Blackline Safety Corp. — Capital/Financing Update 2021

Oct 1, 2021

UNDERWRITING AGREEMENT

October 1, 2021

Blackline Safety Corp. Unit 100, 803-24 Avenue SE Calgary, Alberta T2G 1P5

Attention: Mr. Cody Slater Chief Executive Officer & Chairman

Re: Issue and Sale of Common Shares

The undersigned, PI Financial Corp. (“ PI ”), Raymond James Ltd. (together with PI, the “ Lead Underwriters ”), Canaccord Genuity Corp., National Bank Financial Inc., TD Securities Inc., Beacon Securities Limited, Echelon Wealth Partners Inc., Peters & Co. Limited and Lightyear Capital Inc. (together with the Lead Underwriters, the “ Underwriters ”), understand that Blackline Safety Corp. (the “ Corporation ”) proposes to issue and sell 5,480,000 common shares (the “ Common Shares ”) in the capital of the Corporation (the “ Initial Shares ”) at a price of $7.30 (the “ Offering Price ”) per Initial Share (the “ Initial Offering ”).

We also understand that the Corporation will prepare and file, in accordance with the terms hereof, the Preliminary Prospectus (as defined herein), the Prospectus (as defined herein) and all other necessary documents in order to qualify for distribution in each of the Qualifying Jurisdictions (as defined herein) the Offered Shares (as defined herein).

Upon and subject to the terms and conditions hereof, the Underwriters hereby severally, and not jointly, nor jointly and severally, agree to purchase from the Corporation on the Closing Date (as defined herein), in the respective percentages set forth in section 18, and the Corporation hereby agrees to issue and sell to the Underwriters or purchasers identified by the Underwriters, all but not less than all of the Initial Shares for an aggregate purchase price of $40,004,000.

In consideration of the Underwriters’ agreement to purchase the Initial Shares, the Corporation hereby grants to the Underwriters an option (the “ Underwriters’ Option ” and together with the Initial Offering, the “ Offering ”) to purchase from the Corporation, up to an additional 822,000 Common Shares (the “ Option Shares ” and together with the Initial Shares, the “ Offered Shares ”) at the Offering Price. The Underwriters may exercise the Underwriters’ Option, in whole or in part, at any time and from time to time prior to 5:00 p.m. (Calgary time) on the date that is thirty (30) days following the Closing Date (as defined herein) for the purpose of covering over-allotments, if any, and for market stabilization purposes, by written notice to the Corporation by the Lead Underwriters, for and on behalf of the Underwriters, setting forth the number of Option Shares to be purchased. In the event and to the extent that the Underwriters exercise the Underwriters’ Option, subject to the terms and conditions hereof, the Underwriters hereby severally, and not jointly, nor jointly and severally, agree to purchase from the Corporation the number of Option Shares as to which the Underwriters’ Option shall have been exercised in the respective percentages set forth in section 18 hereof, and the Corporation hereby agrees to issue and sell such number of Option Shares to the Underwriters at the Offering Price for an aggregate purchase price of up to $6,000,600.

The Underwriters propose to distribute the Offered Shares in the Qualifying Jurisdictions pursuant to the Prospectus and in the United States on a private placement basis in accordance with the exemption from the registration requirements of the U.S. Securities Act (as defined herein) provided by Rule 144A (as defined herein), all in the manner contemplated by this Agreement (as defined herein) (including Schedule

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“A” hereto, the terms and conditions of which are incorporated herein by reference and form a part of this Agreement) and as permitted by Canadian Securities Laws (as defined herein) and applicable securities laws of the United States.

In their sole discretion, in connection with the Offering, the Underwriters shall be entitled to retain as sub-agents other registered securities dealers and may receive (for delivery to the Corporation at the Closing Time) subscriptions for Offered Shares from other registered securities dealers. The fee payable to such sub-agents shall be for the account of the Underwriters and shall not exceed the fee payable to the Underwriters hereunder. The Underwriters shall, however, be under no obligation to engage any sub-agent.

The Underwriters will offer the Offered Shares initially at the Offering Price. The Underwriters may subsequently reduce the price at which the Offered Shares are offered. Any such reduction shall not reduce the proceeds received by the Corporation in accordance with this Agreement.

In consideration for their services hereunder, the Underwriters shall be entitled to the Underwriters’ Commission (as defined herein) provided for in Section 14 hereof, which shall be payable from the gross proceeds of the sale of the Offered Shares hereunder. That Underwriters’ Commission shall be payable at the Closing Date, or, if applicable, the Additional Closing Date, in accordance with Section 14 hereof. For greater certainty, the services provided by the Underwriters pursuant to this Agreement will not be subject to the Goods and Services Tax provided for in the Excise Tax Act (Canada) and taxable supplies will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that Goods and Services Tax provided for in the Excise Tax Act (Canada) is exigible on the fees provided for in Section 14, the Corporation agrees to pay the amount of Goods and Services Tax forthwith upon the request of the Underwriters. The Corporation also agrees to pay the Underwriters’ expenses as set forth in Section 15 hereof.

The following are additional terms and conditions of this Agreement between the Corporation and the Underwriters.

1. Definitions and Interpretation

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

• (a) “ Additional Closing Date ” or “ Additional Closing Time ” has the meaning given to it in section 9.2;

• (b) “ Affiliate ” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to “ control ” another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term “ controlled ” shall have a similar meaning, provided, however, for the purposes of this Agreement, DAK Investment Corp. (or its Affiliates or successors) shall not be considered an Affiliate of the Corporation;

• (c) “ Agreement ” means this underwriting agreement and the recitals hereto as it may be amended from time to time and not any particular Article or Section or portion except as may be specified, and words such as “ hereto ”, “ herein ” and “ hereby ” refer to this Agreement as the context requires;

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• (d) “ AIF ” means the annual information form of the Corporation for the year ended October 31, 2020 and dated June 3, 2021

• (e) “ ASC ” means the Alberta Securities Commission;

• (f) “ Business Day ” means a day which is not a Saturday or Sunday or any other day on which banks are not open for business in the City of Calgary, Alberta or the City of Toronto, Ontario;

• (g) “ Canadian Securities Laws ” means all applicable Laws of the Qualifying Jurisdictions respecting securities and corporate matters;

• (h) “ Canadian Securities Regulators ” means the securities commissions or similar regulatory authorities in the Qualifying Jurisdictions

• (i) “ Closing Date ” means October 19, 2021, or such other date as the Corporation and the Lead Underwriters may mutually agree upon in writing but not later than the date that is 42 days after the date of the Final Passport System Decision Document;

• (j) “ Closing Time ” means 8:00 a.m. (Toronto time) or such other time on the Closing Date as the Underwriters and the Corporation may mutually agree upon in writing;

• (k) “ Common Shares ” has the meaning given to that term above;

• (l) “ Continuing Underwriters ” has the meaning ascribed thereto in Subsection 18.1(b);

• (m) “ Contract ” has the meaning ascribed thereto in Subsection 7.2(ww)(iii); (n) “ Corporation ” has the meaning given to that term above;

• (o) “ Corporation’s Counsel ” means Burnet, Duckworth & Palmer LLP, or such other legal counsel as the Corporation may appoint;

• (p) “ COVID-19 ” has the meaning ascribed thereto in Subsection 7.2(ttt);

• (q) “ distribution ” means “distribution” as defined under Canadian Securities Laws and “ distribute ” has a corresponding meaning;

• (r) “ Documents ” means, collectively, the documents incorporated by reference in the Prospectuses and any Supplementary Material including, without limitation:

• (i) the AIF;

• (ii) the Financial Statements;

• (iii) management’s discussion and analysis of the financial condition and results of operations of the Corporation for the year ended October 31, 2020;

• (iv) management’s discussion and analysis of the financial condition and results of operations of the Corporation for the three and nine months ended July 31, 2021;

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• (v) the management information circular of the Corporation dated February 23, 2021 for the annual general and special meeting of the Corporation’s shareholders held on March 31, 2021;

• (vi) the management information circular of the Corporation dated March 3, 2020 for the annual general and special meeting of the Corporation’s shareholders held on April 7, 2020;

• (vii) the Marketing Documents; and

• (viii) any documents of the type required by NI 44-101 to be incorporated by reference in a short form prospectus, including any material change reports (excluding confidential reports), interim financial statements, annual financial statements and the auditor’s report thereon, management’s discussion and analysis of financial condition and results of operations, information circulars, annual information forms, marketing materials and business acquisition reports filed by the Corporation with the Canadian Securities Regulators after the date of this Agreement and during the period of distribution;

• (s) “ Due Diligence Responses ” means the written and oral responses provided by the Corporation, as given by any director or senior officer of the Corporation, in relation to the Due Diligence Session;

• (t) “ Due Diligence Session ” has the meaning ascribed thereto in Subsection 2.4;

• (u) “ Employment Laws ” has the meaning ascribed thereto in Subsection 7.2(kk)(i);

• (v) “ Engagement Letter ” means, collectively, the letter agreement dated September 27, 2021 in respect of the Offering between the Lead Underwriters and the Corporation;

• (w) “ Environmental Laws ” means all Laws respecting environmental, health or safety matters;

• (x)

• “ Exchange ” means the Toronto Stock Exchange or any successor thereto;

• (y) “ Final Passport System Decision Document ” means a receipt for the Prospectus issued in accordance with the Passport System;

• (z) “ Financial Statements ” means:

• (i) the audited consolidated financial statements of the Corporation for the years ended October 31, 2020 and 2019; and

• (ii) the unaudited condensed consolidated interim financial statements of the Corporation for the three and nine-month periods ended July 31, 2021 and 2020,

in each case including the notes thereto, management’s discussion and analysis in respect thereof and, where applicable, the auditor’s report thereon;

• (aa) “ GAAP ” means generally accepted accounting principles, consistently applied, which are in effect in Canada from time to time and applicable to the International Accounting

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Standards Board, or any successor principles so in effect, which in respect of the Corporation is International Financial Reporting Standards;

• (bb) “ Governmental Authorities ” means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other Law-making organizations or entities having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them or exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

• (cc) “ Indemnified Parties ” has the meaning ascribed thereto in Section 16.1;

• (dd) “ Initial Offering ” has the meaning given to that term above; (ee) “ Initial Shares ” has the meaning given to that term above;

• (ff) “ Intellectual Property ” means all rights to and interests in:

• (i) all inventions (whether or not patentable), patents, patent rights, patent applications (including without limitation all reissues, divisions, continuations, continuations-in-part and extensions of any patent or patent application), industrial designs and applications for industrial design registration owned or used by the Corporation or any of the Subsidiaries in the conduct of its business;

• (ii) all trademarks (including service marks in the United States), trademark registrations, trademark applications, brand names, slogans, trade names, business names and corporate names owned or used by the Corporation or any of the Subsidiaries in the conduct of its business;

• (iii) all copyrights, copyright registrations, and applications for copyright owned or used by the Corporation or any of the Subsidiaries in the conduct of its business;

• (iv) all intellectual property in all processes, lab journals, notebooks, data, trade secrets, designs, know-how, product formulae and information, manufacturing, engineering and other drawings and manuals, technology, blue prints, research and development reports, technical information, engineering data, design and engineering specifications, and similar materials recording or evidencing expertise or information owned or used by the Corporation or any of the Subsidiaries in the conduct of its business;

• (v) all other intellectual and industrial property rights throughout the world owned or used by the Corporation or any of the Subsidiaries; and

• (vi) all licences of the intellectual property listed in items (i) to (v) above;

• (gg) “ Laws ” means the laws as are binding upon or applicable to such Person or Persons or a material portion of his/her/its/their business, assets undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over the Person or Persons or a material portion of his/hers/its/their business, assets, undertaking, property or securities, including all statutes, ordinances, decrees, regulations, by-laws, orders in council,

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judgments, orders, decisions, directives and policies of (or issued by) such Governmental Authorities;

• (hh) “ Lead Underwriters ” has the meaning given to that term above;

• (ii) “ Leased Premises ” has the meaning ascribed thereto in Subsection 7.2(uu);

• (jj) “ Liabilities ” has the meaning ascribed thereto in Section 16.1;

• (kk) “ Listing Conditions ” has the meaning ascribed thereto in Section 3.1(d);

• (ll) “ Lock-up Agreements ” has the meaning ascribed thereto in Section 9.2;

• (mm) “ Marketing Documents ” means, collectively:

• (i) all Standard Term Sheets; and

• (ii) all Marketing Materials (including any template version, revised template version or limited use version thereof) approved by the Corporation and the Lead Underwriters and provided to a potential investor in connection with the distribution of the Offered Shares;

• (nn) “ Marketing Materials ” has the meaning ascribed to such term in NI 41-101;

• (oo) “ Material Adverse Change ” or “ Material Adverse Effect ” means any change, effect, event, occurrence or circumstances which:

• (i) is or could reasonably be expected to be material and adverse to the business, revenues, properties, results of operations, affairs, assets, capitalization, financial condition, rights or liabilities (contingent or otherwise) of the Corporation and the Subsidiaries (taken as a whole);

• (ii) would result in the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or any Supplementary Material containing a Misrepresentation; or

• (iii) is or could reasonably be expected to impair the ability of the Corporation to consummate the transactions contemplated hereby;

• (pp) “ material change ” shall have the meanings ascribed thereto under Canadian Securities Laws;

• (qq) “ material fact ” shall have the meanings ascribed thereto under Canadian Securities Laws;

• (rr) “ MI 11-202 ” means Multilateral Instrument 11-202, Passport System , as amended or replaced;

• (ss) “ misrepresentation ” shall have the meanings ascribed thereto under Canadian Securities Laws;

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• (tt) “ NI 41-101 ” means National Instrument 41-101, General Prospectus Requirements , as amended or replaced;

• (uu) “ NI 44-101 ” means National Instrument 44-101, Short Form Prospectus Distributions , as amended or replaced;

• (vv) “ NI 51-102 ” means National Instrument 51-102, Continuous Disclosure Obligations , as amended or replaced;

• (ww) “ NP 11-202 ” means National Policy 11-202, Process for Prospectus Reviews in Multiple Jurisdictions , as amended or replaced;

• (xx) “ OFAC ” has the meaning ascribed thereto in Subsection 7.2(eee);

• (yy) “ Offered Shares ” means, collectively, the Initial Shares and the Option Shares;

• (zz) “ Offering ” has the meaning given to that term above;

• (aaa) “ Offering Price ” has the meaning given to that term above;

• (bbb) “ Option Shares ” has the meaning given to that term above;

• (ccc) “ Passport System ” means the system and procedures for the filing of prospectuses and related materials in one or more Canadian jurisdictions pursuant to MI 11-202 and NP 11202;

• (ddd) “ Permits ” means all licences, permits, approvals, consents, certificates, registrations and authorizations (whether governmental, regulatory or otherwise);

• (eee) “ Permitted Encumbrances ” has the meaning ascribed thereto in Subsection 7.2(hh);

• (fff) “ Person ” shall be broadly interpreted and shall include any individual, corporation, partnership, joint venture, firm, association, trust or other legal entity;

• (ggg) “ Preliminary Passport System Decision Document ” means a receipt for the Preliminary Prospectus issued in accordance with the Passport System;

• (hhh) “ Preliminary Prospectus ” means the preliminary short form prospectus of the Corporation to be dated October 1, 2021 and any amendments thereto, in respect of the distribution of the Offered Shares, including the documents incorporated by reference therein;

• (iii) “ Preliminary U.S. Placement Memorandum ” means the preliminary U.S. private placement memorandum, including the Preliminary Prospectus, prepared in connection with the offer and sale of the Offered Shares in the United States, and any amendments thereto;

• (jjj) “ Proceedings ” has the meaning ascribed thereto in Section 16.1;

• (kkk) “ Prospectus ” means the (final) short form prospectus of the Corporation to be dated on or about October 8, 2021 and any amendments thereto, in respect of the distribution of the Offered Shares, including the documents incorporated by reference therein;

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• (lll) “ Prospectuses ” means, collectively, the Preliminary Prospectus and the Prospectus;

• (mmm) “ Public Record ” means all information filed by or on behalf of the Corporation with the Canadian Securities Regulators since November 1, 2019, including without limitation, the Documents, the Prospectuses, any Supplementary Material and any other information filed with any Canadian Securities Regulator in compliance, or intended compliance, with any Canadian Securities Laws;

• (nnn) “ Qualifying Jurisdictions ” means each of the provinces of Canada other than Québec;

• (ooo) “ Selling Dealer Group ” means the registered dealers and brokers, other than the Underwriters, who participate in the Offering pursuant to this Agreement;

• (ppp) “ Standard Term Sheet ” has the meaning given to it in NI 41-101;

• (qqq) “ Subsidiaries ” means Blackline Safety Europe Limited, Blackline Safety USA Corp., Blackline Safety Australia Pty. Ltd., Wearable Technologies Limited and Blackline Safety Europe SAS;

• (rrr) “ subsidiary ” has the meaning ascribed thereto under the Securities Act (Alberta);

• (sss) “ Supplementary Material ” means, collectively, any amendment to the Preliminary Prospectus or Prospectus, any amended or supplemental Preliminary Prospectus or Prospectus or any ancillary material, information, evidence, return, report, application, statement or document which may be filed by or on behalf of the Corporation under the Canadian Securities Laws relating to the Offering;

• (ttt) “ Swaps ” means any transaction which is a rate swap transaction, basis swap, forward rate transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, forward sale, exchange traded futures contract or any other similar transaction (including any option with respect to any of these transactions or any combination of these transactions);

• (uuu) “ template version ” has the meaning ascribed to such term in NI 41-101;

• (vvv) “ to the knowledge of the Corporation ” or similar expressions, means a statement as to the actual knowledge of each of the senior officers of the Corporation about the facts or circumstances to which such phrase related without inquiry;

• (www) “ Transfer Agent ” means Computershare Trust Company of Canada in its capacity as transfer agent and registrar of the Corporation at its principal offices in the City of Calgary, Alberta;

• (xxx) “ U.S. Affiliate ” means a broker dealer affiliate of any Underwriter, duly registered under the U.S. Exchange Act;

• (yyy) “ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder;

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• (zzz) “ U.S. Placement Memorandum ” means the final U.S. private placement memorandum, including the Prospectus, prepared in connection with the offer and sale of the Offered Shares in the United States;

• (aaaa) “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended;

• (bbbb) “ Underwriters ” has the meaning given to that term above;

• (cccc) “ Underwriters’ Commission ” has the meaning ascribed thereto in Section 14;

• (dddd) “ Underwriters’ Counsel ” means Torys LLP, or such other legal counsel as the Underwriters may retain;

• (eeee) “ Underwriters’ Information ” means information and statements relating solely to the Underwriters which have been provided by the Underwriters to the Corporation in writing specifically for use in the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or any Supplementary Material;

• (ffff) “ Underwriters’ Option ” has the meaning given to that term above; and

• (gggg) “ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

• 1.2 The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement.

• 1.3 Except as otherwise indicated, all amounts expressed herein in terms of money refer to the lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

• 1.4 In this Agreement, words importing the singular include the plural and words importing gender include all genders and the words “including” and “includes” shall be deemed to be followed by the words “without limitation”.

2. Qualification for Sale

• 2.1 The Corporation represents and warrants to the Underwriters that it is eligible to use the short form prospectus offering qualification system described in NI 44-101 for the distribution of the Offered Shares.

• 2.2 The Corporation shall elect and comply with the Passport System and shall:

• (a) have:

  • (i) not later than 5:00 p.m. (Calgary time) on October 1, 2021, prepared and filed the Preliminary Prospectus and other documents required under Canadian Securities Laws with the Canadian Securities Regulators and designated the ASC as the principal regulator under the Passport System; and

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• (ii) used commercially reasonable efforts to obtain from the ASC a Preliminary Passport System Decision Document dated October 1, 2021, evidencing that a receipt for the Preliminary Prospectus has been issued in Alberta and has been deemed to have been issued in each of the Qualifying Jurisdictions other than Alberta;

• (b) forthwith after any comments with respect to the Preliminary Prospectus have been received from the Canadian Securities Regulators but not later than 5:00 p.m. (Calgary time) on October 8, 2021 (or such later date as may be agreed to by the Corporation and the Underwriters), have:

• (i) prepared and filed the Prospectus and other documents required under Canadian Securities Laws with the Canadian Securities Regulators; and

• (ii) obtained from the ASC a Final Passport System Decision Document, evidencing that a receipt for the Prospectus has been issued in Alberta and has been deemed to have been issued in each of the Qualifying Jurisdictions other than Alberta or otherwise obtained a receipt for the Prospectus from each of the Canadian Securities Regulators;

and otherwise fulfilled all legal requirements to enable the Offered Shares to be offered and sold to the public in each of the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered in the appropriate category in the applicable Qualifying Jurisdiction; and

• (c) until the completion of the distribution of the Offered Shares, promptly take all additional steps and proceedings that from time to time may be required under Canadian Securities Laws to continue to qualify the Offered Shares for distribution or, in the event that the Offered Shares have, for any reason, ceased to so qualify, to again qualify the Offered Shares for distribution.

• 2.3 Prior to the filing of the Prospectuses and, during the period of distribution of the Offered Shares, prior to the filing with any Canadian Securities Regulators of any Supplementary Material or any documents incorporated by reference therein after the date hereof, the Corporation shall have allowed the Underwriters and the Underwriters’ Counsel to participate fully in the preparation of, and to approve the form of, such documents and to have reviewed any documents incorporated by reference therein.

• 2.4 During the period from the date hereof until completion of the distribution of the Offered Shares, the Corporation shall allow the Underwriters to conduct all due diligence which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters responsibly to execute the certificates required to be executed by them in the Prospectuses or in any Supplementary Material. Without limiting the generality of the foregoing, the Corporation shall make available its directors and senior management and shall use its commercially reasonable efforts to cause its auditors, legal counsel and other experts to be available, to answer any questions which the Underwriters may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the “ Due Diligence Session ”). The Underwriters shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide written responses to such questions in advance of such Due Diligence Session and shall use its commercially reasonable efforts to have the above-mentioned auditors and legal counsel provide written responses to such

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questions in advance of the Due Diligence Session. In addition, the Corporation will ensure that management of the Corporation will make themselves available to, and shall assist in the marketing of, the Offered Shares at such times and in such manner as the Underwriters may reasonably request.

• 2.5 The Corporation shall take or cause to be taken all such other steps and proceedings, including fulfilling all legal, regulatory and other requirements, as required under Canadian Securities Laws to qualify the Offered Shares for distribution to the public in the Qualifying Jurisdictions, and to the extent within its control and required to be taken by it, to offer and sell the Offered Shares in the United States in accordance with this Agreement.

• 2.6 During the distribution of the Offered Shares:

• (a) the Corporation and Lead Underwriters shall approve in writing, prior to such time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Underwriters to any such potential investor, such Marketing Materials to comply with Canadian Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and Lead Underwriters, on behalf of the Underwriters, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Underwriters’ authority to use such Marketing Materials in connection with the distribution of the Offered Shares. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation shall prepare and file with the Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Canadian Securities Laws; and

• (b) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree:

  • (i) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares;

  • (ii) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation other than: (A) such Marketing Materials that have been approved and filed in accordance with this section 2.6; (B) the Preliminary Prospectus and the Prospectus; and (C) any Standard Term Sheets approved in writing by the Corporation and Lead Underwriters; and

  • (iii) that any Marketing Materials approved and filed in accordance with this section 2.6, and any Standard Term Sheets approved in writing by the Corporation and Lead Underwriters, shall only be provided to potential investors of Offered Shares

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in the Qualifying Jurisdictions and such other jurisdictions as may be agreed to by the Corporation and the Lead Underwriter.

3. Delivery of Prospectus and Related Documents

• 3.1 The Corporation shall deliver or cause to be delivered without charge to the Underwriters and the Underwriters’ Counsel the documents set out below at the respective times indicated:

• (a) prior to or contemporaneously, as nearly as practicable, with the filing with the Canadian Securities Regulators of each of the Preliminary Prospectus and the Prospectus:

  • (i) copies of the Preliminary Prospectus and the Prospectus signed as required by Canadian Securities Laws;

  • (ii) copies of the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum; and

  • (iii) upon request by the Underwriters, copies of any documents incorporated by reference in the Preliminary Prospectus and the Prospectus which have not previously been delivered to the Underwriters;

• (b) as soon as they are available, copies of any Supplementary Material signed as required by Canadian Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Underwriters;

• (c) prior to the filing of the Prospectus with the Canadian Securities Regulators, a “comfort letter” from PricewaterhouseCoopers LLP and any other auditors who have audited any of the financial statements included or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Underwriters and the board of directors of the Corporation and satisfactory in form and substance to the Underwriters and the Underwriters’ Counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business, as applicable, and have found such information and percentages to be in agreement, which comfort letter shall be based on the Corporation’s auditor and other applicable auditors’ review having a cut-off date of not more than two Business Days prior to the date of the Prospectus;

• (d) prior to or contemporaneously with the filing of the Prospectus, evidence satisfactory to the Underwriters of the conditional approval of the listing and posting for trading on the Exchange of the Offered Shares subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Exchange for conditional listing approval (the “ Listing Conditions ”).

• 3.2 Comfort letters and opinions similar to the foregoing shall be provided to the Underwriters and the board of directors of the Corporation with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Underwriters for their signature or, if the Underwriters’ signature is not required, at the Closing Time. All such letters shall be in form and substance acceptable to the Underwriters and the Underwriters’ Counsel, acting reasonably.

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• 3.3 The filings and deliveries referred to in this Agreement shall also constitute the Corporation’s consent to the use by the Underwriters, the U.S. Affiliates and other members of the Selling Dealer Group of the Documents, the Prospectuses, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum and any Supplementary Material in connection with the Offering.

4.

Commercial Copies

• 4.1 The Corporation shall, as soon as possible but in any event not later than noon (local time at the place of delivery) on the Business Day following the date of receipt of the Preliminary Passport System Decision Document or the Final Passport System Decision Document, as the case may be (or such other date or time as the Underwriters and the Corporation may agree), from the Canadian Securities Regulators and no later than noon (local time) on the first Business Day after the execution of any Supplementary Material in connection with the Prospectuses cause to be delivered to the Underwriters, without charge, commercial copies of the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or such Supplementary Material in such numbers and in such cities as the Underwriters may reasonably request by oral or written instructions to the Corporation or the printer thereof given no later than the time when the Corporation authorizes the printing of the commercial copies of such documents.

• 4.2 The Corporation shall cause to be provided to the Underwriters such number of copies of any documents incorporated by reference in the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or any Supplementary Materials as the Underwriters may reasonably request.

• 4.3 The Corporation will similarly cause to be delivered to the Underwriters, at those delivery points as the Underwriters may reasonably request, commercial copies of any Supplementary Material required to be delivered to purchasers or prospective purchasers of the Offered Shares, as applicable.

5. Material Change and Certain Other Covenants

• 5.1 During the period of distribution of the Offered Shares, the Corporation will promptly inform the Underwriters in writing of the full particulars of:

• (a) any material change (actual, anticipated or, to the knowledge of the Corporation, threatened) in or affecting the business, operations, revenues, capital, properties, results of operations, affairs, assets, capitalization, condition (financial or otherwise), rights or liabilities (contingent or otherwise) of the Corporation (on a consolidated basis);

• (b) any change in any material fact contained or referred to in the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or any Supplementary Material; and

• (c) the occurrence or discovery of a material fact or event which, in any such case, is, or may be, of such a nature as to:

  • (i) render the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or any Supplementary Material untrue, false or misleading in any material respect;

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• (ii) result in a misrepresentation in the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or any Supplementary Material; or

• (iii) result in the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or any Supplementary Material not complying in any material respect with Canadian Securities Laws,

provided that if the Corporation is uncertain as to whether a material change, change, occurrence or event of the nature referred to in this section has occurred or been discovered, the Corporation shall promptly inform the Underwriters of the full particulars of the occurrence giving rise to the uncertainty and shall consult with the Underwriters as to whether the occurrence is of such nature prior to making any filing referred to in section 5.3.

• 5.2 During the period of distribution of the Offered Shares, the Corporation will promptly inform the Underwriters in writing of the full particulars of:

• (a) any request of any Canadian Securities Regulator or other Governmental Authority for:

  • (i) any amendment to, or to suspend or prevent the use of, the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or any other part of the Public Record; or

  • (ii) any additional information relating to the Offering or which may be reasonably relevant to the Offering;

• (b) the issuance by any Canadian Securities Regulator, the Exchange or other Governmental Authority of:

  • (i) any order to cease or suspend trading of any securities of the Corporation; or

  • (ii) of the institution or threat of institution of any proceedings for that purpose; and

• (c) the receipt by the Corporation of any communication from any Canadian Securities Regulator, the Exchange or other Governmental Authority relating to:

  • (i) the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or any other part of the Public Record; or

  • (ii) the distribution of the Offered Shares.

• 5.3 The Corporation will promptly comply, to the reasonable satisfaction of the Underwriters and the Underwriters’ Counsel, with Canadian Securities Laws with respect to any material change, change, occurrence or event of the nature referred to in sections 5.1 or 5.2 above and the Corporation will prepare and file promptly at the Underwriters’ reasonable request any amendment to the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or Supplementary Material as may be required under Canadian Securities Laws; provided that the Corporation shall have allowed the Underwriters and the

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Underwriters’ Counsel to participate fully in the preparation of any Supplementary Material, to have reviewed any other documents incorporated by reference therein and conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to responsibly execute the certificate required to be executed by them in, or in connection with, any Supplementary Material. The Corporation shall further promptly deliver to each of the Underwriters and the Underwriters’ Counsel a copy of each Supplementary Material as filed with the Canadian Securities Regulators, and of opinions and comfort letters with respect to each such Supplementary Material substantially similar to those referred to in section 3 above.

• 5.4 During the period of distribution of the Offered Shares, the Corporation will promptly provide to the Underwriters, for review on a confidential basis by the Underwriters and the Underwriters’ Counsel, prior to filing or issuance:

• (a) any financial statement or management’s discussion and analysis of the Corporation;

• (b) any proposed document, including without limitation any amendment to the Documents and any new annual information form, material change report, interim report, business acquisition report or information circular, which may be incorporated, or deemed to be incorporated, by reference in the Prospectus;

• (c) any press release of the Corporation; and

• (d) any amendment to the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum.

6. Underwriters Covenants

• 6.1 Each of the Underwriters severally and not jointly, nor jointly and severally, covenants and agrees with the Corporation that it will:

• (a) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all the Canadian Securities Laws and cause a similar covenant to be contained in any written agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;

• (b) not solicit subscriptions for the Offered Shares, trade in Offered Shares or otherwise do any act in furtherance of a trade of Offered Shares in any jurisdictions outside of the Qualifying Jurisdictions, except as contemplated in Schedule “A” hereto or in such other jurisdictions outside of Canada and the United States as may be agreed to by the Corporation provided that such sales, solicitations or other contracts in jurisdictions outside of Canada: (i) are made in accordance with the securities law of such other jurisdictions; (ii) do not subject the Corporation (or any of its directors, officers or employees) to any requirement to register, complete filings, or obtain approvals or to any inquiry, investigation or proceeding of any regulatory authority in such other jurisdictions nor require the qualification or registration of such Offered Shares in that jurisdiction or the filing of a prospectus, registration statement or other notice or documents with respect to the distribution of such Offered Shares under the laws of such jurisdiction nor impose any disclosure obligations on the Corporation (or any of its directors, officers or employees); and (iii) do not constitute Directed Selling Efforts (as defined in Schedule “A” hereto). For greater certainty, the Underwriters will not directly or indirectly, solicit offers to purchase

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or sell the Offered Shares or deliver any document to purchasers so as to require registration of the Offered Shares or the filing of a prospectus or registration statement with respect to the Offered Shares under the laws of any jurisdiction other than the Qualifying Jurisdictions, including without limitation, the United States;

• (c) use its commercially reasonable efforts to complete the distribution of the Offered Shares as promptly as possible after the Closing Time or Additional Closing Time, as applicable, and notify the Corporation as soon as possible when, in such Underwriter’s opinion, the Underwriters and the Selling Dealer Groups have ceased the distribution of the Offered Shares, and cause any Selling Dealer Group appointed hereunder to do the foregoing; and

• (d) as soon as reasonably practicable after the Closing Date but in any event no later than thirty (30) days thereof provide the Corporation with a breakdown of the number of Offered Shares sold in each of the Qualifying Jurisdictions and, upon completion of the distribution of the Offered Shares, provide to the Corporation and to the Canadian Securities Regulators notice to that effect, if required by Canadian Securities Laws.

No Underwriter will be liable to the Corporation under this section 6, or any other section of this Agreement, with respect to a default by any of the other Underwriters or any member of the Selling Dealer Group but will be liable to the Corporation only for its own default.

7.

Representations and Warranties of the Corporation

• 7.1 Each delivery of the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum and any Supplementary Material pursuant to section 3 shall constitute a representation and warranty to the Underwriters by the Corporation (and the Corporation hereby acknowledges that each of the Underwriters is relying on such representations and warranties in entering into this Agreement) that at the time of such delivery:

• (a) all of the information and statements (except the Underwriters’ Information) contained in the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or any Supplementary Material, as applicable:

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

  • (ii) contain no misrepresentation; and

  • (iii) constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Shares as required by Canadian Securities Laws; and

• (b) the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum or any Supplementary Material, as applicable, comply in all material respects with the Canadian Securities Laws, including without limitation NI 44 101; and

• (c) except as disclosed (including by incorporation by reference) in the Preliminary Prospectus, the Prospectus and any Supplementary Material, there has been no intervening material change (actual, anticipated or, to the knowledge of the Corporation, threatened) from the date of the Preliminary Prospectus, the Prospectus and any Supplementary Material to the time of delivery thereof, in or affecting the business, operations, revenues,

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capital, properties, results of operations, affairs, assets, capitalization, condition (financial or otherwise), rights or liabilities (contingent or otherwise) of the Corporation.

• 7.2 In addition to the representations and warranties contained in section 7.1 hereof, the Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties, as follows:

• (a) each of the Corporation and the Subsidiaries have been duly incorporated or formed (as the case may be) and organized and is valid and subsisting under the Laws of the jurisdiction of its incorporation or formation (as the case may be) and has all requisite corporate power and authority to carry on its business as described in the Prospectuses and to own, lease and operate its properties and assets as described in the Prospectuses;

• (b) the Corporation has full corporate capacity, power and authority to enter into this Agreement and to perform its obligations set out herein and therein (including, without limitation, to create, issue and sell the Offered Shares and grant the Underwriters’ Option), and this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, subject to the discretionary nature of equitable remedies, all Laws relating to creditors’ rights generally and except as rights to indemnity may be limited by Law;

• (c) each of the Corporation and the Subsidiaries are qualified to carry on business under the Laws of each jurisdiction in which it carries on a material portion of its business, provided however that the Corporation is, and may be in the future, required to obtain Permits for any assets and products it may develop and market from time to time;

• (d) each of the Corporation and the Subsidiaries have conducted and is conducting its business in compliance in all material respects with all Laws of each jurisdiction in which it carries on a material portion of its business and holds all Permits in all jurisdictions in which it carries or proposes to carry on a material portion of its business which are necessary or desirable to carry on the business of the Corporation and the Subsidiaries as now conducted, and as presently proposed to be conducted as described in the Prospectuses, except to the extent where the failure to do so does not, individually or in the aggregate, constitute a Material Adverse Effect, provided however that the Corporation is, and may be in the future, required to obtain Permits for any assets and products it may develop and market from time to time; all such Permits are valid and existing and in good standing and none of such Permits contains any burdensome term, provision, condition or limitation which, individually or in the aggregate, constitute a Material Adverse Effect, and the Corporation is not aware of any Law presently in force or proposed to be brought into force which the Corporation anticipates the Corporation will be unable to comply with without constituting a Material Adverse Effect;

• (e) other than the Subsidiaries, the Corporation does not have any subsidiaries, nor is it directly or indirectly a partner of any partnerships or limited partnerships (other than participating in industry partnerships in the ordinary course of business), and the Corporation has no material security holdings or other interest in any other corporation or business organization;

• (f) all of the issued and outstanding securities and equity and voting interests, as the case may be, of the Subsidiaries are validly issued as fully paid and non-assessable and beneficially

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owned, directly or indirectly, by the Corporation with valid title, and except for any claims or interests held by any secured lender of the Corporation, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no Person holds any securities convertible into or exchangeable for issued or unissued securities of any Subsidiary or has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement, warrant, option or right for the acquisition of any unissued or issued securities of any Subsidiary;

• (g) since November 30, 2020, the Corporation has not made any acquisition that would be a significant acquisition for the purposes of Canadian Securities Laws, and no proposed acquisition by the Corporation has progressed to a state where a reasonable person would believe that the likelihood of the Corporation completing the acquisition is high and that, if completed by the Corporation at the date of the Prospectuses, would be a significant acquisition for the purposes of Canadian Securities Laws, in each case, that would require the prescribed disclosure in the Prospectuses pursuant to such laws;

• (h) the minute books or record books, as the case may be, of the Corporation and the Subsidiaries (except as disclosed to the Underwriters’ Counsel) contain full, true and correct copies of the constating documents of the Corporation and the Subsidiaries, respectively, and contain copies of all minutes of all meetings and all consent resolutions of the directors, committees of directors, shareholders and partners, as applicable, of the Corporation and the Subsidiaries and all such meetings were duly called and properly held and all consent resolutions were properly adopted, other than those minutes that have not been prepared or are in draft form;

• (i) the books of account and other records of the Corporation and the Subsidiaries, whether of a financial or accounting nature or otherwise, have been maintained in accordance with prudent business practices in all material respects;

• (j) each of the Corporation and the Subsidiaries has duly and on a timely basis filed all tax returns required to be filed by it, has paid all taxes due and payable by it and has paid all assessments and reassessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by it, except where the failure to do so does not constitute a Material Adverse Effect and which, to the knowledge of the Corporation, are claimed by any Governmental Authority to be due and owing and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Corporation and the Subsidiaries and, to the Corporation’s knowledge, except as described in the Due Diligence Responses, there are no material actions, suits, proceedings, investigations, or claims existing, threatened or pending against the Corporation or the Subsidiaries in respect of taxes, governmental charges or assessments or any matters under discussion with any Governmental Authority relating to taxes, governmental charges or assessments asserted by any such Governmental Authority;

• (k) the Corporation is not aware of any material contingent tax liability of the Corporation or any of the Subsidiaries or any grounds which will prompt a reassessment that may be reasonably expected to result in a material contingent tax liability;

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• (l) all filings made by the Corporation and the Subsidiaries under which the Corporation or the Subsidiaries has received or is entitled to government incentives, have been made in accordance, in all material respects, with all Laws and contain no misrepresentations of material fact or omit to state any material fact which could reasonably be expected to cause any amount previously paid to the Corporation or any of the Subsidiaries or previously accrued on the accounts thereof to be recovered or disallowed;

• (m) the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares (issuable in series), of which 54,681,810 Common Shares are currently issued and outstanding, each of which shares is validly issued, and fully paid and non-assessable and no preferred shares have been issued;

• (n) the Common Shares are listed on the Exchange;

• (o) at the Closing Time or the Additional Closing Time, as applicable, the Offered Shares will, upon receipt of the full consideration therefor in accordance with this Agreement, be issued as fully paid and non-assessable Common Shares;

• (p) no Person holds any securities convertible or exchangeable into Common Shares or has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement, warrant, option or right (whether or not on condition(s)) for the purchase or other acquisition of any unissued securities of the Corporation except: (i) 4,405,810 Common Shares subject to options granted by the Corporation pursuant to its stock option plan; (ii) pursuant to the Corporation’s employee stock purchase plan; and (iv) in connection with the Offering;

• (q) the information and statements set forth in the Public Record as they relate to the Corporation and the Subsidiaries were in all material respects true, correct, and complete and did not contain any misrepresentation, as of the date of such information or statement, and the Corporation has not filed any confidential material change report still maintained on a confidential basis;

• (r) neither the Corporation nor any of the Subsidiaries own any real property;

• (s) the Financial Statements are complete and accurate in all material respects and fairly present, in accordance with GAAP, consistently applied, the financial position and condition, the results of the operations, cash flows and other information purported to be shown therein of the Corporation and the Subsidiaries on a consolidated basis as at the dates thereof and for the periods then ended and reflect all assets, liabilities and obligations (absolute, accrued, contingent or otherwise) of the Corporation and the Subsidiaries on a consolidated basis as at the dates thereof required to be disclosed in accordance with GAAP, and include all adjustments necessary for a fair presentation;

• (t) none of the Subsidiaries is prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject (excluding provisions of general application in the corporate or other statute under which such Subsidiary was formed or is governed), from paying any dividends to the Corporation or an intermediate Subsidiary, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Corporation or an intermediate Subsidiary any loans or advances to such Subsidiary or from transferring any of such Subsidiary’s properties or assets to the Corporation or an intermediate Subsidiary;

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• (u) except as disclosed in the Financial Statements, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Corporation or any of the Subsidiaries with other Persons which are or may reasonably be expected to, individually or in the aggregate, be material to the Corporation and the Subsidiaries (taken as a whole);

• (v) neither the Corporation nor any of the Subsidiaries has any contingent liabilities in excess of the liabilities that are either reflected or reserved against in the Financial Statements, which are or may reasonably be expected to, individually or in the aggregate have a Material Adverse Effect;

• (w) neither the Corporation nor any of the Subsidiaries has taken or will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares in contravention of Ontario Securities Commission Rule 48-501, Trading During Distributions, Formal Bids and Share Exchange Transactions , as amended or replaced;

• (x) neither the Corporation nor any of the Subsidiaries is a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the constating documents of the Corporation and the Subsidiaries, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting and borrowing agreements and in the Documents) or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person;

• (y) except as disclosed in the Financial Statements, neither the Corporation nor any of the Subsidiaries has any loans or other indebtedness outstanding which have been made to or from any of its shareholders, officers, directors or employees or any other Person not dealing at arm’s length with the Corporation and the Subsidiaries that are currently outstanding;

• (z) there are no actions, suits, proceedings or inquiries in existence or, to the knowledge of the Corporation, pending or threatened against or affecting the Corporation, the Subsidiaries or their assets at Law or in equity or before or by any Governmental Authority which, individually or in the aggregate constitute a Material Adverse Effect, and the Corporation is not aware of any existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success;

• (aa) except as disclosed in the Financial Statements or otherwise set forth in the Prospectuses, the Corporation and the Subsidiaries are not party to any related party transactions required to be disclosed under GAAP or Canadian Securities Laws;

• (bb) to the Corporation’s knowledge, all material receivables recorded on the books of each of the Corporation and the Subsidiaries are bona fide and are good and collectible without set off or counterclaim, except those reserved as specific bad debts or through a loan allowance provision;

• (cc) to the Corporation’s knowledge, all material bonuses, commissions, salaries and other amounts owing to employees are reflected and have been accrued in the books of account of the Corporation;

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• (dd) based on the representations of the Corporation’s auditors to the Corporation, the Corporation’s auditors are and have been independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta and Canadian Securities Laws;

• (ee) the responsibilities and composition of the Corporation’s audit committee comply with National Instrument 52-110, Audit Committees in all material respects;

• (ff) the Corporation maintains internal controls over financial reporting (“ ICFR ”) and disclosure controls and procedures (“ DC&P ”) as contemplated by the certifications required under Form 52-109F1 – Certification of Annual Filings – Full Certificate and Form 52-109F2 – Certification of Interim Filings – Full Certificate under National Instrument 52-109, Certificate of Disclosure in Issuers’ Annual and Interim Filings, and the Corporation is not aware of any material weakness in its ICFR;

• (gg) there has not been any reportable event (within the meaning of Section 4.11 of NI 51-102) with the auditors of the Corporation;

• (hh) the Corporation and the Subsidiaries have sufficient title to all property and assets necessary to conduct its business as it is currently conducted free and clear of all mortgages, pledges, liens, charges and encumbrances, other than those encumbrances resulting from or related to any lending agreements to which the Corporation is a party to or that will not have a Material Adverse Effect (“ Permitted Encumbrances ”), and, other than Permitted Encumbrances, neither the Corporation nor the Subsidiaries has done any act or suffered or permitted any action whereby any Person has acquired or may acquire an interest in or to the material properties and assets of the Corporation or the Subsidiaries, nor have the Corporation or any of the Subsidiaries done any act, omitted to do any act or permitted any act to be done that may adversely affect or defeat title to any of the material properties or assets of the Corporation;

• (ii) all operations of the Corporation and the Subsidiaries have been conducted in accordance with good industry practices and in material compliance with all Laws;

• (jj) except for such matters as do not, individually or in the aggregate, constitute a Material Adverse Effect:

• (i) neither the Corporation nor any of the Subsidiaries is in violation of any Environmental Laws;

• (ii) each of the Corporation and the Subsidiaries have operated its business at all times and have received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;

• (iii) there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by the Corporation or the Subsidiaries that have not been remedied;

• (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Corporation or the Subsidiaries;

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• (v) neither the Corporation nor the Subsidiaries have failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law;

• (vi) each of the Corporation and the Subsidiaries hold all Permits required under any Environmental Laws in connection with the operation of their business and the ownership and use of its assets, all such Permits are in full force and effect and neither the Corporation nor any Subsidiary has received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Permit issued pursuant thereto, or that any Permit referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and

• (vii) neither the Corporation nor any of the Subsidiaries has received any notice of, or been prosecuted for an offence alleging, material non-compliance with any Environmental Laws, and neither the Corporation nor any of the Subsidiaries has settled any allegation of material non-compliance short of prosecution;

• (kk) except for such matters as do not, individually or in the aggregate, constitute a Material Adverse Effect:

• (i) each of the Corporation and the Subsidiaries is in compliance with the provisions of all Laws respecting employment and employment practices, terms and conditions of employment and wages and hours (collectively, “ Employment Laws ”);

• (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing or, to the knowledge of the Corporation, pending or threatened, and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing or, to the knowledge of the Corporation, pending or threatened, with any employee of the Corporation or the Subsidiaries and, to the knowledge of the Corporation, none has occurred during the past year;

• (iii) no union has been accredited or otherwise designated to represent any employees of the Corporation or any of the 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 Subsidiaries and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the facilities of the Corporation or any of the Subsidiaries and none is currently being negotiated by the Corporation or any of the Subsidiaries; and

• (iv) other than the usual and customary health and related benefit plans for employees, the Public Record discloses to the extent required by applicable Canadian Securities Laws to be disclosed in the Public Record 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, vacation, incentive or otherwise contributed to, or required to be contributed to, by the Corporation or the Subsidiaries for the benefit of any current

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or former director, officer, employee or consultant of the Corporation or the Subsidiaries, as applicable (the “ Employee Plans ”), each of which has been maintained in all material respects with its terms and with the requirements prescribed by any and all Employment Laws that are applicable to such Employee Plans and any Employee Plan which is a funded plan or arrangement is fully funded on an ongoing and termination basis;

• (ll) the Corporation and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks in such amounts as are prudent and customary in the businesses in which it is engaged;

• (mm) all policies of insurance insuring the Corporation and the Subsidiaries or their business, assets, employees, officers and directors are in full force and effect, except where the failure to be in full force and effect does not, individually or in the aggregate, constitute a Material Adverse Effect;

• (nn) there are no Contracts with any Persons relating to the acquisition or proposed acquisition by the Corporation or any of its Subsidiaries of any material interest in any business (or part of a business) or corporation, nor are there any other specific Contracts in respect of any such matters in contemplation;

• (oo) to the knowledge of the Corporation, the Intellectual Property is complete and sufficient for the conduct of the business of the Corporation and the Subsidiaries as such business is currently being conducted and the Corporation and the Subsidiaries own or have sufficient rights to use the Intellectual Property in the conduct of such business as such business is currently being conducted, except where the failure to hold such rights would not have a Material Adverse Effect;

• (pp) except for Intellectual Property that has been licensed from third parties, the Corporation and the Subsidiaries own and have the exclusive legal and beneficial right, title and interest in and to the Intellectual Property in its own name, which may, however, be subject to licenses granted to end users in the ordinary course of business;

• (qq) to the knowledge of the Corporation, neither the conduct of the business of the Corporation and the Subsidiaries as it is currently being conducted nor the use by the Corporation and the Subsidiaries of the Intellectual Property in respect thereto, infringes, misappropriates, misuses or violates the intellectual property rights, or any other rights, of any third party or breaches any duty or obligation owed to any third party;

• (rr) the Corporation has not received any notice, complaint, threat or claim alleging the infringement, misappropriation, misuse or violation of any intellectual property right or other related right of any third party or breach of any related duty or obligation owed to any third party or that the Corporation and the Subsidiaries do not own the Intellectual Property or, in the case of Intellectual Property which is licensed to the Corporation, that the Corporation and the Subsidiaries do not have a right to exploit the Intellectual Property in the same manner as it is currently being exploited in the business, except where the above would not have a Material Adverse Effect;

• (ss) to the knowledge of the Corporation, no Person is violating or infringing upon or has violated or infringed upon at any time any material right of the Corporation in or to the

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Intellectual Property or is breaching or has breached in any material respect at any time any duty or obligation owed to the Corporation in respect of the Intellectual Property;

• (tt) each material Contract to which the Corporation or its Subsidiaries are bound constitutes a legally valid and binding agreement of the Corporation or the Subsidiary, as applicable, enforceable in accordance with its respective terms subject to limitations on the enforcement of creditors’ rights generally and the discretionary nature of equitable remedies and, and to the best knowledge of the Corporation, no party thereto is in default thereunder and no event has occurred which with notice or lapse of time or both would directly or indirectly constitute such a default which would constitute a Material Adverse Effect. For the purposes of this subsection, any Contract pursuant to which the Corporation or any of the Subsidiaries will, or may reasonably be expected to, result in a requirement to expend more than an aggregate of $500,000 or receive or be entitled to receive revenue of more than $500,000, in either case in the next 12 months or is out of the ordinary course of business of either the Corporation or any of the Subsidiaries, shall be considered to be material;

• (uu) with respect to each of the premises of the Corporation and the Subsidiaries which is material to the Corporation on a consolidated basis and which the Corporation or any of the Subsidiaries occupies as tenant (the “ Leased Premises ”), the Corporation or such Subsidiary occupies the Leased Premises and has the right to occupy and use the Leased Premises and each of the leases pursuant to which the Corporation and/or the Subsidiaries occupies the Leased Premises is in good standing and in full force and effect except where any deficiencies do not have a Material Adverse Effect;

• (vv) there has not been any material change in the assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation and the Subsidiaries (taken as a whole) from the position set forth in the Financial Statements, and there has not been any Material Adverse Change since July 31, 2021 nor since that date, have there been any facts, transactions, events or occurrences which, to the Corporation’s knowledge, individually or in the aggregate, constitute a Material Adverse Effect;

• (ww) the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of any of the Documents by the Corporation, or any of the transactions contemplated hereby or thereby, does not and will not result in any breach of, or be in conflict with or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under:

• (i) any term or provision of the constating documents of the Corporation or the Subsidiaries;

• (ii) any resolutions of shareholders, directors (or any committee thereof) or partner, as the case may be, of the Corporation or any of the Subsidiaries;

• (iii) any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation or any of the Subsidiaries is a party or by which it is bound on the Closing Date (each, a “ Contract ”); or

• (iv) any Laws,

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which default or breach, individually or in the aggregate, constitutes a Material Adverse Effect;

• (xx) neither the Corporation nor any of the Subsidiaries has received notice from any Governmental Authority of any restriction on its ability to conduct its business as it is currently conducted or to own, lease or operate its properties and assets, except as does not have a Material Adverse Effect;

• (yy) except as disclosed in the Prospectuses or provided to the Underwriters’ Counsel, the Corporation is not a party to any Contracts of employment which provide for payments occurring on a change of control of the Corporation;

• (zz) neither the Corporation nor, to its knowledge, any of its shareholders, is a party to any unanimous shareholders agreement, pooling agreement, voting trust or other similar type of arrangements in respect of outstanding securities of the Corporation and the Corporation does not have in place a shareholder rights protection plan;

• (aaa) the Transfer Agent acts as the registrar and transfer agent for the Common Shares;

• (bbb) no filing with, or Permit of any Governmental Authority or third party is necessary or required for the performance by the Corporation of its obligations hereunder, in connection with the proposed distribution, issuance or sale of the Offered Shares hereunder, or the consummation of the transactions contemplated by this Agreement, except as have been or will have been obtained on or prior to the Closing Date;

• (ccc) to the knowledge of the Corporation, no director or executive officer of the Corporation has a present intention to sell any securities of the Corporation held by it;

• (ddd) other than as provided for in this Agreement, the Corporation has not incurred any obligation or liability, contingent or otherwise, or brokerage fees, finder’s fees, underwriter’s or agent’s commission or other similar forms of compensation with respect to the transactions contemplated hereby;

• (eee) the Corporation has not been, nor to the knowledge of the Corporation, has any director, officer, agent, employee, affiliate or Person acting on behalf of the Corporation been or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (the “ OFAC ”);

• (fff) the Corporation will not directly or indirectly use any proceeds of the distribution of the Offered Shares, or lend, contribute or otherwise make available such proceeds to the Corporation or to any affiliated entity, 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 the OFAC;

• (ggg) none of the directors, officers or employees of the Corporation and the Subsidiaries, or to the knowledge of the Corporation, any associate or Affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any material transaction or any proposed material transaction with the Corporation and the Subsidiaries which, as the case may be, materially affects, is material to or will materially affect the Corporation and the Subsidiaries;

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• (hhh) the Corporation is a “reporting issuer” in the Provinces of Alberta, British Columbia and Ontario within the meaning of Canadian Securities Laws in such provinces and is not in default of any requirement of Canadian Securities Laws in any material respect;

• (iii) the form and terms of definitive certificates representing the Common Shares will be, on the Closing Date duly approved and adopted by the Corporation and will comply with all legal requirements relating thereto;

• (jjj) the Due Diligence Responses were true and correct in all material respects where they relate to matters of fact, other than any such response or portion of such response which are forward-looking or relate to projections, estimates, or forecast and where the responses reflected the opinion or view of the Corporation or its directors or officers, such opinions or views were honestly held at the time they were given and in all cases are subject to the inherent assumption and qualifications set forth therein;

• (kkk) the Corporation does not have any knowledge of any outstanding rights of first refusal or other preemptive rights of purchase which entitle any Person to acquire any material portion of the rights, title, interests, property or assets of the Corporation or the Subsidiaries;

• (lll) no Canadian Securities Regulator, the Exchange or other Governmental Authority has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation, and no such proceeding is, or to the knowledge of the Corporation, pending or contemplated or threatened;

• (mmm) the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or any other securities or agreed to do any of the foregoing;

• (nnn) to the knowledge of the Corporation, none of its directors or officers are now, or have ever been, subject to any Laws prohibiting such individual from acting as a director or officer of the Corporation;

• (ooo) to the knowledge of the Corporation, no officer or director of the Corporation is subject to any limitations or restrictions on their activities or investments, including any noncompetition provisions, that would in any way limit or restrict their involvement with the Corporation or business affairs of the Corporation;

• (ppp) except as disclosed in the Public Record, the Corporation has not entered into any Swaps;

• (qqq) the Corporation and each of the Subsidiaries is now and at all times has been in compliance with all Laws respecting anti-bribery or anti-corruption matters, and will remain in compliance with such Laws; neither the Corporation nor any of the Subsidiaries have authorized, offered or made payments directly or indirectly to any Person that would result in a violation of such Laws; and no part of the proceeds received from the Offering will be used for any purpose that could constitute a violation such Laws;

• (rrr) the Corporation and each of the Subsidiaries and their representatives have each complied with all Law respecting anti-money laundering matters;

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• (sss) there has been no security breach or other compromise of or relating to any of the Corporation’s information technology and computer systems, networks, hardware, software, data (including the data of its customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “ IT Systems and Data ”) and the Corporation has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Corporation is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; (iii) the Corporation has implemented and maintained commercially reasonable safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Corporation has implemented backup and disaster recovery technology consistent with industry standards and practices, except as would not, in the case of clause (i) or clause (ii), individually or in the aggregate, have a Material Adverse Effect; and

• (ttt) to the knowledge of the Corporation, the Prospectus accurately discloses the material impacts of the novel coronavirus disease outbreak (“ COVID-19 ”) on the Corporation. The Corporation has been monitoring the COVID-19 outbreak and the potential impact at all of its operations and has used reasonable commercial efforts to put appropriate control measures in place to, in good faith and based on its judgment at the relevant time, minimize the risk to the wellness of all of its employees while continuing to operate.

8. Closing Documents

• 8.1 The obligations of the Underwriters hereunder to purchase the Offered Shares at the Closing Time, shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects (except where qualified by materiality, in all respects), the Corporation having performed in all material respects, at the Closing Time, all of its obligations hereunder theretofore to be performed and the Underwriters receiving at the Closing Time:

• (a) a favourable legal opinion of the Corporation’s Canadian counsel (addressed to the Underwriters) in form and substance satisfactory to the Underwriters, acting reasonably, with respect to such matters as the Underwriters may reasonably request relating to the Corporation, the Offering and the transactions contemplated hereby (subject to such qualifications and assumptions as may be reasonably determined by such counsel), including, without limitation:

  • (i) as to the existence of the Corporation under the laws of its jurisdiction of incorporation and as to the corporate power and capacity of the Corporation to own and lease its property and assets and carry on its business as described in the Prospectuses, and to execute, deliver and perform its obligations under this Agreement;

  • (ii) as to the authorized capital of the Corporation and that the outstanding Common Shares have been duly authorized and have been validly issued by the Corporation and are outstanding as fully paid and non-assessable Common Shares;

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• (iii) that the issuance of the Initial Shares has been duly authorized by all necessary corporate action on the part of the Corporation and, on receipt by the Corporation of the consideration for the Initial Shares, such Initial Shares will be validly issued as fully paid and non-assessable shares and the Underwriters’ Option has been duly authorized by all necessary corporate action and the Option Shares will be, when issued in accordance with the terms of the Underwriters’ Option and upon receipt of the consideration for the Option Shares, validly issued as fully paid and nonassessable shares;

• (iv) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Prospectus or any Supplementary Material and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions, and to authorize the use and delivery of the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum including any amendments or supplements thereto;

• (v) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required of the Corporation in the Qualifying Jurisdictions in connection with the execution and delivery of or with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions;

• (vi) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the performance by the Corporation of its obligations hereunder;

• (vii) that this Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation and is enforceable against the Corporation in accordance with its terms, subject to customary qualifications for enforceability opinions;

• (viii) that the execution and delivery of this Agreement and the performance by the Corporation of its obligations hereunder do not and will not result in a breach (whether after notice or lapse of time or both) of, or constitute a default under: (A) any of the terms, conditions or provisions of the articles or by-laws or resolutions of the Corporation; (B) any statute, published rule or regulation under the laws of the Province of Alberta or the federal laws of Canada applicable to the Corporation; (C) to such counsel’s knowledge, any judgment, order or decree of any Governmental Authority having jurisdiction over the Corporation; or (D) to such counsel’s knowledge, any material contract, mortgage, note, indenture, deed of trust, joint venture or partnership arrangement, instrument or lease to which the Corporation is a party;

• (ix) that the attributes of the Offered Shares conform in all material respects with the descriptions thereof contained in the Prospectuses;

• (x) that the form and terms of the certificates representing the Common Shares have been duly approved by the Corporation and comply with the requirements of the Business Corporation Act (Alberta);

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• (xi) that the Transfer Agent, at its principal offices in the city of Calgary, Alberta has been duly appointed as the transfer agent and registrar for the Common Shares;

• (xii) that all necessary documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations have been obtained by the Corporation under Canadian Securities Laws to qualify the distribution of the Offered Shares to the public in each of the Qualifying Jurisdictions through registrants registered under the applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws and terms of their registration;

• (xiii) that the statements set out in the Prospectus under the heading “Eligibility for Investment” fairly summarize, in all material respects, the matters described therein, subject to the limitations, qualifications, assumptions and exceptions stated or referred to therein;

• (xiv) that the Offered Shares are conditionally approved for listing and posting for trading on the Exchange, subject only to the satisfaction of the Listing Conditions;

• (xv) that the Corporation is a “reporting issuer” not in default of any requirement of the Securities Act (Alberta) and the regulations thereunder and has a similar status under the Canadian Securities Laws of each of the other Qualifying Jurisdictions; and

• (xvi) as to any other legal matters reasonably requested by the Underwriters.

It is understood that the Corporation’s Counsel may rely on the opinions of local counsel reasonably acceptable to them as to matters governed by the Laws of jurisdictions other than the jurisdiction of residence of such counsel or Canada and on certificates of officers of the Corporation, the transfer agent of the Common Shares and the auditors of the Corporation as to relevant matters of fact;

• (b) if any sales of Offered Shares have been effected in the United States, the Underwriters shall have received an opinion, dated as of the Closing Date and subject to customary qualifications, of Dorsey & Whitney LLP, U.S. counsel to the Corporation, that the offer and sale of the Offered Shares pursuant to this Agreement in the United States does not require registration under the U.S. Securities Act;

• (c) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation’s behalf by the Chief Executive Officer and Chairman and one other senior officer of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that:

• (i) the Corporation has complied with and satisfied in all material respects all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;

• (ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct in all material respects at the Closing Time, as if made at such time (except for such representations and warranties which refer to or are made as of another specified date, in which case, such representations and warranties will

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have been true and correct as of that date and for such representations and warranties which are already qualified as to materiality or with respect to a Material Adverse Change or a Material Adverse Effect, in which case, such representations and warranties will be true and correct in all respects);

  - (iii) no event of a nature referred to in subsections 11.1(a), 11.1(b)11.1(c) and 11.1(d) excluding any determination as to the occurrence of such required to be made by the Underwriters, has occurred or to the knowledge of such officers, is pending, contemplated or threatened; and

  - (iv) such other matters as may be reasonably requested by the Underwriters or the Underwriters’ Counsel;

• (d) a comfort letter of the Corporation’s auditor addressed to the Underwriters and the board of directors of the Corporation and dated the Closing Date, satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the comfort letters referred to in subsection 3.1(c) hereof up to the Closing Time, which comfort letters shall be not more than two (2) Business Days prior to the Closing Date;

• (e) evidence satisfactory to the Underwriters that the Offered Shares have been conditionally listed on the Exchange, and upon notice to the Exchange shall be posted for trading as at the opening of business on the Closing Date; and

• (f) such further and other documentation as may be contemplated by this Agreement or that may reasonably be requested by Underwriters’ Counsel.

• 8.2 The foregoing conditions are for the sole benefit of the Underwriters and may be waived in whole or in part by the Underwriters at any time. If any of the foregoing conditions are not met, the Underwriters may terminate their obligations under this Agreement without prejudice to any other remedies they may have, provided the cause of such condition failing to be satisfied is not solely a result, directly or indirectly, of any event, action or inaction, or otherwise caused by an Underwriter, in breach of its obligations under this Agreement, or otherwise.

9. Deliveries

• 9.1 The sale of the Initial Shares to be purchased hereunder shall be completed electronically. Subject to the conditions set forth in section 8, the Underwriters, on the Closing Date, shall deliver to the Corporation by wire transfer, an amount equal to the Offering Price per Offered Share against delivery by the Corporation of:

• (a) the opinions, certificates and documents referred to in section 8.1;

• (b)

• delivery of the Initial Shares pursuant to section 9.3;

• (c) executed copies of the Lock-up Agreements from each of the directors and executive officers of the Corporation; and

• (d) payment to PI, on behalf of the Underwriters, by certified cheque, bank draft or wire transfer or such other means as the Corporation and the Underwriters may agree, of the Underwriter’s Commission provided for in section 14 in respect of the Initial Shares and the expenses of the Underwriters provided for in section 15;

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or the Underwriters may, in their sole discretion, deliver by wire transfer, the net amount of the amount in respect of the Initial Shares referred to above and the amount referred to in subsection 9.1(d) above.

• 9.2 The sale of the Option Shares, if applicable, shall be completed electronically, on the date (the “ Additional Closing Date ”) and at the time (“ Additional Closing Time ”) specified by the Underwriters in the written notice given by the Underwriters pursuant to their election to purchase such Option Shares (provided that in no event shall such time be earlier than the Closing Time or earlier than two (2) or later than ten (10) Business Days after the date of the written notice of the Underwriters to the Corporation in respect of the purchase of the Option Shares), or at such other time and date as the Underwriters and the Corporation may agree upon in writing. Subject to the conditions set forth in section 8 hereof (with the references therein to the Closing Time and Closing Date changed to the Additional Closing Time and Additional Closing Date and the references to Initial Shares changed to Option Shares), the Underwriters, at the Additional Closing Time, shall deliver to the Corporation, by certified cheque, bank draft or wire transfer or such other means as the Corporation and the Underwriters may agree, an amount equal to the Offering Price per Option Share agreed to be purchased by the Underwriters from the Corporation pursuant to the exercise of the Underwriters’ Option, against delivery by the Corporation of:

• (a) the opinions, certificates and documents referred to in section 8.1 hereof;

• (b) delivery of all of the Option Shares for which the Underwriters’ Option has been exercised pursuant to section 9.3; and

• (c) payment to PI, on behalf of the Underwriters, by certified cheque, bank draft or wire transfer or such other means as the Corporation and the Underwriters may agree, of the Underwriters’ Commissions provided for in section 14 hereof in respect of the Option Shares;

or the Underwriters may, in their sole discretion, deliver by certified cheque, bank draft or wire transfer the net amount of the amount in respect of the Option Shares referred to above and the amount referred to in subsection 9.2(c) above.

Whether or not specifically contemplated in this Agreement, all provisions of this Agreement shall apply in the same manner and upon the same terms and conditions in respect of any Option Shares as would apply to the Initial Shares issued and sold pursuant to this Agreement, and any steps to be taken or conditions to be satisfied at the Additional Closing Time shall be the same as those steps to be taken or conditions to be satisfied at Closing Time.

• 9.3 All of the Offered Shares shall be issued on a non-certificated basis in accordance with the rules and procedures of CDS Clearing and Depository Services Inc. (“ CDS ”) as follows:

• (a) the Underwriters will provide a direction to the Corporation with respect to the crediting of the Offered Shares to the accounts of the participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date or Additional Closing Date to permit such crediting; and

• (b) the Corporation shall cause the Transfer Agent to electronically deposit to CDS, on behalf of the Underwriters, the Offered Shares to be purchased hereunder, in the name of “CDS & Co.” as the nominee of CDS, in accordance with the rules and procedures of CDS.

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10. Waiver

The Underwriters may, in respect of the Corporation, waive in whole or in part any breach of, default under or non-compliance with any representation, warranty, covenant, term or condition hereof, or extend the time for compliance therewith, without prejudice to any of its rights in respect of any other representation, warranty, covenant, term or condition hereof or any other breach of, default under or non-compliance with any other representation, warranty, covenant, term or condition hereof, provided that any such waiver or extension shall be binding on the Underwriters only if the same is in writing.

11. Termination

• 11.1 Each of the Underwriters may terminate its obligations hereunder, without any liability on such Underwriter’s part, by written notice to the Corporation, in the event that after the date hereof and at, or prior to, the Closing Time or, with respect to the Underwriters’ Option, the Additional Closing Time:

• (a) there should occur or there should be announced by the Corporation or discovered by the Underwriter any material change, any change in a material fact or new material fact or undisclosed material fact which, in the opinion of the Underwriter, acting reasonably, would be expected to have a significant adverse effect on the market price or value of the Common Shares;

• (b) there should develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence (including any natural catastrophe, act of war, terrorism, pandemic, including without limitation matters caused by, related to or resulting from the COVID-19 outbreak, but only to the extent that there are material adverse developments related thereto after the date hereof), or any action, Law or regulation or other occurrence of any nature whatsoever which, in the reasonable opinion of any of the Underwriters, materially adversely affects or involves or will materially adversely affect or involve, the financial markets in Canada or the United States or the business, operations or affairs of the Corporation and its Subsidiaries, taken as a whole;

• (c) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Corporation or any of the directors or officers of the Corporation is announced, commenced or threatened by any Governmental Authority or any order has been issued under or pursuant to any Law, or there is a change in Law or the interpretation or administration thereof, if, in the sole opinion of such Underwriter, acting reasonably, the change, announcement, commencement or threatening thereof materially adversely affects, or may materially adversely affect, the Corporation and the Subsidiaries (taken as a whole) or materially prevents or restricts the trading in, or materially adversely impacts the distribution of, the Offered Shares;

• (d) any order to cease or suspend trading in any securities of the Corporation, or prohibiting or restricting the distribution of the Offered Shares is made, or any proceedings are announced, commenced or threatened for the making of any such order, by any Governmental Authority, and the same has not been rescinded, revoked or withdrawn; or

• (e) the Corporation shall be in breach of or in default under or non-compliance with any covenant, term or condition of this Agreement in any material respect, or any representation or warranty given by the Corporation in this Agreement becomes or is false in any material respect,

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in any of which cases, each such Underwriter shall be entitled, at its option, to terminate and cancel its obligations to the Corporation under this Agreement by written notice to that effect given to the Corporation at any time prior to the Closing Time or, with respect to the Underwriters’ Option, the Additional Closing Time. The Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance.

12. Continuation of Termination Right

Each Underwriter may exercise any or all of the rights provided for in Sections 8, 9 or 11 notwithstanding any material change, change, event or state of facts and notwithstanding any act or thing taken or done by the Underwriters or any inaction by the Underwriters, whether before or after the occurrence of any material change, change, event or state of facts including, without limitation, any act of the Underwriters related to the Offering. An Underwriter shall only be considered to have waived or be estopped from exercising or relying upon any of its rights under or pursuant to Sections 8, 9 or 11 if such waiver or estoppel is in writing and specifically waives or estops such exercise or reliance.

13. Exercise of Termination Right

Any termination pursuant to the terms of this Agreement shall be effected by notice in writing delivered to the Corporation and the other Underwriters provided that no termination shall discharge or otherwise affect any obligation of the Corporation under Sections 15 to 18, 20, 21, 23, 24, 36 and 37.

14. Underwriters’ Commission

In consideration for their services hereunder, the Corporation agrees to pay to PI, for and on behalf of the Underwriters, a fee equal to the amount of 5.0% of the aggregate gross proceeds of: (a) the Initial Shares purchased pursuant to the Initial Offering; and (b) the Option Shares purchased pursuant to the exercise of the Underwriters’ Option (collectively, the “ Underwriters’ Commission ”), which commission shall be payable on the Closing Date or Additional Closing Date, as the case may be, in respect of the Offered Shares. The Underwriters’ Commission may, at the sole option of Lead Underwriters upon written notice to the Corporation, be deducted from the aggregate gross proceeds of the sale of the Offered Shares and withheld for the account of the Underwriters.

15. Expenses of Underwriters

Whether or not the transactions contemplated herein shall be completed, all reasonable costs and expenses of or incidental to the transactions contemplated hereby including, without limitation, those relating to the Offering, shall be borne by the Corporation, including the Underwriters’ reasonable out-of-pocket expenses and fees (up to $100,000 exclusive of applicable taxes) and disbursements of the Underwriters’ Counsel, the fees and expenses of the Transfer Agent and the Corporation’s auditors and other outside consultants, all costs incurred in connection with preparing, printing, and providing copies of the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum and any Supplementary Materials and certificates representing the Offered Shares, all Exchange listing fees and all reasonable marketing and roadshow expenses relating to the Offering. The Underwriters’ expenses may, at the sole option of the Lead Underwriters upon written notice to the Corporation, be deducted from the aggregate gross proceeds of the sale of the Offered Shares and withheld for the account of the Underwriters.

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16. Indemnity

• 16.1 The Corporation agrees to indemnify and save harmless the Underwriters, their Affiliates and their respective shareholders, directors, officers, partners, employees and agents (collectively, the “ Indemnified Parties ”) from and against all actual or threatened claims, actions, suits, investigations and proceedings (collectively, the “ Proceedings ” and each individually, a “ Proceeding ”) and all losses (other than loss of profit), expenses, damages and liabilities (collectively, “ Liabilities ”) (including all amounts paid to investigate and defend any Proceedings, to satisfy any judgment or award or enforce this indemnity and all reasonable amounts paid to settle any Proceeding and all legal fees and disbursements reasonably incurred) which are suffered or incurred at any time that are in any way caused by, based upon, or arising directly or indirectly from or in consequence of:

• (a) any information or statement (other than the Underwriters’ Information) contained in the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum, any Supplementary Material, any other part of the Public Record or any certificate or other document delivered by or on behalf of the Corporation pursuant to this Agreement which contains or is alleged to contain misrepresentation within the meaning of Canadian Securities Law, or an untrue statement of a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, within the meaning of the U.S. Exchange Act;

• (b) any omission or alleged omission to state in the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum, any Supplementary Material, any other part of the Public Record or any certificate or other document delivered by or on behalf of the Corporation pursuant to this Agreement, any material fact (other than a material fact relating solely to the Underwriters’ Information) required to make any statement therein or necessary in order to make any statement therein not a misrepresentation under Canadian Securities Laws or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, within the meaning of the U.S. Exchange Act;

• (c) any order made or enquiry, investigation or proceeding commenced or threatened by any court, securities commission or other competent authority based upon any actual or alleged untrue statement of a material fact or omission or alleged omission to state a material fact or any misrepresentation or alleged misrepresentation (in each case, other than relating solely to any Underwriters’ Information) contained in or omitted from the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum, any Supplementary Material, any other part of the Public Record or based upon any failure to comply with Canadian Securities Laws or the U.S. Securities Act (other than any failure or alleged failure to comply by the Underwriters), preventing or restricting the trading in or the sale or distribution of the Offered Shares in any of the Qualifying Jurisdictions; or

• (d) any breach of, default under or non-compliance by the Corporation with any representation, warranty, term or condition of this Agreement or any certificate or document delivered by the Corporation pursuant hereto or thereto or any requirement of Canadian Securities Laws or the U.S. Securities Act,

except that, if and to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable determines that those Liabilities resulted primarily from the gross

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negligence or wilful misconduct of such Indemnified Party claiming such indemnity, such Indemnified Party shall promptly reimburse to the Corporation any funds advanced to such Indemnified Party or fees and disbursements paid to such Indemnified Party’s counsel pursuant to this indemnity in respect of such Liabilities and the indemnity provided for in this Section 16 shall cease to apply to such Indemnified Party in respect of such Liabilities. For greater certainty, the Corporation and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Prospectuses contained no misrepresentation shall constitute “negligence” or “willful misconduct” for purposes of this section 16 or otherwise disentitle the Underwriters from indemnification hereunder.

• 16.2 If any Proceeding is brought, instituted or threatened in respect of any Indemnified Party which may result in a claim for indemnification under this Agreement, the Indemnified Party shall promptly after receiving notice thereof notify the Corporation of the nature of such claim, in writing, and the Corporation shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party who is satisfactory to the Indemnified Party, acting reasonably, to represent the Indemnified Party in such Proceeding and the Corporation shall pay the fees and disbursements of such counsel and all other expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation shall not relieve the Corporation from liability except and only to the extent that the failure materially prejudices the Corporation. If the Corporation assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall fully cooperate in the defence including without limitation the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required to defend or prosecute the Proceedings. In any such Proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence thereof if:

• (a) the Indemnified Party has been advised in writing by counsel that there may be a reasonable legal defence available to the Indemnified Party which is different from or additional to a defence available to the Corporation or that a conflict of interest exists or reasonably may exist which makes representation by counsel chosen by the Corporation not advisable (in which case the Corporation shall not have the right to assume the defence of such proceedings on the Indemnified Party’s behalf);

• (b) the Corporation shall not have undertaken the defence of such proceedings, or indicated its intent to do so, and employed counsel within ten (10) days after notice of commencement of such proceedings; or

• (c) the employment of such counsel has been authorized by the Corporation in connection with the defence of such proceeding,

and, in any such event, the reasonable fees and expenses of such Indemnified Party’s counsel shall be paid by the Corporation; it being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) for all Indemnified Parties. Each Indemnified Party shall have the right to employ separate counsel and to participate in the defence of any such Proceeding thereof at its own cost.

• 16.3 No settlement, compromise or consent to the entry of any judgment of any Proceeding in respect of which indemnification has been or could be sought under this Agreement (whether or not an

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Underwriter or any other Indemnified Party is an actual or potential party to such claim, action or proceeding) shall be made by the Corporation without the prior written consent of the Indemnified Parties affected, such consent not to be unreasonably withheld, unless such settlement, compromise or consent: (a) includes an unconditional written release of the Indemnified Parties from all liability arising out of such claim, action or proceeding; and (b) does not include any statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any of the Indemnified Parties.

• 16.4 The Corporation hereby waives its rights to recover contribution from the Underwriters with respect to any liability of the Corporation by reason of or arising out of any misrepresentation in the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum, any Supplementary Material or any other part of the Public Record provided, however, that such waiver shall not apply in respect of liability caused or incurred by reason of any misrepresentation which is based upon information relating to the Indemnified Party contained in such document and furnished to the Corporation by the Indemnified Party in writing expressly for inclusion in the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum, any Supplementary Material or any other part of the Public Record.

17. Right of Contribution

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

• (a) in such proportion as is appropriate to reflect the relative benefit received by the Corporation on the one hand and by the Underwriters on the other hand from the Offering; or

• (b) if the allocation provided by subsection 17.1(a) is not permitted by Law, in such proportion as is appropriate to reflect not only the relative benefits referred to in subsection 17.1(a) but also to reflect the relative fault of the party or parties seeking indemnity, on the one hand, and the parties from whom indemnity is sought, on the other hand, in connection with the statement, omission, misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter or thing which resulted in such Liabilities, as well as any other relevant equitable considerations.

• 17.2 The relative benefits received by the Corporation, on the one hand, and the Underwriters, on the other hand, shall be deemed to be in the same proportion that the total proceeds of the Offering received by the Corporation (net of the Underwriters’ Commission but before deducting expenses) bear to the consideration received by the Underwriters. The relative fault of the Corporation, on the one hand, and of the Underwriters, on the other hand, shall be determined by reference, among other things, to whether the misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter referred to in Section 16 relates to information supplied or which ought to have been supplied by the Corporation or the Underwriters and the parties’ relevant intent, knowledge, access to information and opportunity to correct or prevent such misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter referred to in Section 16.

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• 17.3 The amount paid or payable by the Corporation a result of any Proceedings or Liabilities shall, without limitations, include any legal or other expenses reasonably incurred by the Indemnified Party in connection with investigating or defending such Liabilities (or Proceedings in respect thereof), whether or not resulting in any action, suit, proceeding or claim.

• 17.4 The Corporation agrees that it would not be just and equitable if contributions pursuant to this Agreement were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding sections.

• 17.5 Any liability of the Underwriters under this Section 17 shall be limited to the amount of the Underwriters’ Commission paid to the Underwriters pursuant to Section 14.

• 17.6 The rights to indemnity and right of contribution provided in the foregoing paragraphs shall be in addition to and not in derogation of any other right to indemnity or contribution which the Indemnified Parties may have by Law or in equity. The Corporation hereby waives its right to recover contribution from the Underwriters with respect to any liability of the Corporation by reason of or arising out of any of the matters of the nature specified in Section 16 provided, however, that such waiver shall not apply in respect of liability caused or incurred by reason of or arising out of any misrepresentation which is based solely upon information relating solely to the Underwriters contained in such document and furnished in writing to the Corporation by the Underwriters expressly for inclusion in such document.

• 17.7 It is the intention of the Corporation to constitute the Underwriters as trustee for the Indemnified Parties for the purposes of Section 16 to Section 17 inclusive and the Underwriters shall be entitled, as trustee, to enforce such covenants on behalf of any other Indemnified Parties.

• 17.8 If any Proceeding is brought in connection with the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum, any Supplementary Material or any other part of the Public Record or the Offered Shares or if any Governmental Authority shall carry out an investigation of the Corporation in respect of the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum, any Supplementary Material or any other part of the Public Record or the Offered Shares and, in either case, any Indemnified Party is required to testify in connection therewith or required to respond to procedures designed to discover information relating thereto, the Underwriters will have the right to employ their own counsel in connection therewith, and the reasonable fees and disbursements of such counsel in connection therewith as well as its reasonable fees at the normal per diem rate for its directors, officers, employees and Underwriters involved in preparation for and attendance at such Proceeding or in so responding and any other reasonable costs and out-of-pocket expenses incurred by it in connection therewith will be paid by the Corporation as they are incurred.

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

18. Several Liability of Underwriters

• 18.1 Underwriters’ rights and obligations under this Agreement are several and not joint (nor joint and several) including, without limitation, that:

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• (a) each of the Underwriters shall be obligated to purchase only the percentage of the total number of Initial Shares at the Closing Time and, if applicable, the Option Shares at the Additional Closing Time, set forth opposite their names set forth in Subsection 18.2; and

• (b) if one or more of the Underwriters shall not purchase its applicable percentage of the Initial Shares at the Closing Time (or, if applicable, the Option Shares at the Additional Closing Time) and the number of such Initial Shares (or, if applicable, the Option Shares) which such defaulting Underwriter(s) agreed but failed or refused to purchase is not more than 5.75% of the aggregate number of Initial Shares (or, if applicable, the Option Shares) to be purchased on such date, the non-defaulting Underwriters (the “ Continuing Underwriters ”) shall be obligated severally and not jointly, nor jointly and severally, in the proportions represented by the respective percentage set forth below opposite the names of all such Continuing Underwriters, to purchase the Initial Shares which such defaulting Underwriter(s) agreed but failed or refused to purchase at such time; and

• (c) if any one or more of the Underwriters shall not purchase its applicable percentage of the Initial Shares at the Closing Time (or, if applicable, the Option Shares at the Additional Closing Time), and the number of Initial Shares (or, if applicable, the Option Shares) such defaulting Underwriter(s) agreed but failed or refused to purchase is more than 5.75% of the aggregate number of Initial Shares (or, if applicable, the Option Shares) to be purchased at the Closing Time, then the Continuing Underwriters who are willing and able to purchase their own applicable percentage of the total number of Initial Shares at the Closing Time (or, if applicable, the Option Shares at the Additional Closing Time) shall have the right, but shall not be obligated, to purchase all of the percentage of the Initial Shares (or, if applicable, the Option Shares) which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Initial Shares (or, if applicable, the Option Shares) pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liability.

• 18.2 The applicable percentage of the total number of Offered Shares which each of the Underwriters shall be separately obligated to purchase is as follows:

PI Financial Corp. Raymond James Ltd. Canaccord Genuity Corp. National Bank Financial Inc. TD Securities Inc. Beacon Securities Limited Echelon Wealth Partners Inc. Peters & Co. Limited Lightyear Capital Inc.	30% 30% 8.75% 8.75% 8.75% 4% 4% 4% 1.75%
	100.00%

• 18.3 Nothing in this Agreement shall obligate the Corporation to sell to the Underwriters less than all of the Initial Shares (or, if applicable, the Option Shares that the Underwriters have elected to

• 39 -

purchase) or shall relieve any Underwriter in default from liability to the Corporation or to any nondefaulting Underwriter in respect of the defaulting Underwriter’s default hereunder.

19. Restrictions on Offerings

• 19.1 The Corporation agrees not to, without the prior written consent of the Lead Underwriters on behalf of the Underwriters (such consent not to be unreasonably withheld or delayed); (i) issue, offer, sell (including without limitation, any short sale), contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer, directly or indirectly, any Common Shares, or any securities convertible into or exchangeable or exercisable for, or warrants or other rights to purchase, the foregoing; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares or any other of the Corporation’s securities that are substantially similar to Common Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise; or (iii) publicly announce an intention to do any of the foregoing, for a period of 90 days following the Closing Date, other than (A) the Initial Shares and the Option Shares, if any, (B) the issuance of options pursuant to the Corporation’s stock option plan, (C) the issuance of Common Shares upon the exercise of options or pursuant to any shareholder approved security-based compensation arrangement (including the Corporation's employee share ownership plan) or securities convertible into Common Shares already issued as at the date hereof or (D) Common Shares issued by the Corporation pursuant to any bona fide arm’s length acquisition by the Corporation.

• 19.2 The Corporation covenants and agrees to use reasonably commercial efforts to ensure that each of the directors and executive officers of the Corporation enters into a Contract substantially in the same form as contemplated in the Corporation's brokered private placement in September 2020 (collectively, the “ Lock-up Agreements ”) with the Lead Underwriters, on behalf of the Underwriters, pursuant to which each of the directors and executive officers of the Corporation will agree not to, directly or indirectly, offer, sell or otherwise dispose of any Common Shares, subject to certain exceptions, for a period of 90 days following the Closing Date.

20.

Notice

• 20.1 Any notice or other communication to be given hereunder shall, in the case of notice to be given to the Corporation, be addressed to:

Blackline Safety Corp. Unit 100, 803-24 Avenue SE Calgary, Alberta T2G 1P5

Attention: Cody Slater Email: [Redacted: Personal information]

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with a copy to:

Burnet, Duckworth & Palmer LLP Suite 2400, 525 – 8th Avenue S.W. Eighth Avenue Place East Calgary, Alberta T2P 1G1

Attention: Syd Abougoush email: [Redacted: Personal information]

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

PI Financial Corp. 3401 – 40 King Street W. Toronto, Ontario M5H 3Y2 Attention: Vay Tham Email: [Redacted: Personal information]

Raymond James Ltd. 40 King Street West, Suite 5400 Toronto, Ontario M5H 3Y2

Attention: Jimmy Leung Email: [Redacted: Personal information] Canaccord Genuity Corp. Brookfield Place, 161 Bay Street Suite 3100, P.O. Box 516 Toronto, Ontario M5J 2S1

Attention: Myles Hiscock Email: [Redacted: Personal information]

National Bank Financial Inc. 130 King St. West Suite 3100 Toronto, Ontario M5X 1J9

Attention: Petar Zelic Email: [Redacted: Personal information] TD Securities Inc. TD Tower, 9[th] Floor 66 Wellington Street West Toronto, Ontario M5K 1A2

Attention: Scott Penner Email: [Redacted: Personal information]

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Beacon Securities Limited 66 Wellington St. West Suite 4050 Toronto, Ontario M5K 1H1

Attention: Justin Gilman Email: [Redacted: Personal information]

Echelon Wealth Partners Inc. 1 Adelaide Street East Suite 2100 Toronto, Ontario M5C 2V9

Attention: Ryan Mooney Email: [Redacted: Personal information]

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

Attention: Darrell Bishop Email: [Redacted: Personal information]

Lightyear Capital Inc. Suite 660 202 6th Avenue SW Calgary, Alberta T2P 2R9

Attention: Murray A. Weimer Email: [Redacted: Personal information]

with a copy to:

Torys LLP Suite 4600, 525 – 8th Avenue S.W. Eighth Avenue Place East Calgary, Alberta T2P 1G1

Attention: Michael Pedlow Email: [Redacted: Personal information]

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

• (a) a communication which is personally delivered shall, if delivered before 4:30 p.m. (local time) 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

• 42 -

• (b) a communication which is sent by email shall, if sent on a Business Day before 4:30 p.m. (local time), be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is sent.

21. Advertisements

The Corporation acknowledges that the Underwriters shall have the right, at their own expense, to place such advertisement or advertisements relating to the completion of the sale of the Offered Shares as the Underwriters may consider desirable or appropriate and as may be permitted by Law (subject to the Corporation, acting reasonably, retaining the right to approve the use of the Corporation’s name and logo and the content of such advertisement or advertisements). The Corporation and the Underwriters 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 requirements of Canadian Securities Law being unavailable in respect of the sale of the Offered Shares to prospective purchasers. Furthermore, the Corporation agrees that it will not issue any press releases relating to or referring to this transaction without the prior written consent of the Underwriters, acting reasonably and in a timely manner, except as may be required by Law or the requirements of any Governmental Authority.

22. Use of Proceeds

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

23. Time

Time shall be of the essence of this Agreement.

24. Survival of Representations and Warranties

All warranties, representations, covenants and agreements herein contained or contained in any certificate delivered pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the purchase and sale of the Offered Shares and the termination of this Agreement and continue in full force and effect for the benefit of the Underwriters, the purchasers and/or the Corporation, as the case may be, and regardless of any investigations which may be carried out by the Underwriters or on their behalf, and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters in connection with the purchase and sale of the Offered Shares or otherwise.

25. Language

This Agreement is to be read with all changes in gender or number as required by the context. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressment demandées que la présente convention ainsi que tout avis, tout état de compte et tout autre document a être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

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26. Enurement

This Agreement enures to the benefit of and is binding on the parties to this Agreement and their successors and permitted assigns.

27. Headings

The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

28. Entire Agreement

It is understood that the terms and conditions of this Agreement supersede any previous verbal or written agreement between the Underwriters and the Corporation with respect to the issuance of securities by the Corporation and including, without limitation, the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only.

29. 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.

30. Counterparts

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

31. Authority to Bind Underwriters

The Corporation shall be entitled to and shall act on any notice, waiver, extension or communication given by or on behalf of the Underwriters by the Lead Underwriters, which shall represent the Underwriters and which shall have the authority to bind the Underwriters in respect of all matters hereunder, except in respect of settlement under Sections 16.3 or 17, any matter referred to in Sections 11 or 8.2 or any agreement under Section 18. While not affecting the foregoing, the Lead Underwriters shall consult with the other Underwriters with respect to any such notice, waiver, extension or other communication prior to the provision of any such notice, waiver, extension or other communication.

32. TMX Group Disclosure

The Corporation hereby acknowledges that National Bank Financial Inc. or an affiliate thereof, may own or control an equity interest in TMX Group Limited (“ TMX Group ”) and may have a nominee director serving on the TMX Group’s board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the Exchange, the TSX Venture Exchange and the Alpha Exchange. No person or corporation is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

• 44 -

33. Acknowledgment and Consent

• 33.1 The Corporation acknowledges and agrees that: (i) the purchase and sale of the Offered Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Corporation, on the one hand, and each of the Underwriters and any affiliate through which it may be acting, on the other; (ii) each of the Underwriters is acting as principal and not as an agent or fiduciary of the Corporation; and (iii) the Corporation’s engagement of each of the Underwriters in connection with the Offering and the process leading up to the offering of Offered Shares is as independent contractors and not in any other capacity. Furthermore, the Corporation agrees that it is solely responsible for making its own judgments in connection with the offering of Offered Shares (irrespective of whether any of the Underwriters has advised or is currently advising the Corporation on related or other matters). The Corporation agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owes an agency, fiduciary or similar duty to the Corporation, in connection with such transaction or the process leading thereto.

• 33.2 The Corporation: (a) acknowledges and agrees that the Underwriters have certain statutory obligations as registered dealers under Canadian Securities Laws and have relationships with their clients; and (b) consents to the Underwriters acting hereunder while continuing to act for their clients. To the extent that the Underwriters’ statutory obligations as registered dealers under Canadian Securities Laws or relationships with their clients conflicts with their obligations hereunder, the Underwriters shall be entitled to fulfill their statutory obligations as registered dealers under Canadian Securities Laws and their duties to their clients. Nothing in this Agreement shall be interpreted to prevent the Underwriters from fulfilling their statutory obligations as registered dealers under Canadian Securities Laws and their duties to their clients. Nothing in this Agreement or the nature of the Underwriters’ involvement in the Offering shall be deemed to create a fiduciary or advisory relationship between the Underwriters and the Corporation or its shareholders, creditors, employees or any other party.

34. Stabilization

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

35. U.S. Offers

• 35.1 The Underwriters make the representations, warranties, covenants and agreements applicable to them in Schedule “A” hereto, which is incorporated by reference into and forms part of this Agreement, and agree, on behalf of themselves and their U.S. Affiliates, for the benefit of the Corporation to comply with the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule “A” hereto. Notwithstanding the foregoing provisions of this section, no Underwriter or its U.S. Affiliate will be liable to the Corporation under this section or Schedule “A” hereto with respect to a violation by another Underwriter or its U.S. Affiliate of the provisions of this section or Schedule “A” hereto if the former Underwriter or its U.S. Affiliate is not itself also in violation.

• 35.2 The Corporation makes the representations, warranties, covenants and agreements applicable to it in Schedule “A” hereto.

• 45 -

36. Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Alberta and the Laws of Canada applicable therein and the parties hereto irrevocably attorn and submit to the jurisdiction of the Courts of Alberta with respect to any dispute related to this Agreement.

37. Severance

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

[The remainder of this page is intentionally left blank]

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

PI FINANCIAL CORP.

By: “Vay Tham” Name: Vay Tham Title: Managing Director, Investment Banking

RAYMOND JAMES LTD.

By: “Jimmy Leung” Name: Jimmy Leung Title: Managing Director, Investment Banking

CANACCORD GENUITY CORP.

By: “Myles Hiscock” Name: Myles Hiscock Title: Managing Director, Investment Banking

NATIONAL BANK FINANCIAL INC.

By: “Petar Zelic” Name: Petar Zelic Title: Managing Director, Investment Banking

[Signature page to Underwriting Agreement]

S - 2

TD SECURITIES INC.

By: “Scott Penner” Name: Scott Penner Title: Director, Investment Banking

BEACON SECURITIES LIMITED

By: “Justin Gilman” Name: Justin Gilman Title: Director, Investment Banking

ECHELON WEALTH PARTNERS INC.

By: “Ryan Mooney” Name: Ryan Mooney Title: Managing Director, Investment Banking

PETERS & CO. LIMITED

By: “Darrell Bishop” Name: Darrell Bishop Title: Principal, Corporate Finance

LIGHTYEAR CAPITAL INC.

By: “Murray A. Weimer” Name: Murray A. Weimer Title: Managing Director

[Signature page to Underwriting Agreement]

S - 3

ACCEPTED AND AGREED to effective as of the day and year first written above.

BLACKLINE SAFETY CORP.

By: “Cody Slater” Name: Cody Slater Title: Chief Executive Officer & Chairman

[Signature page to Underwriting Agreement]

SCHEDULE A

UNITED STATES OFFERS AND SALES

1. Definitions

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

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

“ Foreign Private Issuer ” means a “foreign private issuer” as that term is defined in Rule 405 under the U.S. Securities Act;

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

“ Investment Company Act ” means the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;

“ Qualified Institutional Buyer ” means a “qualified institutional buyer” as such term is defined in Rule 144A;

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

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

“ U.S. Purchaser’s Letter ” means the U.S. Purchaser’s Letter, in substantially the same form appended to the U.S. Placement Memorandum; and

“ U.S. Purchasers ” means purchasers of Offered Shares in the Offering who are in the United States, were offered Offered Shares in the United States, or placed their order to purchase the Offered Shares from within the United States.

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

Schedule A-2

2. Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants and covenants to the Underwriters that:

• (a) it is a Foreign Private Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Common Shares;

• (b) except with respect to offers and sales by or through the Underwriters to (i) Qualified Institutional Buyers in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 144A in accordance with this Schedule “A”, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their respective U.S. Affiliates, any members of the banking and selling group formed by them (the “ Selling Group ”) or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States; or (ii) any sale of Offered Shares to any purchaser unless, at the time the buy order was or will have been originated, either (A) such purchaser is outside the United States, or (B) the Corporation, its affiliates, and any person acting on their behalf (other than the Underwriters, their respective U.S. Affiliates, any Selling Group member or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) reasonably believe that such purchaser is outside the United States;

• (c) in connection with offers and sales of the Offered Shares outside the United States, the Corporation, each of its affiliates, and any person acting on its or their behalf (other than the Underwriters and their U.S. Affiliates or any Selling Group member, as to which no representation, warranty, covenant or agreement is made) have complied and will comply with the requirements for an “offshore transaction” (as that term is defined in Rule 902(h) of Regulation S);

• (d) neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates or any members of the Selling Group, as to whom the Corporation makes no representation, warranty, covenant or agreement), has engaged or will engage in any Directed Selling Efforts or any form of General Solicitation or General Advertising (or has acted in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act) in the United States with respect to the Offered Shares, or has taken or will take any action that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to the Agreement to which this Schedule forms a part;

• (e) the Offered Shares are not, and as of the Closing Time or the Additional Closing Time, as the case may be, will not be, and no securities of the same class as the Offered Shares are: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act; or (iii) convertible or exchangeable into, or exercisable for, securities so listed or quoted at an effective conversion or exercise premium (calculated as specified in paragraph (a)(6) and (a)(7) of Rule 144A) of less than ten percent for securities so listed or quoted;

Schedule A-3

• (f) in connection with the initial resale of the Offered Shares to Qualified Institutional Buyers in the Offering, the Corporation shall make available to such Qualified Institutional Buyers the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act;

• (g) none of the Corporation, its affiliates or any person acting on its or their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the Offering;

• (h) the Corporation is not, and after giving effect to the Offering and the application of the proceeds as described in the Prospectus will not be, registered as an investment company nor will it be required to register as an investment company pursuant to the Investment Company Act; and

• (i) none of the Corporation’s securities are registered or are required to be registered under Section 12 of the U.S. Exchange Act and the Corporation does not, and will not upon the offer and sale of the Offered Shares, have a reporting obligation under Section 13 or Section 15(d) of the U.S. Exchange Act.

3. Representations, Warranties and Covenants of the Underwriters

Each Underwriter and U.S. Affiliate jointly and not severally acknowledges, represents, warrants and covenants to the Corporation that:

• (a) the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any Offered Shares except in an “offshore transaction” in accordance with Rule 903 of Regulation S or to Qualified Institutional Buyers in accordance with Rule 144A, and in compliance with U.S. state securities laws, as provided in the paragraphs set forth below. Accordingly, neither the Underwriter, its U.S. Affiliates nor any persons acting on its or their behalf, has made or will make (except as permitted in the paragraphs set forth below): (i) any offer to sell or any solicitation of an offer to buy, any Offered Shares in the United States; or (ii) any sale of Offered Shares to any purchaser unless, at the time the buy order was or will have been originated, either (A) such purchaser was outside the United States, or (B) the Underwriter, its U.S. Affiliates or persons acting on its behalf reasonably believed that such purchaser was outside the United States;

• (b) it and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Offered Shares in the United States by any form of General Solicitation or General Advertising, Directed Selling Efforts or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

• (c) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares, except with its U.S. Affiliate, any Selling Group members or with the prior written consent of the Corporation;

Schedule A-4

• (d) it shall cause its U.S. Affiliate to agree, for the benefit of the Corporation and to ensure that it complies with, and it shall require each Selling Group member to agree, for the benefit of the Corporation, to comply with, and shall use its commercially reasonable efforts to ensure that, each Selling Group member complies with, the provisions of this Schedule “A” applicable to the Underwriter as if such provisions applied to such U.S. Affiliate or Selling Group member, as applicable;

• (e) all offers and sales of Offered Shares in the United States shall be made by the Underwriter through its U.S. Affiliate (which on the dates of such offers and sales was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws (unless exempt therefrom) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.) in accordance with all applicable brokerdealer laws and regulations and in compliance with this Schedule “A”;

• (f) each U.S. Affiliate selling the Offered Shares in the United States is a Qualified Institutional Buyer;

• (g) it will solicit (and will cause its U.S. Affiliate to solicit, as applicable) offers for the Offered Shares in the United States only from, and will offer the Offered Shares only in accordance with Rule 144A to persons whom it reasonably believes to be Qualified Institutional Buyers in accordance with Rule 144A, pursuant to transactions that are exempt from registration under or in compliance with applicable U.S. state securities laws;

• (h) it will inform (and will cause its U.S. Affiliate to inform, as applicable) all U.S. Purchasers that the Offered Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A and in compliance with U.S. state securities laws;

• (i) it has caused or will cause its U.S. Affiliate to deliver (i) a copy of the Preliminary U.S. Placement Memorandum or the U.S. Placement Memorandum, to each of its offerees in the United States, and (ii) a copy of the U.S. Placement Memorandum to each U.S. Purchaser at or prior to the time of purchase of Offered Shares, and no other written material other than the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum and the Marketing Materials has been or will be used in connection with the offer or sale of the Offered Shares in the United States;

• (j) neither the Underwriter, its U.S. Affiliate nor any persons acting on its or their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the Offering;

• (k) at Closing Time and the Additional Closing Time, as the case may be, it, together with its U.S. Affiliate offering or selling Offered Shares in the United States, will provide a certificate, substantially in the form of Exhibit I to this Schedule “A”, relating to the manner of the offer and sale of the Offered Shares in the United States or will be deemed to have represented and warranted for the benefit of the Corporation that neither it nor its U.S. Affiliate offered or sold Offered Shares in the United States; and

• (l) prior to the Closing Time or the Additional Closing Time, if applicable, it will deliver to the Corporation signed copies of each U.S. Purchaser’s Letter from each of the U.S. Purchasers to which it has offered and sold Offered Shares.

Schedule A-5

EXHIBIT I

UNDERWRITERS’ CERTIFICATE

In connection with the private placement of Common Shares of Blackline Safety Corp. (the “ Corporation ”) in the United States pursuant to the Underwriting Agreement dated as of October 1, 2021 among the Corporation and the underwriters party thereto (the “Underwriting Agreement”), the undersigned [name of Underwriter] (the “ Underwriter ”) and [name of U.S. affiliate of Underwriter] , in its capacity as placement agent in the United States for the Underwriter (the “ U.S. Affiliate ”), each hereby certifies that:

• (a) all offers to sell, solicitations of offers to buy and sales of the Offered Shares in the United States were made only through the U.S. Affiliate in compliance with all applicable United States state and federal broker-dealer requirements. The U.S. Affiliate is, and was at all relevant times, a Qualified Institutional Buyer, a duly registered broker or dealer with the SEC under the U.S. Exchange Act and in each state applicable to the U.S. Affiliate (unless exempt therefrom) and is and was a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and at the time of such offers and sales by it of Offered Shares;

• (b) all offers and sales of the Offered Shares in the United States have been conducted by us in accordance with the terms of Schedule “A” to the Underwriting Agreement;

• (c) immediately prior to our making of any offers of Offered Shares to offerees in the United States, we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and, on the date hereof, we have reasonable grounds to believe and continue to believe that each U.S. Purchaser of Offered Shares is a Qualified Institutional Buyer;

• (d) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Offered Shares in the United States and we did not engage in any Directed Selling Efforts in the United States in connection with the offer or sale of the Offered Shares; and

• (e) prior to any sale by us of Offered Shares in the United States, we caused each U.S. Purchaser to execute and deliver a U.S. Purchaser’s Letter.

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

[ Signature page follows ]

Dated this _ day of _____, 2021

[NAME OF UNDERWRITER]

By: Name: Title:

[INSERT NAME OF U.S. AFFILIATE]

By: Name: Title:

[Signature page to Underwriter Certificate]