the Corporation under this Agreement.

DEFINITIONS

In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:

“ affiliate ”, “ associate ”, “ distribution ”, “ material change ”, “ material fact ”, and “ misrepresentation ” have the respective meanings ascribed thereto in the Securities Act (Ontario);

“ Affiliates ” means the affiliates of the Agents;

“ Agents ” has the meaning ascribed thereto on the face page of this Agreement;

“ Aggregate Subscription Price ” means the aggregate gross proceeds from the sale and issue of the Units;

“ Agreement ” means this agreement, as it may be amended from time to time;

“ Applicable Laws ” means all applicable laws, rules, regulations, policies, statutes, ordinance, codes, orders, consents, decrees, judgments, decisions, rulings, awards or guidelines of any Governmental Entity, and the terms and conditions of any Authorizations, including any judicial or administrative interpretation thereof;

“ Authorizations ” means any regulatory approval, licence, permit, approval, consent, certificate, registration, filing or other authorization issued by any Governmental Entity, including under Applicable Laws;

“ Broker Warrant ” has the meaning ascribed thereto in Section 14 hereof;

“ Broker Warrant Certificates ” means the certificates representing the Broker Warrants and containing the terms thereof;

“ Broker Warrant Share ” has the meaning ascribed thereto in Section 14 hereof;

“ Business ” means the business of research, design, development, manufacturing and sales of passive and active radio-frequency products;

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

“ Closing ” means, as applicable, the completion of the issuance and sale of the Units as contemplated by this Agreement and the Subscription Agreements;

“ Closing Date ” means, as applicable, the date on which the Closing shall occur, being on or about December 15, 2020 or such other date as the Corporation and the Agents may determine;

“ Closing Time ” means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Agents may determine;

“ Commission ” has the meaning ascribed thereto in Section 14 hereof;

“ Common Shares ” means the common shares in the capital of the Corporation;

“ Compensation Securities ” means collectively, the Broker Warrants and the Broker Warrant Shares issuable upon exercise of the Broker Warrants;

“ Corporation ” has the meaning ascribed thereto on the face page of this Agreement;

“ Corporation’s Information Record ” means all information contained in any press release, material change report (excluding any confidential material change report), financial statements, management’s discussion and analysis of financial condition or other document of the Corporation which has been publicly filed by or on behalf of the Corporation pursuant to Securities Laws;

“ Credit Agreement ” means the agreement dated March 29, 2019, as amended June 8, 2020 and December 2, 2020, between the Corporation and Royal Bank of Canada and HSBC Bank Canada;

“ Debt Instrument ” means any agreement, note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Corporation or a Material Subsidiary is a party or otherwise bound and which is material to the Corporation on a consolidated basis and includes the Credit Agreement;

“ Early Expiry Date ” means the 30[th] day following the date on which the Corporation provides the Early Expiry Notice to holders of the Warrants;

“ Early Expiry Event ” means the occurrence, at any time after the Closing Date, of the closing price of the Common Shares on the Stock Exchange being equal to or greater than $1.40 per Common Share for a period of 20 consecutive trading days;

“ Early Expiry Notice ” means a written notice sent by the Corporation to the Warrant Agent and the Warrantholders advising the holders of Warrants of an Early Expiry Event;

“ Employee Plans ” has the meaning ascribed thereto in subsection 4(ff);

“ Environmental Laws ” has the meaning ascribed thereto in subsection 4(bb);

“ Expiry Date ” means the earlier of (a) the date that is 24 months following the Closing Date, and (b) the Early Expiry Date;

“ Financial Statements ” means, collectively, (i) the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2019 and 2018, together with the notes thereto and the auditors’ report thereon, and (ii) the unaudited interim condensed consolidated financial statements of the Corporation as at and for the three and nine months ended September 30, 2020 and 2019;

“ Governmental Entity ” means any (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

“ Governmental Licenses ” has the meaning ascribed thereto in subsection 4(aa);

“ including ” means including without limitation;

“ Lead Agent ” has the meaning ascribed thereto on the face page of this Agreement;

“ Leased Premises ” means the premises which are material to the Corporation or a Material Subsidiary (on a consolidated basis) and which the Corporation or a Material Subsidiary occupies as a tenant;

“ Liens ” means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatsoever which affects ownership or possession of, or title to, any interest in, or right to use or occupy such property or assets;

“ Material Adverse Effect ” means any event, change, fact or state of being which could reasonably be expected to have a significant adverse effect on the business, affairs, operations, capital, assets, properties, or liabilities (absolute, accrued, contingent or otherwise) or condition (financial or otherwise) of the Corporation on a consolidated basis;

“ Material Agreement ” means any contract, commitment, agreement (written or oral), instrument, lease or other document, including but not limited to any option, license, sub-license, supply, purchase, sale, distribution, branding, marketing, strategic partnership agreement, or any other similar type agreement to which the Corporation or a Material Subsidiary is a party or otherwise bound and which is material to the Corporation or a Material Subsidiary (on a consolidated basis);

“ Material Subsidiaries ” means Galtronics USA, Inc. (Delaware), Galtronics Korea Co., Ltd. (South Korea), Galtronics Vietnam Co. Ltd. (Vietnam), Galtronics Vietnam Dai Dong Co., Ltd. (Vietnam), Galtronics Electronics (Wuxi) Co., Ltd. (China), Galtronics Canada Ltd. (Ontario), Advantech Wireless Technologies Inc. (Canada), Advantech Wireless Technologies (USA) Inc. (Delaware), Advantech Wireless Technologies (EMEA) Limited (England and Wales), Advantech Wireless Research Inc. (Canada), Alga Microwave Inc. (Canada) and 9174-0050 Quebec Inc. (Quebec);

“ Money Laundering Laws ” has the meaning ascribed thereto in subsection 4(aaa) hereof;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;

“ notice ” has the meaning ascribed thereto in Section 17 hereof;

“ OFAC ” has the meaning ascribed thereto in subsection 4(eee) hereof;

“ Offered Securities ” has the meaning ascribed thereto on the face page of this Agreement;

“ Offering ” has the meaning ascribed thereto on the face page of this Agreement;

“ Person ” includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

“ Personnel ” has the meaning ascribed thereto in subsection 12(a) hereof;

“ Preferred Shares ” means the preferred shares in the capital of the Corporation;

“ President’s List ” has the meaning ascribed thereto in Section 14 hereof;

“ Purchasers ” means the Persons who, as purchasers or beneficial purchasers, acquire the Units by duly completing, executing and delivering the Subscription Agreements and any other required documentation;

“ Reporting Jurisdictions ” means all of the provinces and territories of Canada;

“ Securities Laws ” means, as applicable, the securities laws, regulations, rules, rulings and orders in each of the Selling Jurisdictions, the applicable policy statements, notices, blanket rulings, orders and all other regulatory instruments of the securities regulators in each of the Selling Jurisdictions, and the rules and policies of the Stock Exchange;

“ Securities Regulators ” means, collectively, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions;

“ Selling Jurisdictions ” means the provinces and territories of Canada and such other jurisdictions outside of Canada and the United States as mutually agreed between the Corporation and the Agent;

“ Stock Exchange ” means the Toronto Stock Exchange;

“ Subscription Agreements ” means, collectively, the subscription agreements for the Units, in the form agreed upon by the Lead Agent and the Corporation pursuant to which Purchasers agree to subscribe for and purchase the Units pursuant to the Offering as herein contemplated and shall include, for certainty, all schedules thereto; and “ Subscription Agreement ” means any one of them, as the context requires;

“ Subscription Price ” has the meaning ascribed thereto on the face page of this Agreement;

“ subsidiary ” or “ subsidiaries ” has the meaning ascribed thereto in the Securities Act (Ontario);

“ Taxes ” has the meaning ascribed thereto in Section 4(p) hereof;

“ to the knowledge of the Corporation ” means the actual knowledge of the current officers of the Corporation, after reasonable enquiry;

“ Transaction Documents ” means collectively, this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates;

“ Transfer Agent ” means Computershare Investor Services Inc., in its capacity as transfer agent and registrar in respect of the Common Shares at its principal office in Toronto, Ontario;

“ Unit Share ” has the meaning ascribed thereto on the face page of this Agreement;

“ United States ” and “ U.S. ” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“ Units ” has the meaning ascribed thereto on the face page of this Agreement;

“ Warrant ” has the meaning ascribed thereto on the face page of this Agreement;

“ Warrant Agent ” means Computershare Trust Company of Canada, in its capacity as warrant agent in respect of the Warrants at its principal office in Toronto, Ontario;

“ Warrant Indenture ” means the warrant indenture dated the date hereof, entered into between the Corporation and the Warrant Agent, and governing the terms and conditions of the Warrants; and

“ Warrant Share ” has the meaning ascribed to such term on the face page of this Agreement.

TERMS AND CONDITIONS

1. (a) Sale on Exempt Basis. The Agents shall offer for sale and sell the Units pursuant to the Offering in the Selling Jurisdictions in accordance with the terms of this Agreement and in compliance with Securities Laws, on a private placement basis and in such a manner so as not to require registration thereof or filing of a prospectus, registration statement or similar disclosure document or impose on the Corporation additional continuous reporting obligations under Securities Laws.

(b) Filings. The Corporation agrees to comply with Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Securities Laws, all forms, undertakings and other documents required to be filed by the Corporation in connection with the issue and sale of the Units so that the distribution of the Units may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum in the Selling Jurisdictions, and the Agents undertake to use its commercially reasonable best efforts to cause Purchasers to complete any forms required by Securities Laws. All fees payable in connection with such filings shall be at the expense of the Corporation.

(c) No Offering Memorandum. Neither the Corporation nor the Agents shall (i) provide to prospective purchasers of the Units any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Units, including but not limited to, causing the sale of the Units to be advertised in any newspaper, magazine, printed public media or similar medium of general and regular paid circulation or broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting in connection with the offer and sale of the Units whose attendees have been invited by general solicitation or general advertising.

(d) Legends. The Unit Shares and Warrants (and the Warrant Shares, if issued prior to the date that is four months and one day after the applicable Closing Date) and the Broker Warrants (and the other Broker Warrant Shares, if issued prior to the date that is four months and one day after the Closing Date) shall have attached to them, whether through the electronic deposit system of CDS, an ownership statement issued under a direct registration system or other electronic book-entry system, or on physical certificates that may be issued, as applicable, a legend substantially in the following form:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”

2. (a) Corporation’s Covenants. The Corporation hereby covenants to the Agents and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the issuance and sale of the Units, as follows:

(i) Due Diligence . The Corporation will allow the Agents and their representatives the opportunity to conduct all due diligence which the Agents may reasonably require to be conducted prior to the Closing Date.
(ii) Delivery of Transaction Documents . The Corporation will duly execute and deliver the Transaction Documents at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation.
(iii) Maintain Reporting Issuer Status . The Corporation will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the securities laws in each of the Reporting Jurisdictions until the date that is 24 months following the Closing Date, provided that this covenant shall not prevent the Corporation from completing any transaction which would result in the Corporation ceasing to be a “reporting issuer” so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash, or the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the Stock Exchange.
(iv) Maintain Stock Exchange Listing . The Corporation will use its commercially reasonable efforts to maintain the listing of the Common Shares for trading on the Stock Exchange (or another stock exchange in Canada) and comply with the rules and policies of the Stock Exchange (or such other stock exchange in Canada where the Common Shares may be listed), until the date that is 24 months following the Closing Date, provided that, for greater certainty, this covenant shall not prevent the Corporation from completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash, or the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the Stock Exchange. The Corporation will ensure that the Unit Shares, the Warrant Shares, the Broker Shares and the Broker Warrant Shares are conditionally approved for listing and trading on the Stock Exchange on or prior to the Closing Date, subject only to customary post-closing conditions required to be satisfied within the applicable time frame pursuant to the rules and policies of the Stock Exchange.
(v) Validly Issued Unit Shares . The Corporation will ensure that the Unit Shares upon issuance shall be duly and validly authorized and issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Subscription Agreements.
(vi) Validly Issued Warrants and Warrant Shares. The Corporation will ensure that the Warrants are duly and validly created, authorized and issued, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture. The Corporation will ensure at all times prior to the Expiry Date, that sufficient Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Warrants, and the Warrant Shares upon their issuance in accordance with the terms of the Warrant Indenture shall be validly issued as fully paid and nonassessable Common Shares .
(vii) Validly Issued Broker Warrants . The Corporation will ensure that the Broker Warrants are duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Broker Warrant Certificates.
(viii) Validly Issued Broker Warrant Shares . The Corporation will ensure, at all times prior to the date that is 24 months from the Closing Date, that sufficient Broker Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Broker Warrants, and upon issuance in accordance with the terms of the Broker Warrant Certificates, the Broker Warrant Shares shall be validly issued as fully paid and nonassessable Common Shares and shall have the attributes corresponding to the description thereof set forth in the Broker Warrant Certificates.
(ix) Warrant Agent . The Corporation will ensure that on or prior to the Closing Date the Warrant Agent has been duly appointed to act as warrant agent in respect of the Warrants.
(x) Consents and Approvals . The Corporation will make or obtain, as applicable, at or prior to the Closing Time, all consents, approvals, permits, authorizations and filings as may be required by the Corporation for the consummation of the transactions contemplated herein (A) under Securities Laws, including the conditional approval for the Offering by the Stock Exchange, other than customary post-closing filings required to be submitted within the applicable time frame pursuant to Securities Laws and the rules and policies of the Stock Exchange, or (B) as may be otherwise required by the Corporation, including under any Material Agreement or Debt Instrument.
(xi) Regulatory Filings . The Corporation will execute and file with the Securities Regulators and the Stock Exchange all forms, notices and certificates required to be filed by the Corporation pursuant to Securities Laws within the applicable time frame pursuant to Securities Laws, including, for certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Agents pursuant to the closing conditions set forth in Section 7 hereof.
(xii) Standstill . For a period of four months and one day following the Closing Date, the Corporation will not, directly or indirectly, issue, sell, offer, grant an option or right in respect of (or agree to or announce any intention to do any of the foregoing) any additional Common Shares or any securities convertible or exchangeable into Common Shares, other than (A) pursuant to the Offering, (B) pursuant to the exercise of options issued or other rights granted pursuant to the Corporation’s stock option and other compensation plans in the ordinary course consistent with past practice, (C) pursuant to the exercise of warrants or convertible debentures outstanding as at the date hereof; (D) pursuant to any acquisition agreements; or (E) pursuant to an offer to holders of the Corporation’s convertible debentures to exchange their cash interest payment on December 31, 2020 for Common Shares.
(xiii) Lock-Up Agreements . The Corporation will cause each of its directors and officers, to enter into lock-up agreements in a form satisfactory to the Corporation and the Agents, in both cases acting reasonably, which shall be negotiated in good faith and contain customary provisions, pursuant to which each such person agrees not to, for a period of four months and one day following the Closing Date, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other securities of the Corporation convertible into,

exchangeable for or exercisable to acquire, Common Shares, directly or indirectly, unless (A) they first obtain the prior consent of the Agents, (B) there occurs a take-over bid or similar transaction involving a change of control of the Corporation, or (C) pursuant to the exercise of options already validly issued or other rights granted pursuant to the Corporation’s stock option plan or other compensation plans.

(xiv) Use of Proceeds . The Corporation shall use the net proceeds realized under the Offering for repayment of outstanding debt and for general working capital purposes.
(xv) Closing Conditions . The Corporation will fulfil or cause to be fulfilled, on or prior to the Closing Date, each of the conditions set forth in Section 7 hereof.

(b) Agents’ Covenants. The Agents hereby covenant and agree that they will (and will use commercially reasonable efforts to cause its selling group members to):

(i) conduct all activities in connection with the Offering in compliance with Securities Laws and all other laws applicable to the Agents (or any Affiliates of the Agents) or the selling group members;
(ii) obtain from each Purchaser a completed and executed Subscription Agreement (including all certifications, forms and other documentation contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the Corporation and the Agents;
(iii) not solicit, offer, sell, trade, distribute or otherwise do any act in furtherance of a trade of the Offered Securities in such manner as to require registration of the Offered Securities or the filing of a prospectus, registration statement, offering memorandum or any similar document under the laws of any jurisdiction or subject the Corporation to any continuous disclosure or other similar reporting requirements under the laws of any jurisdiction to which it is not currently subject; and
(iv) not engage in or authorize, directly or indirectly, any form of general advertising in connection with or in respect of the Offered Securities in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conduct any seminar or meeting concerning the offer or sale of the Offered Securities whose attendees have been invited by any general solicitation or general advertising.

3. (a) Material Changes During Distribution. During the distribution period, the Corporation shall promptly notify the Agents (and, if requested by the Lead Agent, confirm such notification in writing) of any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened, financial or otherwise) or any event or development involving a prospective material change or change in a material fact or any other change in the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), properties, prospects, liabilities (contingent or otherwise), capital, ownership, control or management of the Corporation or any subsidiaries which would constitute a material change to, or a change in a material fact concerning, the Corporation (on a consolidated basis) or any other change which is of such a nature.

During the distribution period, the Corporation shall promptly, and in any event, within any applicable time limitations, comply with all applicable filings and other requirements under Securities Laws and any other applicable securities laws as a result of such change. During such period, the

Corporation shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice need be given to the Agents pursuant to this Section 3.

(b) Press Releases. Subject to applicable law, the Corporation agrees that it shall obtain prior approval of the Lead Agent, such approval not to be unreasonably withheld, as to the content and form of any press release relating to the Offering or to be issued prior to the Closing. In addition, any press release announcing or otherwise concerning the Offering shall comply with applicable U.S. securities laws, and include among other things, an appropriate notation as follows: “Not for distribution to U.S. newswire services or dissemination in the United States.”

4. Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Agents and to the Purchasers, and acknowledges that each of them is relying upon each of such representations and warranties in entering into the transactions contemplated hereby, that:

General Matters

(a) Good Standing of the Corporation . The Corporation has been duly incorporated and is validly existing under the laws of Ontario, has all requisite corporate power and authority and is duly qualified and possesses all material certificates, permits and licenses issued by the appropriate provincial, municipal, federal regulatory agencies or bodies necessary (and has not received or is not aware of any modification or revocation to such certificates, permits or licenses, except such modifications or amendments as are necessary for the conduct of its business) to carry on its business as now conducted and to own its properties and assets, except for those certificates, permits and licenses which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect, and the Corporation has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement and the Subscription Agreements and to consummate the transactions under this Agreement and the Subscription Agreements.
(b) Good Standing and Ownership of Subsidiaries and Investee Companies . The Corporation’s only subsidiaries or investee companies are those set forth in Schedule “A” hereto. Each of such entities is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Corporation’s direct or indirect percentage ownership of the outstanding shares of such entities is accurately disclosed in Schedule “A” hereto, and all such shares are legally and beneficially owned by the Corporation, and all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares (or the equivalent legal concept in another jurisdiction) and no Person has any right, agreement or option or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the subsidiaries or investee companies or any other security convertible into or exchangeable for any such shares. The only entities that are material to the Corporation are the Material Subsidiaries, and none of the other subsidiaries are material or hold any material assets or liabilities.
(c) Carrying on Business . The Corporation and each of the Material Subsidiaries is, in all material respects, conducting its business in compliance with all Applicable Laws of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or assets or carries on business to enable its business to be carried on as now conducted or proposed to be

conducted and its properties and assets to be owned, leased and operated and all such Authorizations are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Applicable Laws or Authorizations except where the failure to be so licensed, registered or qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect.

(d) Compliance with Canadian Securities Laws and Reporting Issuer Status . The Corporation is a "reporting issuer" in each of the Reporting Jurisdictions, and is not in default of the requirements under Securities Laws of such jurisdictions, in particular, without limiting the foregoing, the Corporation is in compliance with all of its timely and continuous disclosure obligations under Securities Laws of the Reporting Jurisdictions, including its obligation to make timely disclosure of all material changes relating to it and since December 31, 2019 (other than in respect of material change reports filed on a confidential basis and thereafter made public or material change reports filed on a confidential basis and in respect of which the material change never came to fruition) no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed.
(e) Corporation’s Information Record . The information contained in the Corporation’s Information Record is, as of the date of such information or filing, true and correct in all material respects, and nothing contained in the Corporation’s Information Record contains a material misrepresentation that has not been publicly corrected or superseded by a subsequent filing.
(f) Materials Provided by the Corporation. All documents and information which has been provided to the Agents and their counsel by or on behalf of the Corporation, with the exception of any financial projections or forecasts, is, as of the date hereof, true and correct in all material respects, and nothing contained in any of the documents and information which has been provided to the Agents and their counsel by or on behalf of the Corporation, with the exception of any financial projections or forecasts, contains a material misrepresentation.
(g) Material Contracts . All of the Material Contracts not made in the ordinary course of business have been disclosed in the Corporation’s Information Record (other than prior to the date hereof the second amendment to the Credit Agreement) and, if required under Securities Laws of Canada, have been filed with the applicable Securities Regulators, are valid and subsisting agreements and are in full force and effect. None of the Corporation, its subsidiaries and, to the knowledge of the Corporation, any other party to any Material Contract, has received notification from any party that it is in breach of or default under any Material Contract.
(h) Authorization and Description of Offered Securities and Compensation Securities . The Offered Securities, and the Compensation Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Corporation pursuant to this Agreement, against payment of the consideration set forth herein, will be validly issued as fully paid and non-assessable securities. The Offered Securities and the Compensation Securities conform to the rights set forth in the instruments defining the same, as applicable. The issuance of the Offered Securities and

the Compensation Securities is not subject to the pre-emptive rights of any shareholder of the Corporation and all corporate action required to be taken for the authorization, issuance, sale and delivery of the Offered Securities and the Compensation Securities have been validly taken at the date hereof.

(i) Agency Agreement . This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Laws.
(j) Absence of Defaults and Conflicts . Each of the execution and delivery of this Agreement, the performance by the Corporation of its obligations hereunder, the issue and sale of the Offered Securities hereunder and the consummation of the transactions contemplated hereby, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (a) any statute, rule or regulation applicable to the Corporation, including any Securities Laws, except for where such conflict, breach, violation or default would not have a Material Adverse Effect or result in an adverse material change to the Corporation; (b) the constitution or resolutions of the Corporation which are in effect at the date hereof; (c) any Material Contract to which the Corporation is a party or by which it is bound; or (d) any judgment, decree or order binding the Corporation or the property or assets of the Corporation.
(k) Share Capital . The authorized share capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares. As of the date hereof, there are 40,882,313 Common Shares and nil Preferred Shares issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation.
(l) Absence of Rights . Except as disclosed in the Corporation’s Information Record or pursuant to the Corporation’s equity compensation plans in place at the date of this Agreement, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued shares of the Corporation or any other security convertible into or exchangeable for any such shares or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding shares of the Corporation.
(m) Exchange Listing . The currently issued and outstanding Common Shares are listed and posted for trading on the Stock Exchange and no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the trading of the Corporation’s issued securities has been issued and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Corporation, contemplated or threatened.
(n) Financial Statements . The audited consolidated financial statements of the Corporation as at and for the financial years ended December 31, 2019 and 2018 have been prepared in accordance with International Financial Reporting Standards consistently applied throughout the periods referred to therein and present fairly, in all material respects, the

consolidated financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation and the Material Subsidiaries as at such dates and the consolidated results of operations of the Corporation and the Material Subsidiaries for the periods then ended and, other than as disclosed in the Corporation’s Information Record, there has been no material change in accounting policies or practices of the Corporation since December 31, 2019.

(o) No Material Adverse Effect . Since December 31, 2019: (a) there has been no change in the condition (financial or otherwise), or in the properties, affairs, prospects, operations, assets or liabilities of the Corporation and the subsidiaries, on a consolidated basis, whether or not arising in the ordinary course of business which would give rise to a Material Adverse Effect, and (b) there have been no transactions entered into by the Corporation or the subsidiaries, other than those in the ordinary course of business, which are material with respect to the Corporation and the subsidiaries, on a consolidated basis, in each case, except as disclosed in the Transaction Documents or the Corporation’s Information Record.
(p) Taxes . All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, customs duties and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable or required to be collected or withheld and remitted or payable, by the Corporation and the subsidiaries have been paid, collected or withheld and remitted as applicable, except for where the failure to pay such Taxes would not have a Material Adverse Effect or result in an adverse material change to the Corporation and the subsidiaries, on a consolidated basis. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the subsidiaries have been filed with all appropriate governmental authorities, except for where such failure would not have a Material Adverse Effect or result in an adverse material change to the Corporation and the subsidiaries, on a consolidated basis, and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading or result in an adverse material change to the Corporation and the subsidiaries, on a consolidated basis. To the knowledge of the Corporation, no examination of any tax return of the Corporation or any of the subsidiaries is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Corporation or the subsidiaries. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Corporation or any of the subsidiaries.
(q) Auditors . The auditors of the Corporation who audited the consolidated financial statements of the Corporation as at and for the years ended December 31, 2019 and 2018 and who provided their audit report thereon are independent public accountants as required under applicable Securities Laws and, to the knowledge of the Corporation after due investigation and review, there has never been a reportable event (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations ) between the Corporation and such auditors or, to the knowledge of the Corporation, any other former auditors of the Corporation.
(r) Accounting Controls . The Corporation and each of the Material Subsidiaries has established and maintains, and will maintain, a system of internal accounting controls sufficient to provide reasonable assurance: (a) that transactions are executed in accordance with management's general or specific authorizations; (b) that transactions are recorded as necessary to permit preparation of financial statements in conformity with International Financial Reporting Standards and to maintain asset accountability; (c) that access to assets is permitted only in accordance with management's general or specific authorization; (d) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (e) that material information relating to the Corporation and each of the Material Subsidiaries is made known to management and those within the entity responsible for the preparation of the financial statements during the period in which the financial statements have been prepared and that such material information is disclosed to the public within the time periods required by Applicable Laws; (f) that all significant deficiencies and material weaknesses in the design or operation of such internal controls that could adversely affect any of the Corporation's or any of the Material Subsidiaries' ability to disclose to the public information required to be disclosed by them in accordance with applicable law and all fraud that involves management or employees that have a significant role in the Corporation's or the Material Subsidiaries' internal controls have been disclosed to the audit committees of the Corporation or the applicable Material Subsidiary, as applicable; (g) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards; (h) that it has evaluated the effectiveness of the Corporation’s disclosure controls and procedures as of the end of the period covered by the Financial Statements for the period ended December 31, 2019 and disclosed in the annual management's discussion and analysis management's conclusions about the effectiveness of the disclosure controls and procedures as of December 31, 2019; and (i) that the Corporation has disclosed in the annual management's discussion and analysis of the Corporation’s most recent Financial Statements any material change in the Corporations’ internal control over financial reporting that occurred during the Corporation’s applicable interim period that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
(s) No Off-Balance Sheet Arrangements . There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of the Corporation or any subsidiary which are required to be disclosed and are not disclosed or reflected in the Financial Statements.
(t) No Restriction on Payment of Dividends . There is not, in the constating documents of the Corporation or in any Material Contract to which the Corporation is a party, any restriction upon or impediment to, the declaration or payment of dividends by the directors of the Corporation or the payment of dividends by the Corporation to the holders of the Common Shares other than in connection with the Credit Agreement and other Debt Instruments.
(u) No Restriction on Conduct of Business . Neither the Corporation, nor any Material Subsidiary, is a party to or bound by or affected by any commitment, agreement or document (other than the Credit Agreement and other Debt Instruments), containing any covenant which expressly limits the freedom of the Corporation or any of the Material Subsidiaries to compete in any line of business, transfer or move any of its assets or

operations or which materially or adversely affects the business practices, operations or condition of the Corporation or the Material Subsidiaries, taken as a whole.

(v) Absence of Proceedings . Other than as described in the Corporation’s Information Record, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency, governmental instrumentality or body, domestic or foreign, now pending or, to the knowledge of the Corporation, threatened against or affecting the Corporation or any of the Material Subsidiaries which, if determined adversely, would have a Material Adverse Effect or would reasonably be expected to have a Material Adverse Effect on: (a) the Corporation and the Material Subsidiaries, taken as a whole; (b) the consummation of the transactions contemplated in this Agreement; or (c) the performance by the Corporation of its obligations hereunder.
(w) Absence of Judgments . There are no judgments against the Corporation or any of the subsidiaries which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation or any subsidiary is subject.
(x) Title to Assets . Subject to subsection (y) "Ownership of Intellectual Property" immediately below, the Corporation or the Material Subsidiaries are the legal and beneficial owner of, and has good and marketable title to or leasehold interest in, all of the property rights described in the Corporation’s Information Record, free and clear of all Liens , other than those described in the Corporation’s Information Record, and no other property rights are necessary for the conduct of the business of the Corporation or the subsidiaries as currently conducted, the Corporation knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the right of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit such property rights, other than those described in the Corporation’s Information Record , and neither the Corporation nor the Material Subsidiaries have any obligation to pay any material commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof, except as described in the Corporation’s Information Record.
(y) Ownership of Intellectual Property . Except as would not, individually or in the aggregate, have a Material Adverse Effect on the ability of the Corporation or the Material Subsidiaries to carry on business as currently conducted:
(i) other than as disclosed to the Agents and other than the intellectual property for which the Corporation has been granted a license or keeps as a trade secret, the Corporation is the exclusive owner of, and has good title to the intellectual property used by the Corporation in the conduct of its business;
(ii) other than as disclosed to the Agents, the Corporation has not transferred ownership of any intellectual property owned by the Corporation to any third party. The Corporation has not permitted the Corporation’s rights in such intellectual property to lapse or enter the public domain in such a manner to cause a Material Adverse Effect;
(iii) other than as disclosed to the Agents, the Corporation has no knowledge of any pending or threatened litigation, proceeding, claim, demand, arbitration, mediation, dispute resolution, suit, action, investigation or judicial review in which the intellectual property of the Corporation is alleged to be invalid,

unenforceable or not properly in the name of the Corporation or the Material Subsidiaries, as the case may be;

(iv) to its knowledge, the Corporation has not infringed and is not infringing the intellectual property rights of others. The Corporation is not aware of any pending or threatened litigation, proceeding, claim, demand, arbitration, mediation, dispute resolution, suit, action, investigation or judicial review which alleges that the intellectual property used in the conduct of the Corporation’s business would or does infringe the intellectual property rights of a third party;
(v) the Corporation is not obligated or under any liability whatsoever to make any payments by way of royalties or license fees to any owner or licensor of, or other claimant to, any patent, trademark, service mark, trade name, copyright, technology or other intangible asset, with respect to the use thereof (other than for commercially available off-the-shelf products);
(vi) to its knowledge, no person or entity is infringing or misappropriating any intellectual property rights of the Corporation. The Corporation has not provided notice to any third party (i) that the operation of the business of the third party or any act, product or service of the third party infringes or misappropriates the intellectual property rights of the Corporation or constitutes unfair competition or unfair trade practices under the legal requirements of any jurisdiction, or (ii) challenging the ownership, validity, enforceability or registrability of any third party intellectual property;
(vii) the Corporation has taken, and continues to take, commercially reasonable precautions and to make commercially reasonable efforts to protect the Corporation’s proprietary information and trade secrets from disclosure to, or use by, unauthorized persons, as well as from theft, tampering, sabotage and transmission; and
(viii) there is no right under any patent, patent application, trademark, trademark application, trade name, service mark, copyright, franchise, or other intangible property or asset necessary to the business of the Corporation as presently conducted.
(z) Title to Real Property . Neither the Corporation nor any of the subsidiaries owns any real property, except for ownership of the factory building in Wuxi, China and interests in real property in the nature of leasehold interests. All of the leases, subleases and agreements in real property material to the business of the Corporation and the subsidiaries, on a consolidated basis, and under which the Corporation or the Material Subsidiaries have an interest in properties described in the Corporation’s Information Record, are in full force and effect, and neither the Corporation nor any of the subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Corporation or the Material Subsidiaries under any of the leases, subleases or agreements mentioned above, or affecting or questioning the rights of the Corporation or the subsidiaries to the continued possession of the property under any such lease, sublease or agreement.
(aa) Compliance with Laws, Licenses and Permits . The Corporation and each of the Material Subsidiaries have conducted and are conducting the business thereof in compliance in all

material respects with all Applicable Laws of each jurisdiction in which it carries on business and possess such permits, certificates, licenses, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to own, lease, stake or maintain its property interests and to conduct the business now operated by them, except where the failure to comply, possess such permits, certificates, licenses, approvals, consents or authorizations would not reasonably be expected to have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect. Neither the Corporation nor any of the Material Subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses.

(bb) Environmental Laws . Each of the Corporation and each of the subsidiaries: (i) is in compliance with any and all applicable Environmental Laws foreign, federal, provincial, state and local laws and regulations relating to the protection of human health and safety, conservation, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”), except for such failures to comply as would not have a Material Adverse Effect; (ii) has received all material permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business as currently conducted; and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except in each case for such permits, licenses, approvals or failures to comply that would not have a Material Adverse Effect. To the knowledge of the Corporation, there have been no past, and there are no pending or threatened claims, complaints, notices or requests for information received by the Corporation with respect to any alleged violation of any Environmental Law and, to the knowledge of the Corporation, no conditions exist at, on or under any property now or previously owned, operated or leased by the Corporation or any of the subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law that, individually or in the aggregate, has or may reasonably be expected to have a Material Adverse Effect.
(cc) No Environmental Audits . There are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation or any of the subsidiaries, except for ongoing assessments conducted by or on behalf of the Corporation or the subsidiaries in the ordinary course.
(dd) No Change to Applicable Laws . To the knowledge of the Corporation, the Corporation is not aware of any pending or contemplated change to any applicable law or regulation that would have a Material Adverse Effect, or would reasonably be expected to have a Material Adverse Effect on the business or legal environment in which the Corporation or any of the Material Subsidiaries operates.
(ee) Employment Laws. Each of the Corporation and each Material Subsidiary is in compliance with all laws respecting employment and employment practices, terms and conditions of employment, occupational health and safety, pay equity and wages, except for such failures to comply as would not have a Material Adverse Effect. There is not currently any or, to the knowledge of the Corporation, any reasonably foreseeable, labour disruption or conflict involving the Corporation or any of the Material Subsidiaries.
(ff) Employee Plans . Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical,

hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to, or required to be contributed to, by the Corporation for the benefit of any current or former director, officer, employee or consultant of the Corporation (the “ Employee Plans” ) has been maintained in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans.

(gg) Union. No union has been accredited or otherwise designated to represent any employees of the Corporation or any of the Material Subsidiaries and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation or any of the Material Subsidiaries and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect and none is currently being negotiated by the Corporation or any of the Material Subsidiaries.
(hh) Employee Indebtedness . Other than as set out in the Corporation’s Information Record, the Corporation does not have any loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, or any person not dealing at “arm's length” (as such term is defined in the Income Tax Act (Canada)) with the Corporation.
(ii) Executive Compensation. The directors and officers of the Corporation and their compensation arrangements with the Corporation, whether as directors, officers or employees of the Corporation, are as disclosed in the Corporation’s Information Record.
(jj) Directors and Officers . To the knowledge of the Corporation, other than as disclosed, none of the directors or officers of the Corporation are now, or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange.
(kk) Insurance. To the extent commercially reasonable and reasonably available, the Corporation and each of the Material Subsidiaries maintain insurance against loss of, or damage to, their fixed assets on a replacement cost basis in accordance with industry standards, and all of the policies in respect of such insurance coverage are in good standing in all respects and not in default except in each case as could not reasonably be expected to have a Material Adverse Effect.
(ll) Validly Issued Unit Shares . The Unit Shares have been duly and validly authorized for issuance and sale and when issued and delivered by the Corporation pursuant to this Agreement, against payment of the consideration set forth herein, will be validly issued as fully paid and non-assessable Common Shares.
(mm) Validly Issued Warrants and Broker Warrant s. The Warrants and the Broker Warrants have been duly and validly created and when issued and delivered by the Corporation pursuant to this Agreement, the Warrant Indenture and the Broker Warrant Certificate, as applicable, the Warrants and the Broker Warrants will be validly issued.
(nn) Validly Issued Warrant Shares . The Warrant Shares have been duly and validly authorized for issuance and, upon exercise of the Warrants in accordance with the terms

and conditions of the Warrant Indenture, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares.

(oo) Validly Issued Broker Warrant Shares . The Broker Warrant Shares have been duly allotted and authorized for issuance and, upon exercise of the Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates, the Broker Warrant Shares will be validly issued as fully paid and non-assessable Common Shares.
(pp) Transfer Agent and Registrars . The Transfer Agent has been duly appointed as transfer agent in respect of the Common Shares.
(qq) Warrant Agent . The Warrant Agent has been duly appointed as the warrant agent in respect of the Warrants.
(rr) No Brokerage or Finder's Fee. Other than the Agents and as set out in this Agreement, there are no persons acting or purporting to act at the request of, or on behalf of, the Corporation that are entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agreement.
(ss) No Voting Control Agreement. The Corporation is not a party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation or the Material Subsidiaries.
(tt) No Debt Instrument. Neither the Corporation nor any of the subsidiaries is a party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument, in each case, other than in the ordinary course of business or as disclosed in the Corporation’s Information Record.
(uu) No Liabilities . The Corporation does not have any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Corporation’s Information Record or any of the documents and information which has been provided to the Agents and their counsel by or on behalf of the Corporation or referred to or disclosed herein, other than liabilities, obligations, or indebtedness or commitments (i) incurred in the normal course of business; or (ii) which are not material to the Corporation or the subsidiaries, individually or taken as a whole.
(vv) Minute Books . The records of the Corporation that the Corporation has made available to the Agents and their counsel, Cassels Brock & Blackwell LLP, in connection with their due diligence investigation of the Corporation for the period requested to the date of examination thereof, contain copies of all proceedings (or certified copies thereof) of the shareholders, the board of directors and all committees of the board of directors of the Corporation for such period. There have been no other meetings, resolutions or proceedings of the shareholders, board of directors or any committees of the board of directors of the Corporation during such period not reflected in such records other than informal meetings of such committees for which minutes were not kept and other than resolutions of the directors approving the Offering.
(ww) Leased Premises . With respect to each of the Leased Premises, the Corporation or one of the Material Subsidiaries occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises (other than the Leased Premises in Kirkland, Quebec part of which is subleased to a third party) and each of the leases pursuant to which the

Corporation or a Material Subsidiary occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement, and the completion of the transactions described herein by the Corporation, will not afford any of the parties to such leases or any other person the right to terminate such lease or result in any additional or more onerous obligations under such leases.

(xx) No Shareholder Rights Plan . The Corporation does not have a shareholder rights or similar plan.
(yy) No Proceedings for Dissolution of Corporation or any Material Subsidiary . No proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation or any of the Material Subsidiaries.
(zz) Use of Proceeds . The Corporation intends to apply the net proceeds from the Offering substantially in accordance with the covenant set forth in Section 2(a)(xiv) disclosure set out in the term sheet that was attached as a schedule to the engagement letter between the Corporation and the Lead Agent.
(aaa) Money Laundering Laws . The operations of the Corporation are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental authority (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court of governmental authority or any arbitrator non-governmental authority involving the Corporation with respect to the Money Laundering Laws is, to the knowledge of the Corporation, pending or threatened.
(bbb) Unlawful Payment . Neither the Corporation nor any of the subsidiaries nor, to the knowledge of the Corporation, any employee or agent of the Corporation or any of the subsidiaries, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, United States or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by Applicable Laws.
(ccc) Purchases and Sales . Other than as disclosed in the Corporation’s Information Record, neither the Corporation nor any subsidiary has approved, entered into any agreement in respect of, or has any knowledge of:
(i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Corporation or any subsidiary whether by asset sale, transfer of shares, or otherwise;
(ii) the change of control (by sale or transfer of voting or equity securities or sale of all or substantially all of the assets of the Corporation or any subsidiary or otherwise) of the Corporation or any subsidiary; or
(iii) a proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares.
(ddd) Previous Corporate Transactions . All previous corporate transactions completed by the Corporation or the subsidiaries of any securities, business or assets of any other entity, have been fully and properly disclosed in the Corporation’s Information Record, were completed in material compliance with all applicable corporate and securities laws and all necessary corporate and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained or made, other than those which the failure to make or obtain would not individually or in the aggregate have a Material Adverse Effect, and complied with in all material respects; the Corporation conducted all due diligence procedures in connection with such previous transactions as are standard and customary for transactions of such nature, and the Corporation conducted all necessary procedures in accordance with its internal programs to identify and address any material issues prior to such transactions, in each case subject to management’s discretion and business judgment and, where applicable, following consultation with and advice from the Corporation’s professional advisors.
(eee) Sanctions . Neither the Corporation nor any subsidiary or investee company has been, nor to the knowledge of the Corporation, has any director, officer, agent, employee, or person acting on behalf of the Corporation or any subsidiary or investee company been or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“ OFAC ”); and the Corporation will not directly or indirectly use any proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to the Corporation or to any subsidiary, joint venture partner or other person or entity, to finance any investments in, or make any payments to, any country or person targeted by any of the sanctions of the United States administered by OFAC.
(fff) Forward-Looking Information . With respect to forward-looking information contained in the Corporation’s Information Record, at the date of such documents:
(i) the Corporation had a reasonable basis for the forward-looking information;
(ii) were based on reasonable assumptions at the date of such forward-looking information; and
(iii) all material forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information and identify material risk factors that could cause actual results to differ materially from the forward-looking information, and, where applicable, accurately state the material factors or assumptions used to develop forward-looking information.
(ggg) Business Relationships . All agreements with third parties in connection with the Business are being performed by the Corporation and the Material Subsidiaries, and, to the knowledge of the Corporation, by all other third parties thereto, in compliance with their terms except where the failure to perform in accordance with their terms would not have a Material Adverse Effect. There exists no actual or pending, or to the knowledge of the Corporation, any threatened termination, cancellation or limitation of, or any material adverse modification or material change in, the business relationship of the Corporation

or the Material Subsidiaries, with any strategic partner, supplier, wholesaler, retailer, manufacturer, service provider or customer, or any group thereof whose business with or whose purchases from or inventories, components or services provided to the Business of the Corporation or the Material Subsidiaries are individually or in the aggregate material to the assets, business, properties, operations or financial condition of the Corporation (on a consolidated basis).

(hhh) Privacy Protection . The Corporation and the Material Subsidiaries have complied, in all material respects, with all applicable privacy and consumer protection legislation and none of them have collected, received, stored, disclosed, transferred, used, misused or permitted unauthorized access to any information protected by privacy laws, whether collected directly or from third parties, in an unlawful manner. The Corporation and the Material Subsidiaries have taken all reasonable steps to protect personal information against loss or theft and against unauthorized access, copying, use, modification, disclosure or other misuse. The Corporation and its Material Subsidiaries that operate a website or e-commerce platform have security measures and safeguards in place, consistent with generally accepted industry practice, to protect all personal information it may collect from users of its website, customers and other parties from illegal or unauthorized access or use by its personnel or third parties or access or use by its personnel or third parties in a manner that violates the privacy rights of such parties.

5. Representations and Warranties of the Agents. The Agents represent and warrant to the Corporation, and acknowledge that the Corporation is relying upon each of such representations and warranties in entering into the transactions contemplated hereby, that:

(a) Compliance with Securities Laws. In respect of the offer and sale of the Units, the Agents will conduct its activities in connection with the Offering in compliance with all Securities Laws and the provisions of this Agreement.
(b) Duly Registered . The Agents are duly registered pursuant to the provisions of the Securities Laws in those jurisdictions in which they are required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agents will act only through selling group members who are so registered or licensed.
(c) General Solicitation or Advertising . The Agents and their Affiliates and representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with the offer and sale of the Units, including but not limited to, by causing the sale of the Units to be advertised in any newspaper, magazine, printed public media or similar medium of general and regular paid circulation or broadcast over radio, television or telecommunications, including electronic display, and have not conducted, and will not conduct, any seminar or meeting in connection with the offer and sale of the Units whose attendees have been invited by general solicitation or general advertising.
(d) No Prospectus or Registration Requirement . The Agents have not and will not solicit offers to purchase or sell the Units so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto .
(e) Accredited Investor Status. The Agents are each an “accredited investor” as such term is defined under NI 45-106.

6. Closing Deliveries. The issuance and sale of the Units shall be completed at the Closing Time on the applicable Closing Date at the offices of Aird & Berlis LLP in Toronto, Ontario or at such other place as the Agents and the Corporation may agree upon in writing. At the Closing Time, the Corporation shall duly and validly deliver to the Agents: (a) the Units, by way of electronic deposit and/or in certificated form as directed by the Lead Agent, against payment by the Agents to the Corporation of the Aggregate Subscription Price therefor, in lawful money of Canada by electronic money transfer, at the direction of the Corporation; (b) the Broker Warrant Certificates, registered as directed by the Lead Agent; and (c) payment of the Commission and the expenses referred to in Sections 10 and 14 hereof.

7. Closing Conditions. The following are conditions precedent to the obligations of the Agents to complete the Closing and to arrange for the purchase of the Units at the Closing Time, and which conditions are to be satisfied by the Corporation at or before the Closing Time:

(a) the Agents shall have received certificates, dated the Closing Date, signed by appropriate officers of the Corporation addressed to the Agents and their counsel, with respect to the constating documents of the Corporation, all resolutions of the Corporation’s board of directors relating to this Agreement and the other agreements and the transactions contemplated hereby, the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency and such other matters as the Agents may reasonably request;
(b) the Agents shall have received evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities, the Stock Exchange and any other applicable third parties required to be made or obtained by the Corporation in order to complete the Offering have been made or obtained;
(c) the Agents shall have received favourable legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents’ counsel, dated the Closing Date, from Aird & Berlis LLP, counsel to the Corporation, and where appropriate, local counsel to the Corporation in the other Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, with respect to the following matters:
(i) as to the existence of the Corporation under the laws of the Province of Ontario and as to the Corporation having the requisite corporate power and capacity under the laws of the Province of Ontario to carry on business and to own, lease and operate properties and assets;
(ii) as to the Corporation being a “reporting issuer” not included on the list of issuers in default in the Selling Jurisdictions;
(iii) as to the authorized and issued capital of the Corporation;
(iv) as to the corporate power and authority of the Corporation to execute, deliver and perform its obligations under the Transaction Documents and to create, issue and sell, as applicable, the Offered Securities and the Compensation Securities;
(v) each of the Transaction Documents has been duly authorized, executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against it in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy,

insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable law;

(vi) the execution and delivery of the Transaction Documents and the performance by the Corporation of its obligations hereunder and thereunder, and the sale or issuance of the Offered Securities and the Compensation Securities do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the constating documents of the Corporation, any resolutions of the shareholders or directors (including committees of the board of directors) of the Corporation, any applicable corporate laws or Securities Laws;
(vii) the Unit Shares have been issued as fully paid and non-assessable Common Shares;
(viii) the Warrants have been duly and validly created and issued and the Warrant Shares have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the provisions of the Warrant Indenture, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;
(ix) the Broker Warrants have been duly and validly created and issued and the Broker Warrant Shares have been duly authorized and allotted for issuance and, upon the due exercise of the Broker Warrants in accordance with the provisions of the Broker Warrant Certificates, the Broker Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;
(x) the issuance and sale by the Corporation of the Unit Shares and Warrants to the Purchasers and the issuance of the Broker Warrants to the Agents in accordance with the terms of this Agreement are exempt from the prospectus requirements of Securities Laws in the Selling Jurisdictions and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Securities Laws to permit such issuance and sale; it being noted, however, that the Corporation is required to file or cause to be filed with the applicable Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within 10 days following the Closing Date;
(xi) the issuance and delivery by the Corporation of the (A) Warrant Shares upon the due exercise of the Warrants, and (B) Broker Warrant Shares upon the due exercise of the Broker Warrants, will be exempt from the prospectus and registration requirements of Securities Laws in the Selling Jurisdictions and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Securities Laws to permit such issuance and delivery;
(xii) no documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Securities Laws in connection with the first trade of the Offered Securities or the Compensation Securities by the holders thereof, as the case may be, provided that a period of four (4) months and one (1) day has lapsed from the Closing Date and certain other standard conditions under Securities Laws have been satisfied; and
(xiii) such other matters as the Agents or their counsel may reasonably request;
(d) the Agents shall have received a certificate of status in respect of the Corporation from the jurisdiction in which the Corporation is incorporated, and the Corporation shall have used its best efforts to deliver to the Agents a certificate of status in respect of each Material Subsidiary from the jurisdiction in which such Material Subsidiary is incorporated;
(e) the Agents shall have received a certificate from the Transfer Agent as to the issued and outstanding Common Shares as at the close of business on the Business Day prior to the Closing Date;
(f) the Warrant Agent shall have been duly appointed as the warrant agent in respect of the Warrants and the Agents shall have received a certificate from the Warrant Agent as to its appointment as the warrant agent in respect of the Warrants;
(g) the Agents shall have received from each of the officers and directors of the Corporation, lock-up agreements pursuant to Section 2(a)(xiii) hereof in favour of the Agents, in a form as agreed upon between the Agents and the Corporation, acting reasonably;
(h) the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Agents and their counsel; and
(i) the Lead Agent shall, in its sole discretion, acting reasonably, be satisfied with its due diligence review with respect to the business, assets, financial condition, affairs and prospects of the Corporation (and the subsidiaries).

8. Rights of Termination. The Agents shall be entitled, at their sole option, to terminate and cancel, without any liability on the part of such Agents or on the part of the Purchasers, all of its obligations (and those of any Purchasers arranged by it) under this Agreement, by written notice to that effect given to the Corporation at or prior to the Closing Time, if at any time prior to the Closing:

(a) Due Diligence. There shall exist any material fact or circumstance not disclosed as at the date hereof which, in the opinion of the Lead Agent, results or could be expected to have a significant adverse effect on the market price or value of the Units;
(b) Litigation. There shall have occurred any change in the laws of Canada or of the Selling Jurisdictions, or any inquiry, investigation or other proceeding is made or any order is issued under or pursuant to any law of Canada or of the Selling Jurisdictions or by the Stock Exchange in relation to the Corporation or any of its securities (except for any inquiry, investigation or other proceeding or order based upon activities of Lead Agent and not upon activities of the Corporation or its subsidiaries), which, in the opinion of the

Lead Agent, acting reasonably and in good faith, could reasonably have a significant adverse effect on the ability to market the Offered Securities;

(c) Disaster. (i) There should develop, occur or come into effect or existence, any event, action, state, or condition (including without limitation, terrorism or accident) or major financial occurrence of national or international consequence, or a new or change in any law or regulation which in the sole opinion of the Lead Agent, seriously adversely affects or involves or may seriously adversely affect or involve the financial markets or the business, operations or affairs of the Corporation and the subsidiaries, taken as a whole, or the market price or value of the securities of the Corporation; (ii) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation or any of its principal shareholders where wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the Stock Exchange or securities commission which involves a finding of wrong-doing, or (iii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Common Shares or any other securities of the Corporation is made or threatened by a securities regulatory authority;
(d) Change in Material Fact. There is a material change or a change in any material fact or new material fact shall arise or there should be discovered any previously undisclosed material fact required to be disclosed or any amendment thereto, in each case, that has or would be expected to have, in the sole opinion of the Lead Agent, a significant adverse change or effect on the business or affairs of the Corporation or on the market price or the value of the securities of the Corporation;
(e) Non-Compliance with Conditions. There is any material breach or failure by the Corporation to comply with any terms, conditions or covenants in this Agreement, or in the event that any representation or warranty given by the Corporation in this Agreement becomes materially false and is not rectified as at the Closing Time. The Lead Agent may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to their respective rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Lead Agent only if the same is in writing and signed by them;
(f) Market . The state of the financial markets in Canada or elsewhere where it is planned to market the Offered Securities is such that in the reasonable opinion of the Agent, the Offered Securities cannot be profitably marketed; or
(g) Exercise of Termination Rights. The rights of termination contained in paragraphs (a), (b), (c), (d), (e) and (f) above may be exercised by the Lead Agent and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by the Lead Agent, there shall be no further liability on the part of the Agents to the Corporation or on the part of the Corporation to the Agents except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions prior to such termination.

9. Exercise of Termination Right. The rights of termination contained in Section 8 hereof are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by any of the Agents, there shall be no further liability on the part of such Agent, or on the part of the Corporation to such Agent, under this Agreement, except in respect of any liability which may have arisen prior to such termination or may arise after such termination in respect of acts or omissions prior to such termination or under Sections 10 and 14 hereof.

10. Expenses. Whether or not the Offering is completed, the Corporation will be responsible for all expenses of or incidental to the sale of the Units, including all reasonable out of pocket expenses of the Agents incurred in relation to the Offering (including GST and PST), including all marketing related expenses previously discussed with the Corporation, all reasonable fees and disbursements of legal counsel for the Corporation, all reasonable fees of legal counsel for the Agents (up to a maximum of $75,000 exclusive of disbursements and applicable taxes) and all fees and disbursements of auditors, as applicable. All expenses payable by the Corporation to the Agents may, at the option of the Lead Agent, be netted out of the gross proceeds of the Offering otherwise payable by the Agents to the Corporation on the Closing Date and otherwise will be paid by the Corporation upon receiving one or more invoices therefor from the Lead Agent.

11. Survival of Representations and Warranties. All representations, warranties, covenants and agreements of the Corporation herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Agents or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Agents and the Purchasers for a period of two years following the Closing Date. The representations, warranties, covenants and agreements of the Agents herein contained shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Corporation with respect thereto, shall continue in full force and effect for the benefit of the Corporation for a period of two years following the Closing Date. Notwithstanding the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Agents by the Corporation or the contribution obligations of the Corporation, including without limitation Section 12, shall survive and continue in full force and effect.

12. Indemnity and Contribution.

(a) The Corporation hereby agrees to indemnify and hold the Agents and/or any of their respective affiliates and the directors, officers, employees, Agents and shareholders of the Agents (hereinafter referred to as the “ Personnel ”) harmless from and against any and all expenses, losses (other than indirect, special or consequential losses or loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Agents, to which the Agents and/or their Personnel may become subject or otherwise involved in any capacity under any statute or ordinary law or otherwise insofar as such expenses, losses, claims, damages, liabilities, or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Agents and their Personnel hereunder or otherwise in connection with the matters referred to in this Agreement, provided, however, that this indemnity shall not apply to the extent that:
(i) the Agents or their Personnel have been negligent, dishonest, have committed any fraudulent act in the course of the performance, or have breached the terms of this Agreement; and
(ii) The expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were caused directly by the negligence, dishonestly or fraud referred to in (i).

If for any reason (other than the occurrence of any of the events itemized in (i) and (ii) above), the foregoing indemnification is unavailable to the Agents or insufficient to hold them harmless, then the Corporation shall contribute to the amount paid or payable by the Agents as a result of such expense, loss, claim, damage, or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Agents on the other hand but also the relative fault of the Corporation and the Agents, as well as any relevant equitable considerations; provided that the Corporation shall, in any event, contribute to the amount paid or payable by the Agents as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Agents pursuant to this Agreement.

(b) The Corporation agrees that in case any legal proceeding shall be brought against the Corporation and/or the Agents by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Corporation and/or the Agents and any Personnel of the Agents shall be required to testify in connection therewith or shall be required to respond to the procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Corporation by the Agents, the Agents shall have the right to employ their own counsel in connection therewith, and the reasonable fees and expenses of such counsel (on normal commercial terms) as well as the reasonable costs (including an amount to reimburse the Agents for time spent by their Personnel in connection therewith) and reasonable out-of-pocket expenses incurred by its Personnel in connection therewith shall be paid by the Corporation as they occur.
(c) Promptly after receipt of notice of the commencement of any legal proceeding against the Agents or any of their Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation, the Agents will notify the Corporation in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Corporation, will keep the Corporation advised of the progress thereof and will discuss with the Corporation all significant actions proposed. The omission so to notify the Corporation shall not relieve the Corporation of any liability which the Corporation may have to the Agents except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Corporation would otherwise have under this indemnity had the Agents not so delayed in giving or failed to give the notice required hereunder.
(d) The Corporation shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. Upon the Corporation notifying the Agents in

writing of its election to assume the defence and retaining counsel, the Corporation shall not be liable to the Agents for any legal expenses subsequently incurred by them in connection with such defence. If such defence is assumed by the Corporation, the Corporation throughout the course thereof will provide copies of all relevant documentation to the Agents, will keep the Agents advised of the progress thereof and will discuss with the Agents all significant actions proposed.

(e) Notwithstanding the foregoing paragraph, the Agents shall have the right, at the Corporation’s expense, to employ counsel of the Agents’ choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Corporation; or (ii) the Corporation has not assumed the defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Corporation or the Agents have advised the Personnel that representation of both parties by the same counsel would be inappropriate for any reason, including without limitation because there may be legal defences available to the Agents which are different from or in addition to those available to the Corporation (in which event and to that extent, the Corporation shall not have the right to assume or direct the defence on the Agents’ behalf) or that there is a conflict of interest between the Corporation and the Agents or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Agents shall not have the right to assume or direct the defence on the Personnel’s behalf).
(f) No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Agents affected. No admission of liability shall be made and the Corporation shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent
(g) The indemnity and contribution obligations of the Corporation shall be in addition to any liability which the Corporation may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Agents and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Corporation, the Agents and any of the Personnel of the Agents. The foregoing provisions shall survive the completion of professional services rendered under this Agreement and/or the termination of this Agreement.

13. Advertisements. The Corporation acknowledges that the Agents shall have the right, subject always to Sections 1(a) and (c) hereof, at their own expense, to place such advertisement or advertisements relating to the Offering contemplated herein as the Agents may consider desirable or appropriate and as may be permitted by applicable law, including Securities Laws. The Corporation and the Agents each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration requirements of Securities Laws in any of the Selling Jurisdictions in Canada not being available.

14. Agents’ Commission. In consideration of the services to be rendered by the Agents in connection with the Offering, the Corporation shall pay the Agents a cash commission equal to 6.0% of the aggregate gross proceeds realized by the Corporation from the sale of the Units pursuant to the Offering, other than in respect of sales to certain directors and officers of the Corporation or their related entities (the “ President’s List ”) for which the Corporation shall pay a commission equal to 3% of the aggregate gross proceeds realized by the Corporation from the sale of the Units to such President’s List

Purchasers (the “ Commission ”). The Corporation shall also issue to the Agents that number of broker warrants (the “ Broker Warrants ”) equal to 3.0% of the aggregate number of Units sold pursuant to the Offering. Each Broker Warrant will entitle the holder thereof to acquire one Common Share (a “ Broker Warrant Share ”) at a price of $0.87 per Broker Warrant Share for a period of 24 months following the Closing Date. The obligation of the Corporation to pay the Commission and to execute and deliver the Broker Warrant Certificates shall arise at the Closing Time.

15. Syndication of the Agents.

(a) Subject to the terms and condition hereof, the obligation of the Agents hereunder shall be several and neither joint nor joint and several. The sale of the Offered Securities by the Agents in connection with the Offering shall be in accordance with the following percentages:

Paradigm Capital Inc.	70%
CIBC World Markets Inc.	15%
Raymond James Ltd.	5%
Cormark Securities Inc.	5%
PI Financial Corp.	5%

(b) If any of the Agents shall not complete the sale of its applicable percentage of the aggregate amount of the Offered Units at the Closing Time for any reason whatsoever, including by reason of Sections 8 and 9, the other Agents shall have the right, but shall not be obligated, to sell the Offered Units which would otherwise would have been sold by the Agent which fails to sell such Offered Securities.

16. Notices. Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “ notice ”) shall be in writing addressed as follows:

(a) If to the Corporation, to:

Baylin Technologies Inc. 4711 Yonge Street, Suite 500 North York, Ontario M2N 6K8

Attention: Randy Dewey, President and Chief Executive Officer Email: [email protected]

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

Aird & Berlis LLP

Brookfield Place, 181 Bay St., Suite 1800 Toronto, Ontario M5J 2T9

Attention: Richard Kimel Email: [email protected]

(b) If to the Agent, to:

Paradigm Capital Inc.

95 Wellington Street West, Suite 2101

Toronto, Ontario M5J 2N7

Attention: Barry Richards Email: [email protected]

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

Cassels Brock & Blackwell LLP

2100 Scotia Plaza 40 King Street West Toronto, Ontario M5H 3C2 Attention: Sean Maniaci Email: [email protected]

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by electronic transmission to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by electronic transmission shall be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

17. Time of the Essence. Time shall, in all respects, be of the essence hereof.

18. Canadian Dollars. All references herein to dollar amounts are to lawful money of Canada unless otherwise indicated.

19. Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

20. Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

21. No Fiduciary Relationship. The Corporation acknowledges and agrees that: (a) the Agents have acted at arm’s length to the Corporation, has not assumed and will not assume a fiduciary responsibility in favour of the Corporation with respect to the Offering or the process leading thereto and does not have any duty or obligation to the Corporation with respect to the Offering except the obligations expressly set forth in this Agreement; (b) the Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and (c) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the Offering and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Corporation waives to the full extent permitted by Applicable Law any claims it may have against the Agents arising from an alleged breach of fiduciary duty in connection with the Offering.

22. Entire Agreement. This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior communications, negotiations, representations, understandings and agreements between the parties with respect to the subject matter hereof, whether verbal or written, including, without limitation, the engagement letter between the

Corporation and the Lead Agent dated as of November 24, 2020, as amended and restated as of December 3, 2020, in respect of the Offering. This Agreement may be amended or modified in any respect by written instrument only.

23. Severability. The invalidity, illegality or unenforceability of any particular provision of this Agreement shall not affect or limit the validity, legality or enforceability of the remaining provisions of this Agreement.

24. Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

25. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation, the Agents and the Purchasers and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the others.

26. Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

27. Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

28. Counterparts and Facsimile. This Agreement may be executed in any number of counterparts and delivered in original, facsimile or PDF form, each of which when so executed and delivered shall be deemed to constitute an original and all of which taken together shall form one and the same agreement.

[Remainder of Page Intentionally Left Blank]

If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Agents.

PARADIGM CAPITAL INC.

Per: signed “Barry Richards”

Name: Barry Richards Title: Managing Director, Investment Banking

CIBC WORLD MARKETS INC.

Per: signed “Brent Layton”

Name: Brent Layton Title: Managing Director

RAYMOND JAMES LTD.

Per: signed “Jimmy Leung”

Name: Jimmy Leung Title: Managing Director, Head of Technology Investment Banking

CORMARK SECURITIES INC.

Per: signed “James Austen”

Name: James Austen Title: Director, Investment Banking

PI FINANCIAL CORP.

Per: signed “Vay Tham”

Name: Vay Tham

Title: Managing Director, Investment Banking

The foregoing is hereby accepted and agreed to by the undersigned as of the date first written above.

Per: signed “Randy Dewey” Name: Randy Dewey Title: President and Chief Executive Officer

SCHEDULE “A”

SUBSIDIARIES AND INVESTEE COMPANIES

This is Schedule “A” to the agency agreement dated December 15, 2020 between Baylin Technologies Inc. and Paradigm Capital Inc.

Name of Subsidiary	Jurisdiction	Ownership Information
Galtronics USA, Inc.	Delaware, USA	100% Direct
Galtronics Korea Co., Ltd.	South Korea	100% Direct
Galtronics Vietnam Co. Ltd.	Vietnam	100% Direct
Galtronics Vietnam Dai Dong Co., Ltd.	Vietnam	100% Indirect
Galtronics Electronics (Wuxi) Co., Ltd.	China	100% Direct
Galtronics Corporation Ltd.	Israel	100% Direct (Inactive)
Galtronics Canada Inc.	Ontario, Canada	100% Direct (Inactive)
Advantech Wireless Technologies Inc.	Canada	100% Direct
Advantech Wireless Technologies (USA) Inc.	Delaware, USA	100% Indirect
Advantech Wireless Technologies (EMEA) Limited	England and Wales	100% Indirect
Baylin Technologies Do. Brasil Produtos De. Telecomunicacoes LTDA.	Brazil	0.3% Direct, 99.7% Indirect
Alga Microwave Inc.	Canada	100% Direct
9174-0050 Quebec Inc.	Quebec, Canada	100% Indirect
Baylin Technologies Real Estate Holdings Inc.	Ontario, Canada	100% Direct (Inactive)

Name of Investee Company	Jurisdiction	Ownership Information
Galtronics Canada Ltd.	Ontario, Canada	19% Direct
Advantech Wireless Research Inc.	Canada	19% Direct

B – 1

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Baylin Technologies Inc. Capital/Financing Update 2020

47166_rns_2020-12-17_b1e1ce74-81d2-4aa8-9721-0ce2ca050ae8.pdf