Calian Group Ltd.

EXECUTION VERSION

UNDERWRITING AGREEMENT

February 18, 2020

Calian Group Ltd. 770 Palladium Drive Ottawa, Ontario K2V 1C8

Attention: Mr. Kevin Ford, President and Chief Executive Officer

Dear Sir:

The undersigned, Desjardins Securities Inc. (the “ Lead Underwriter ”), Acumen Capital Finance Partners Limited, Canaccord Genuity Corp., Stifel Nicolaus Canada Inc., TD Securities Inc. and RBC Dominion Securities Inc. (collectively, with the Lead Underwriter, the “ Underwriters ” and each individually an “ Underwriter ”) understand that Calian Group Ltd. (the “ Corporation ”) proposes to issue and sell to the Underwriters 1,364,000 Common Shares (as defined below) in the capital of the Corporation (the “ Purchased Shares ”), which Purchased Shares and Additional Shares (as defined below) shall have the material attributes described in and contemplated by the Prospectus (as defined below), all as more particularly described below.

Based on the foregoing, and subject to the terms and conditions contained in this Agreement (as defined below), the Underwriters severally and not jointly, on the basis of the percentages set forth in Section 22 of this Agreement, agree to purchase from the Corporation, and by its acceptance hereof, the Corporation agrees to sell to the Underwriters, all but not less than all of the Purchased Shares at the Closing Time (as defined below) at a price of $44.00 per share (the “ Purchase Price ”), for an aggregate purchase price of $60,016,000 for the Purchased Shares. The Purchased Shares and the Additional Shares are collectively referred to as the “ Shares ”. The Underwriters intend to offer the Purchased Shares initially at the Purchase Price. After reasonable effort has been made to sell all of the Purchased Shares at the Purchase Price, the Underwriters may subsequently reduce the selling price to investors from time to time. Any such reduction in the Purchase Price shall not affect the proceeds received by the Corporation.

By acceptance of this Agreement, and subject to the terms and conditions contained in this Agreement, the Corporation grants to the Underwriters a one-time, unassignable right (the “ Over-Allotment Option ”) to purchase, severally and not jointly, in whole or in part, from time to time, not later than the 30[th] day after the Closing Date up to an aggregate of 204,600 additional Common Shares from the Corporation at the Option Closing Time (as defined below), representing not more than 15% of the number of Purchased Shares, at a purchase price per share equal to the Purchase Price and otherwise on the same basis as the purchase of the Purchased Shares. If the Lead Underwriter, on behalf of the Underwriters acting at their joint discretion, elects to exercise the Over-Allotment Option, the Lead Underwriter shall provide written notice (the “ Exercise Notice ”) to the Corporation, which Exercise Notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased (the “ Option Closing Date ”). Such date may be the same as the Closing Date but not earlier than the Closing Date and shall be at least three Business Days (as defined below), but not more than five Business Days, after the date on which the Exercise Notice is delivered to the Corporation. The Additional Shares may be purchased for market stabilization purposes and for covering over-allotments made in connection with the offering of

Common Shares pursuant to the Prospectus. If any Additional Shares are purchased from the Corporation, each Underwriter agrees, severally and not jointly, to purchase such portion of Additional Shares (subject to such adjustments to eliminate fractional shares as the Lead Underwriter may determine) as is set out in Section 22 opposite the name of such Underwriter.

The Underwriters understand that the Corporation has prepared and filed, in the English and French languages, a preliminary short form base shelf prospectus dated January 13, 2020 (together with the documents incorporated by reference therein, the “ Preliminary Base Prospectus ”), and a final short form base shelf prospectus dated January 31, 2020 (together with the Documents Incorporated by Reference (as defined below) therein and any supplements or amendments thereto, the “ Base Prospectus ”), in respect of up to $100,000,000 aggregate initial offering price of Common Shares, preferred shares, warrants, units, subscription receipts, debt securities, and securities comprised of one or more of the previously noted securities of the Corporation, omitting the Shelf Information (as defined below) in accordance with the Shelf Procedures (as defined below) and that the Corporation has received a preliminary Passport System (as defined below) decision from the Ontario Securities Commission evidencing the issuance or deemed issuance by each of the Canadian Securities Regulators (as defined below) of receipts for the Preliminary Base Prospectus on January 14, 2020 and a Passport System decision from the Ontario Securities Commission evidencing the issuance or deemed issuance by each of the Canadian Securities Regulators of receipts for the Base Prospectus on February 3, 2020. The Corporation has also prepared and intends to file, without delay on or before the Qualifying Deadline (as defined below), a prospectus supplement, in the English and French languages, relating to the offering of the Shares with the Canadian Securities Regulators, in accordance with the Shelf Procedures (including the Documents Incorporated by Reference therein, the “ Prospectus Supplement ”), and all necessary related documents in order to qualify the distribution of the Shares for distribution in each of the Qualifying Jurisdictions (as defined below) on or before the Qualifying Deadline.

The Underwriters propose to distribute the Purchased Shares and, if any, the Additional Shares, in the Qualifying Jurisdictions pursuant to the Prospectus, and in the United States (as defined below), in compliance with the exemption from registration under the U.S. Securities Act (as defined below) provided by Rule 144A (as defined below) thereunder, all in the manner contemplated by this Agreement. The Corporation and the Underwriters acknowledge and agree that the Shares have not and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold within the United States except in transactions that are exempt from the registration requirements of such laws. The Shares may also be distributed outside of Canada and the United States where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdictions provided that the Corporation is provided notice of and consents to such sales and that no prospectus filing or comparable obligation arises and the Corporation does not thereafter become subject to continuous disclosure obligations in such jurisdictions.

DEFINITIONS

In this Agreement:

“ Additional Shares ” means up to 204,600 additional Common Shares distributed under the Prospectus in excess of the 1,364,000 Purchased Shares, being the Common Shares issued and sold by the Corporation to the Underwriters on the exercise of the Over-Allotment Option, if any, as the context requires;

“ affiliate ”, “ distribution ”, “ material change ”, “ material fact ”, “ misrepresentation ”, and “ subsidiary ” have the respective meanings given to them in the Securities Act (Ontario);

“ Agreement ” means the agreement resulting from the acceptance by the Corporation of the offer made by the Underwriters by this letter;

“ AIF ” means the annual information form of the Corporation dated November 25, 2019 for its fiscal year ended September 30, 2019;

“ Anti-Money Laundering Laws ” has the meaning given to it in Section 6(nn);

“ Bank Business ” has the meaning given to it in Section 29;

“ Base Prospectus ” has the meaning given to it above;

“ Bid Letter ” means the engagement letter between the Corporation and the Lead Underwriter dated February 13, 2020, as amended on February 14, 2020;

“ Business Day ” means any day, other than a Saturday or Sunday, on which Canadian chartered banks in Toronto, Ontario are open for commercial banking business during normal banking hours;

“ Canadian Securities Laws ” means all applicable securities laws in each of the Qualifying Jurisdictions and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published policies, policy statements and notices of the securities regulatory authorities in the Qualifying Jurisdictions;

“ Canadian Securities Regulators ” means the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions;

“ Claim ” has the meaning given to it in Section 18(b);

“ Closing ” means the completion of the issue and sale by the Corporation, and the purchase by the Underwriters, of the Purchased Shares pursuant to this Agreement;

“ Closing Date ” means February 25, 2020 or such other date as the Corporation and the Underwriters may agree upon in writing, or as may be changed pursuant to this Agreement, but in any event shall not be later than March 2, 2020;

“ Closing Time ” means 8:00 a.m. (Toronto time) on the Closing Date;

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

“ Corporation ” has the meaning given to it above;

“ Credit Facility ” means the $60 million credit facility of the Corporation with an affiliate of RBC Dominion Securities Inc.

“ Documents Incorporated by Reference ” means collectively , as applicable, (i) the Financial Statements, (ii) the management’s discussion and analysis of the Corporation for the three month period ended December 31, 2019, (iii) the AIF, (iv) the management’s discussion and analysis of the Corporation for its fiscal year ended September 30, 2019, (v) the MIC; (vi) the MCR; and (vii) the Marketing Materials, incorporated by reference in the Prospectus, and any other documents prepared by the Corporation and filed with the Canadian Securities Regulators that are required to be incorporated by reference in the Prospectus under Canadian Securities Laws;

“ Employment Laws ” has the meaning given to it in Section 6(ee);

“ Environmental Laws ” means any federal, state, provincial, territorial or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials or Conditions, and “ Hazardous Materials or Conditions ” means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws;

“ Exercise Notice ” has the meaning given to it above;

“ Financial Information ” means the Financial Statements and auditors’ reports, any management’s discussion and analysis and business acquisition reports, and similar financial information contained in or incorporated by reference in the Prospectus;

“ Financial Statements ” means the audited annual consolidated financial statements of the Corporation for its fiscal year ended September 30, 2019, together with the related auditors’ report thereon and notes to such financial statements, and the unaudited interim condensed consolidated financial statements of the Corporation for the three month period ended September 30, 2019, together with the notes to such financial statements;

“ 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, rule or regulation-making organizations or entities:

(a) 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
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(b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

“ Governmental Licences ” has the meaning given to it in Section 6(cc);

“ Indemnified Party ” has the meaning given to it in Section 18(b);

“ Intellectual Property ” has the meaning given to it in Section 6(ll);

“ IT Systems ” has the meaning given to it in Section 6(uu);

“ knowledge ” means, as it pertains to the Corporation, the actual knowledge of the President and Chief Executive Officer and the Chief Financial Officer and Corporate Secretary of the Corporation after having made reasonable inquiry;

“ Lead Underwriter ” has the meaning given to it above;

“ Lien ” means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition which, in substance, secures payment or performance of an obligation;

“ Marketing Materials ” means collectively, the term sheets dated February 13, 2020 and February 14, 2020 prepared for potential investors in connection with the offering of Shares pursuant to the Prospectus;

“ Material Adverse Effect ” means any effect, change, event or occurrence that is, or is reasonably likely to be, materially adverse to the results of operations, condition (financial or otherwise), assets, properties, capital, liabilities (contingent or otherwise), cash flow, income or business operations of the Corporation and its subsidiaries taken as a whole;

“ Material Subsidiary ” means Calian Ltd., a corporation existing under the federal laws of Canada;

“ MCR ” means the material change report of the Corporation dated February 14, 2020 in respect of the offering of Shares pursuant to the Prospectus;

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

“ MIC ” means the management information circular of the Corporation dated December 11, 2019 regarding the annual and special meeting of its shareholders held on February 6, 2020;

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

“ NI 44-102 ” means National Instrument 44-102 – Shelf Distributions ;

“ notice ” has the meaning given to it in Section 27;

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

“ OFAC ” has the meaning given to it in Section 6(qq);

“ Option Closing Date ” has the meaning given to it above;

“ Option Closing Time ” means 8:00 a.m. (Toronto time) on the Option Closing Date;

“ Over-Allotment Option ” has the meaning given to it above;

“ Passport System ” means the passport system procedures provided for under MI 11-102 and NP 11-202;

“ Personal Data ” has the meaning given to it in Section 6(uu);

“ Preliminary Base Prospectus ” has the meaning given to it above;

“ Prospectus ” means, collectively, the Base Prospectus, as supplemented by the Prospectus Supplement and as amended by any Prospectus Amendment, which, together, will qualify the distribution of the Shares in the Qualifying Jurisdictions (in both English and French languages unless the context indicates otherwise);

“ Prospectus Amendment ” means any amendment to the Base Prospectus or the Prospectus Supplement;

“ Prospectus Supplement ” has the meaning given to it above;

“ Purchase Price ” has the meaning given to it above;

“ Purchased Shares ” has the meaning given to it above;

“ Qualification Deadline ” means 11:00 p.m. (Toronto time) on February 18, 2020, or such later date and time as the Corporation and the Lead Underwriter, on behalf of the Underwriters, may mutually agree upon in writing;

“ Qualifying Jurisdictions ” means all of the provinces of Canada;

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

“ SEC ” means the United States Securities and Exchange Commission;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ Selling Firm ” has the meaning given to it in Section 3(a);

“ Shares ” has the meaning given to it above;

“ Shelf Information ” means, collectively, the information included in the Prospectus Supplement that is permitted under the Shelf Procedures to be omitted from the Base Prospectus for which receipts or other evidences of acceptance have been obtained but that is deemed under the Shelf Procedures to be incorporated by reference into the Base Prospectus as of the date of and by virtue of the Prospectus Supplement;

“ Shelf Procedures ” means NI 44-101 and NI 44-102;

“ TSX ” means the Toronto Stock Exchange;

“ Underwriter ” and “ Underwriters ” have the respective meanings given to them above;

“ Underwriters’ Information ” has the meaning given to it in Section 5(a);

“ Underwriting Fee ” has the meaning given to it in Section 13;

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

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

“ U.S. Placement Memorandum ” means the U.S. private placement memorandum (which shall include the Base Prospectus and Prospectus Supplement, respectively as well as a Prospectus Amendment, if any) used to make offers and sales of Shares in the United States pursuant to Rule 144A;

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

“ U.S. Securities Laws ” means the U.S. federal securities laws, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and applicable state securities laws.

Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words importing gender include all genders. References to “Sections”, “paragraphs” and “clauses” are to the appropriate section, paragraph or clause of this Agreement.

All references to dollars or “$” are to Canadian dollars unless otherwise expressed.

TERMS AND CONDITIONS

1. Compliance with Securities Laws

The Corporation represents and warrants to the Underwriters that the Corporation has prepared and filed the Preliminary Base Prospectus and the Base Prospectus with the Canadian Securities Regulators and has obtained a Passport System decision from the Ontario Securities Commission evidencing the issuance or deemed issuance by each of the Canadian Securities Regulators of receipts for the Base Prospectus.

The Corporation covenants with the Underwriters that it will, as soon as possible following the execution of this Agreement but, in any event, no later than the Qualification Deadline, file the Prospectus Supplement including the Shelf Information in a form approved by the Underwriters, acting reasonably, in accordance with the Passport System with the Ontario Securities

Commission (in its capacity as the principal regulator under the Passport System) and with the Canadian Securities Regulators in each of the Qualifying Jurisdictions, and advise the Underwriters promptly when such filing has been made. The Corporation will promptly fulfill and comply with, to the satisfaction of the Underwriters, acting reasonably, the Canadian Securities Laws required to be fulfilled or complied with by the Corporation to enable the Shares to be lawfully distributed to the public in the Qualifying Jurisdictions through the Underwriters or any Selling Firm appointed pursuant to subsection 3(a) registered as such in the Qualifying Jurisdictions.

2. Due Diligence

Prior to the filing of the Prospectus Supplement or any Prospectus Amendment, the Corporation shall permit the Underwriters to review and participate in the preparation of the Prospectus Supplement or any Prospectus Amendment and shall allow each of the Underwriters to conduct any due diligence investigations which it reasonably requires in order to fulfil its obligations as an underwriter under the Canadian Securities Laws and in order to enable it to responsibly execute the certificate in the Prospectus Supplement required to be executed by it. Following the filing of the Prospectus Supplement up to the later of the Closing Date and the date of completion of the distribution of the Shares, the Corporation shall allow each of the Underwriters to conduct any due diligence investigations which it reasonably requires in order to fulfill its obligations as an underwriter under the Canadian Securities Laws.

Restrictions on Sale
(a) The Corporation agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Shares. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Shares (a “ Selling Firm ”), to comply with the Canadian Securities Laws and any other applicable securities laws in connection with the distribution of the Shares and shall offer the Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Shares only in those jurisdictions where they may be lawfully offered for sale or sold.
(b) The Underwriters shall, and shall require any Selling Firm to agree to, observe and distribute the Shares in a manner that complies with, all applicable laws and regulations (including Rule 144A) in each jurisdiction into and from which they may offer to sell the Shares or distribute the Prospectus or the U.S. Placement Memorandum in connection with the distribution of the Shares and will not, directly or indirectly, offer, sell or deliver any Shares or deliver the Prospectus or the U.S. Placement Memorandum to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States, except as may be agreed to by the Corporation and in a manner which will not require the Corporation to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the
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applicable securities laws of such other jurisdictions, in each case in accordance with the provisions of this Agreement.

(c) Notwithstanding the foregoing, an Underwriter will not be liable for any breach under this Section 3 or Schedule A to this Agreement by another Underwriter if the Underwriter first mentioned is not itself also in breach of this Section 3 or Schedule A.
(d) For the purposes of this Section 3, the Underwriters shall be entitled to assume that the Shares are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Preliminary Base Prospectus and the Base Prospectus shall have been obtained from the applicable Canadian Securities Regulator following the filing of the Preliminary Base Prospectus and the Base Prospectus unless the Underwriters receive written notice to the contrary from the Corporation or a Canadian Securities Regulator.
(e) The Corporation and the Underwriters hereby acknowledge that the Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except to Qualified Institutional Buyers (as defined in Rule 144A) in accordance with Rule 144A and the applicable laws of any U.S. state. Accordingly, the Corporation and each of the Underwriters hereby agree that offers and sales of the Shares in the United States shall be conducted only in the manner specified in Schedule A hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.
(f) Each Underwriter represents and warrants to the Corporation and acknowledges that the Corporation is relying upon such representations and warranties in entering into this Agreement, that such Underwriter is registered to carry on business as an investment dealer in each of the Qualifying Jurisdictions where such Underwriter sells Shares pursuant to this Agreement.

Delivery of Documents

(a) On or prior to the time of filing of the Prospectus Supplement, the Corporation shall deliver to each of the Underwriters (except to the extent such documents have been previously delivered to the Underwriters or are available on SEDAR):
(i) a copy of each of the Prospectus and any Prospectus Amendment in the English language signed by the Corporation as required by the Canadian Securities Laws in the Qualifying Jurisdictions other than the Province of Québec;
(ii) a copy of each of the Prospectus and any Prospectus Amendment in the French language signed by the Corporation as required by the Canadian Securities Laws applicable in the Province of Québec;
(iii) a copy of each of the Documents Incorporated by Reference;
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(iv) a copy of the U.S. Placement Memorandum;
(v) a copy of any other document required to be filed by the Corporation under the Canadian Securities Laws;
(vi) an opinion of Dentons Canada LLP, dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language version of the Prospectus (except for information under the heading “ Consolidated Capitalization ”), the AIF, the MIC, the MCR (excluding Schedules “A” and “B” thereto) and the Marketing Materials, and except for any Financial Information, as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and proper translation of the English language version thereof;
(vii) an opinion of Deloitte LLP, dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language version of the Financial Information contained in the Prospectus is, in all material respects, a complete and accurate translation of the English language version thereof;
(viii) a “long-form” comfort letter of Deloitte LLP, dated the date of the Prospectus Supplement (with the requisite procedures to be completed by such auditors no later than two Business Days prior to the date of the Prospectus Supplement), addressed to the Underwriters, the Corporation and the directors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to certain financial and numerical information relating to the Corporation contained in the Prospectus, which letter shall be in addition to the auditors’ report contained in the Prospectus and any auditors’ comfort letter addressed to the Canadian Securities Regulators; and
(ix) a copy of the letter from the Toronto Stock Exchange advising the Corporation that conditional approval of the listing of the Shares has been granted by the Toronto Stock Exchange, subject to the satisfaction of the customary conditions set out therein.
(b) In the event that the Corporation is required by the Canadian Securities Laws to prepare and file a Prospectus Amendment, the Corporation shall prepare and deliver promptly to the Underwriters signed copies of such Prospectus Amendment in the English and French languages. Any Prospectus Amendments shall be in form and substance satisfactory to the Underwriters, acting reasonably. Concurrently with the delivery of any Prospectus Amendment, the Corporation shall deliver to the Underwriters, with respect to such Prospectus Amendment, documents similar to those referred to in Sections 4(a)(iv), (a)(v), (a)(vi), (a)(vii) and (a)(viii).
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(c) The Underwriters shall deliver a copy of the Prospectus, any Prospectus Amendment and the U.S. Placement Memorandum, as applicable, to each purchaser of Shares.

5. Representations as to Prospectus and Prospectus Amendments

Each filing or delivery to the Underwriters of the Prospectus Supplement, any Prospectus Amendment and the U.S. Placement Memorandum shall constitute a representation and warranty by the Corporation to the Underwriters that, as at their respective dates and as at the date of delivery or filing:

(a) the information and statements (except information and statements relating solely to the Underwriters which have been provided by the Underwriters specifically for use in the Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment (collectively, “ Underwriters’ Information ”)) contained in the Prospectus, the U.S. Placement Memorandum and any Prospectus Amendment are true and correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Shares;
(b) no material fact has been omitted from such disclosure that is required to be stated in such disclosure or that is necessary to make a statement contained in such disclosure not misleading in light of the circumstances under which it was made; and
(c) except with respect to any Underwriters’ Information, such documents comply in all material respects with the requirements of Canadian Securities Laws or U.S. Securities Laws, as applicable, pursuant to which it was or is prepared, and, as applicable, filed.

Such delivery to the Underwriters or filings shall also constitute the Corporation’s consent to the Underwriters’ use of the Prospectus and any Prospectus Amendment in connection with the distribution of the Shares in the Qualifying Jurisdictions in compliance with this Agreement and Canadian Securities Laws and the use of the U.S. Placement Memorandum for offers and sales of the Shares in the United States pursuant to Rule 144A.

6. Additional Representations and Warranties of the Corporation

The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in purchasing the Shares, if any, that:

(a) except as otherwise disclosed in the Prospectus or publicly disclosed by the Corporation, since September 30, 2019, (i) there has been no material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its subsidiaries taken as a whole, (ii) there have been no transactions entered into by the Corporation or any of its subsidiaries which are material with respect to the Corporation and its subsidiaries taken as a whole, other than those in the ordinary course of business, and (iii) there has been no
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dividend or distribution of any kind declared, paid or made by the Corporation on any class of its shares;

(b) the Corporation is a corporation existing under the federal laws of Canada and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect;
(c) the Material Subsidiary is a corporation existing under the federal laws of Canada and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect;
(d) other than the Material Subsidiary, the Corporation does not have any subsidiary the total assets of which accounted for more than 10% of the Corporation’s consolidated assets as of September 30, 2019 or the total operating revenues of which accounted for more than 10% of the Corporation’s consolidated operating revenues for the fiscal year ended September 30, 2019. In aggregate, the subsidiaries of the Corporation other than the Material Subsidiary accounted for less than 20% of each of the Corporation’s consolidated assets as at September 30, 2019 and the Corporation’s consolidated operating revenues for the fiscal year ended September 30, 2019;
(e) the Corporation has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder (including the execution and delivery of the Prospectus and any Prospectus Amendment and the filing of each of them with the Canadian Securities Regulators), and each of the Corporation and the Material Subsidiary has the requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on its business as currently carried on or as proposed to be carried on;
(f) the Corporation has authorized share capital consisting of an unlimited number of Common Shares and an unlimited number of preferred shares, of which 8,066,572 Common Shares are issued and outstanding and nil preferred shares are issued and outstanding as of the date hereof. No person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued shares of the Corporation, except as disclosed in the Prospectus;
(g) all of the issued and outstanding Common Shares have been duly and validly authorized and issued, and are fully paid and non-assessable shares of the Corporation, and none of the outstanding Common Shares of the Corporation were issued in violation of the pre-emptive or similar rights of any securityholder of the Corporation;
(h) all of the issued and outstanding shares or other equity interests in the subsidiaries of the Corporation are 100% owned directly or indirectly by the Corporation free and clear of all Liens other than Liens granted in connection with the Credit
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Facility as disclosed in the Prospectus; in addition, all of the issued and outstanding shares or other equity interests in the subsidiaries of the Corporation have been duly and validly authorized and issued by the subsidiaries of the Corporation and are fully paid and non-assessable shares or other equity interests of such subsidiaries;

(i) other than (i) the shares of the subsidiaries of the Corporation; and (ii) other investments of unallocated funds in short term investment grade debt obligations, the Corporation does not own, directly or indirectly, any shares or any other equity or debt securities of any corporation or company or have any equity interest in any firm, partnership (limited, general or otherwise), limited liability company, unlimited liability company, joint venture, association or other entity, except as disclosed in the Prospectus;
(j) the Financial Statements have been prepared in conformity with International Financial Reporting Standards applied on a consistent basis throughout the periods involved and present fairly in all material respects the financial position, results of operations and cash flows of the Corporation as at the dates of such statements. The information under the heading “Consolidation Capitalization” contained in the Prospectus has been compiled on a basis consistent with that of the Financial Statements;
(k) neither the Corporation nor any of its subsidiaries has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that are individually or in the aggregate material and continue to be outstanding except (i) as disclosed or contemplated in the Prospectus, or (ii) as incurred in the ordinary course of business by the Corporation or its subsidiaries, as the case may be, and which do not have a Material Adverse Effect;
(l) no acquisition has been made by the Corporation during its three most recently completed fiscal years that would be a significant acquisition for the purposes of the 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 Prospectus, would be a significant acquisition for the purposes of the Canadian Securities Laws, in each case, that would require the prescribed disclosure in the Prospectus pursuant to such laws;
(m) the Corporation maintains a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards and maintains a system of disclosure controls and procedures that is designed to provide reasonable assurances that information required to be disclosed by the Corporation under the Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified under Canadian Securities Laws and to ensure that information required to be disclosed by the Corporation under the Canadian Securities Laws is accumulated and communicated to the Corporation’s management, including its
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Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure;

(n) no director or officer, or any other person not dealing at arm’s length with, the Corporation or its subsidiaries, will continue after the Closing to be engaged in any material transaction or arrangement with or to be a party to a material contract with, or has any indebtedness, liability or obligation to, the Corporation or its subsidiaries, except as disclosed in the Prospectus or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Corporation or its subsidiary as described in the Prospectus;
(o) except as would not have a Material Adverse Effect, neither the Corporation nor the Material Subsidiary is in breach or violation of, and the execution and delivery of this Agreement and the performance by the Corporation of its obligations under this Agreement will not result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents or by-laws of the Corporation or the Material Subsidiary, as the case may be, or any resolution of the directors or shareholders of the Corporation or the Material Subsidiary, as the case may be, or any material contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence or regulation applicable to the Corporation or the Material Subsidiary, as the case may be, and will not give rise to any Lien in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or the Material Subsidiary or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting any of them or any of their properties or assets;
(p) no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority or other person is required of the Corporation in connection with the execution and delivery of or with the performance by the Corporation of its obligations under this Agreement, except as disclosed in the Prospectus or as required by the Canadian Securities Laws or United States securities laws with regard to the distribution of the Shares, if any, in the Qualifying Jurisdictions and in the United States;
(q) neither the Corporation nor the Material Subsidiary has knowledge of any pending change or contemplated change to any applicable law or regulation or governmental position that would have a Material Adverse Effect;
(r) this Agreement and the performance of the Corporation’s obligations hereunder (including the execution and delivery of the Preliminary Base Prospectus, the Base Prospectus, the Prospectus Supplement and any Prospectus Amendments and the filing of each of them with the Canadian Securities Regulators) have been duly authorized by all necessary corporate action, and this Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in
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accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law;

(s) other than the Corporation’s shareholders rights plan, there are no shareholders’ agreements, voting agreements, investors’ rights agreements or other agreements in force or effect which in any manner affects or will affect the voting or control of any of the securities of the Corporation or the Material Subsidiary or the operations or affairs of the Corporation or the Material Subsidiary;
(t) the attributes attaching to the Shares when issued will be consistent in all material respects with the description thereof in the Prospectus;
(u) the Shares have been duly and validly authorized and, when issued or delivered in accordance with this Agreement, will be validly issued as fully paid and nonassessable shares of the Corporation and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;
(v) to the knowledge of the Corporation, no securities commission, stock exchange or comparable authority has issued any order requiring trading in any of the Corporation’s securities to cease, preventing or suspending the use of the Preliminary Base Prospectus, the Base Prospectus, the Prospectus Supplement, the U.S. Placement Memorandum or any Prospectus Amendment or preventing the distribution of the Shares in any Qualifying Jurisdiction or the United States nor instituted proceedings for that purpose and, to the knowledge of the Corporation, no such proceedings are pending or contemplated;
(w) AST Trust Company (Canada), at its principal office in the City of Toronto, has been duly appointed as registrar and transfer agent for the Common Shares;
(x) except (i) as disclosed in the Prospectus, or (ii) where, if determined adversely to the Corporation or the Material Subsidiary, such matters would not individually or collectively be material or affect the validity of the issuance and sale of the Shares under this Agreement, there is no litigation or governmental or other material proceeding or investigation at law or in equity before any Governmental Authority, domestic or foreign, in progress, pending, or, to the Corporation’s knowledge, threatened (and the Corporation does not know of any basis therefor) against, or involving the assets, properties or business of, the Corporation or the Material Subsidiary, nor are there any matters under discussion with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority, and to the Corporation’s knowledge there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, taxes, governmental charges, orders or assessments;
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(y) the Shares are conditionally listed for trading on the Toronto Stock Exchange, subject to the satisfaction of customary conditions required by such exchange;
(z) Deloitte LLP is independent with respect to the Corporation within the meaning of the rules of professional conduct applicable to auditors in the province of Ontario; and there has not been any reportable event (within the meaning of National Instrument 51 102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) with such firm;
(aa) all tax returns required to be filed by the Corporation and its subsidiaries on or prior to the date hereof have been filed, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto, due or claimed to be due have been paid, other than non-material amounts or those being contested in good faith and for which adequate reserves have been provided, and neither the Corporation nor any of its subsidiaries is a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, any payment of taxes or any assessment thereof; there is no tax deficiency which has been asserted against the Corporation or any of its subsidiaries which would have a Material Adverse Effect, and all material tax liabilities are adequately provided for in accordance with Canadian generally accepted accounting principles within the Financial Statements for all periods up to September 30, 2019; there are no assessments or investigations in progress or, to the knowledge of the Corporation, pending or threatened (and the Corporation does not know of any basis therefor), against the Corporation in respect of taxes; there are no Liens for taxes upon the assets of the Corporation;
(bb) except where non-compliance does not have and may not reasonably be expected to have a Material Adverse Effect, each of the Corporation and its subsidiaries has conducted and are conducting their business in compliance with all applicable laws, rules and regulations of each jurisdiction in which they carry on business and neither the Corporation nor any of its subsidiaries has received any notice of any alleged violation of any such laws, rules and regulations.
(cc) each of the Corporation and its subsidiaries possess such permits, licences, approvals, consents and other authorizations (collectively, “ Governmental Licences ”) issued by Governmental Authorities necessary to conduct the business now operated by them, except where the failure to so possess would not, individually or in the aggregate, have a Material Adverse Effect and all such Governmental Licences are valid and existing and in good standing in all material respects. Each of the Corporation and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licences, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect;
(dd) except as described in the Prospectus or for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) neither the Corporation nor any of its subsidiaries is in violation of any Environmental Laws, (ii) the Corporation and its subsidiaries have all permits, authorizations and
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approvals required under any applicable Environmental Laws and are each in compliance with their requirements, and (iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Corporation or its subsidiaries, and there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, orders, directions, notices of non-compliance or violation, investigation or proceedings;

(ee) (i) each of the Corporation and its subsidiaries is in compliance, in all material respects, with the provisions of all applicable federal, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours (collectively, “ Employment Laws ”); (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, or, to the knowledge of the Corporation, pending, or, threatened (and the Corporation does not know of any basis therefor), and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, or, to the knowledge of the Corporation, pending or threatened (and the Corporation does not know of any basis therefor) with any employee of the Corporation or its subsidiaries that would have a Material Adverse Effect, and, to the knowledge of the Corporation, none has occurred during the past year; and (iii) no union has been accredited or otherwise designated to represent any employees of the Corporation or its subsidiaries and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation or any of its subsidiaries, and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Corporation or any of its subsidiaries’ facilities and none is currently being negotiated by the Corporation or any of its subsidiaries;
(ff) the Corporation has no knowledge that any existing supplier, manufacturer or contractor of the Corporation or the Material Subsidiary intends to terminate its relationship with the Corporation or the Material Subsidiary or that it will be unable to meet any of the Corporation’s or the Material Subsidiary’s material supply, manufacturing or contracting requirements;
(gg) none of the Corporation or any of its subsidiaries owns any real property;
(hh) neither the Corporation nor the Material Subsidiary is in default or breach, in any material respect, of any real property lease, and neither the Corporation nor the Material Subsidiary has received any notice or other communication from the owner or manager of any real property leased by the Corporation or the Material Subsidiary that the Corporation or the Material Subsidiary is not in compliance with any real property lease, and to the knowledge of the Corporation, no such notice or other communication is pending or has been threatened;
(ii) the Corporation maintains such policies of insurance, issued by responsible insurers, as are appropriate to its operations, property and assets, in such amounts
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and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets and all such policies of insurance will at Closing continue to be in full force and effect; and neither the Corporation nor the Material Subsidiary is in default as to the payment of premiums or otherwise, under the terms of any such policy;

(jj) each of the Corporation and its subsidiaries has good and marketable title to all of its assets and property and, except for the sale of inventory in the ordinary course of business or except under Liens granted in connection with the Credit Facility, no person has any contract or any right or privilege capable of becoming a right to purchase any personal property from the Corporation or any of its subsidiaries that would have a Material Adverse Effect;
(kk) except as disclosed in the Prospectus or any intercompany debt, none of the Corporation nor any of its subsidiaries have outstanding any debentures, notes, mortgages, or other indebtedness that is material to the Corporation and its subsidiaries taken as a whole;
(ll) (A) each of the Corporation and the Material Subsidiary owns all rights in or has obtained valid and enforceable licenses or other rights to use, the patents, patent applications, inventions, copyrights, know how (including trade secrets and other proprietary or confidential information), trade-marks (both registered and unregistered), trade names or any other intellectual property (collectively, “ Intellectual Property ”), as described in the Prospectus as being owned or licensed by the Corporation or the Material Subsidiary or which is used for the conduct of the Corporation’s business as currently carried on, and except as disclosed in the Prospectus and the Credit Facility, free and clear of any Lien or interest of any kind or nature affecting the assets of the Corporation; (B) to the extent any material Intellectual Property owned by the Corporation or the Material Subsidiary has been created in whole or in part by current or past employees, consultants or independent contractors, any rights therein of such persons have been irrevocably assigned in writing to the Corporation and, as applicable, such persons have waived all moral rights in such person’s contribution to such Intellectual Property or component thereof; (C) there are no third parties who have or, to the knowledge of the Corporation, will be able to establish rights to any material Intellectual Property owned or licensed by the Corporation or the Material Subsidiary or rights in the subject matter of such Intellectual Property other than as provided in agreements that the Corporation is a party; (D) to the knowledge of the Corporation, there is no infringement by third parties of any Intellectual Property owned, licensed or commercialized by the Corporation; (E) the Corporation has no knowledge of any Intellectual Property held by others that would prevent the development, manufacture, use, sale, lease, license and service of the Corporation’s or the Material Subsidiary’s products now existing or under development by the Corporation or the Material Subsidiary, other than those sourced from third parties; (F) there is no action, suit, proceeding or claim pending or, to the knowledge of the Corporation, threatened by others challenging the Corporation’s rights in or to any Intellectual Property or the validity or scope of any Intellectual Property owned, licensed or commercialized
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by the Corporation and the Material Subsidiary, and the Corporation does not have knowledge of any other fact which could form a reasonable basis for any such action, suit, proceeding or claim; (G) there is no material (individually or in the aggregate) action, suit, proceeding or claim pending or threatened by others that the Corporation or the Material Subsidiary infringes or otherwise violates any Intellectual Property of others; (H) to the knowledge of the Corporation, the Corporation has not failed to prosecute any application and maintain any application or registration, or comply with any agreement or order of any court, which would prevent it from owning, using or commercializing any Intellectual Property currently used, commercialized or proposed to be used or commercialized in the conduct of its business; (I) to the Corporation’s knowledge, all trade secrets and other confidential proprietary information forming part of or in relation to the Intellectual Property being owned or licensed by the Corporation and the Material Subsidiary is and remains confidential to the Corporation or the Material Subsidiary, as the case may be (except for patentable inventions after the filing under applicable laws of patent applications relating to such inventions and in accordance with such applicable laws); (J) the Corporation does not have knowledge of any opinion of a patent agent or patent attorney, whether preliminary in nature or in any other manner qualified, relating to the ability of the Corporation to obtain or sustain valid patent rights to any invention developed by the Corporation; (K) there is no application for registration of any material Intellectual Property owned by the Corporation or the Material Subsidiary with respect to which there has been a determination of unregisterability, and the Corporation does not have knowledge of any fact which could form a reasonable basis for such determination;
(mm) the minute books and corporate records of the Corporation and the Material Subsidiary made available to Osler, Hoskin & Harcourt LLP, counsel to the Underwriters, in connection with the Underwriters’ due diligence investigations are the original minute books and records or true and complete copies thereof and contain copies of all material proceedings of the shareholders, the boards of directors and all committees of the boards of directors of each of such entities that have been minuted or resolved (other than those that relate to the offering of Shares pursuant to the Prospectus, a draft of which has been made available and a final version of which will be provided to the Underwriters at Closing), and there have been no other material meetings, resolutions or proceedings of the shareholders, boards of directors or any committee thereof to the date of review of such corporate records for the three years prior thereto and minute books not reflected in such minute books and other corporate records, other than those which are not material in the context of such entities, as applicable (or those that relate to the offering of Shares pursuant to the Prospectus, a draft of which has been made available and a final version of which will be provided to the Underwriters at Closing);
(nn) the operations of the Corporation and its subsidiaries are and have been conducted at all times in compliance in all material respects with the anti-money laundering laws of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced
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by any Governmental Authority to which they are subject (collectively, the “ AntiMoney Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Corporation or any of its subsidiaries with respect to the Anti-Money Laundering Laws pending or, to the knowledge of the Corporation, threatened;

(oo) neither the Corporation nor any of its subsidiaries nor, to the Corporation’s knowledge, any employee or agent of the Corporation or any of its subsidiaries, has made any contribution or other payment to any official of, or candidate for, any federal, provincial, state or foreign office in violation of any law or of the character required to be disclosed in the Prospectus;
(pp) neither the Corporation nor any of its subsidiaries nor, to the knowledge of the Corporation, any director, officer, agent, employee or other person acting on behalf of the Corporation or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Corporation or any of its subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any government official, or employee from corporate funds; (iii) violated or is in violation of any provision of applicable anti-bribery statute or regulation; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official or employee; and the Corporation and its subsidiaries have conducted their respective businesses in compliance with applicable anti-bribery statutes. The Corporation and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anticorruption laws;
(qq) neither the Corporation nor any of its subsidiaries nor, to the knowledge of the Corporation, any director, officer, agent, employee or person acting on behalf of the Corporation or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”), nor is the Corporation or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of such sanctions; and the Corporation will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of facilitating or financing the activities of or business with any person, or in any country or territory, that currently is the subject to any sanctions administered by OFAC;
(rr) neither the Corporation nor any affiliate of the Corporation has taken, nor will the Corporation or any affiliate take, any action which constitutes stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Shares;
(ss) any statistical and market-related data included in the Prospectus is based on or derived from sources that the Corporation believes to be reliable and accurate, and
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the Corporation has obtained the consent to the use of such data from such sources to the extent required;

(tt) other than as contemplated hereby, there is no person acting at the request of the Corporation who is entitled to any brokerage or agency fee in connection with the sale of the Shares;
(uu) except as disclosed in the Prospectus, the Corporation and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “ IT Systems ”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Corporation and its subsidiaries as currently conducted. The Corporation and its subsidiaries have 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 (including all personal, personally identifiable, sensitive, confidential or regulated data (“ Personal Data ”)) used in connection with their businesses, and except as would not have a Material Adverse Effect, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability. The Corporation and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The Corporation and its subsidiaries have taken all necessary actions to comply in all material respects with applicable laws and regulations with respect to Personal Data for which any non-compliance with same would be reasonably likely to create a material liability;
(vv) the Corporation intends to apply the net proceeds from the issue and sale of the Purchased Shares and Additional Shares, if any, substantially in accordance with the disclosure set out under the heading “Use of Proceeds” in the Prospectus;
(ww) the Corporation is qualified under NI 44-101 to file a prospectus in the form of a short form prospectus in each of the Qualifying Jurisdictions and is eligible to use the Shelf Procedures;
(xx) the Corporation has prepared and filed with the Canadian Securities Regulators in accordance with the Shelf Procedures, the Preliminary Base Prospectus and the Base Prospectus and has obtained receipts for the Preliminary Base Prospectus and the Base Prospectus from the Ontario Securities Commission for and on behalf of itself and each of the other Canadian Securities Regulators. The aggregate amount of all securities issued pursuant to the Base Prospectus does not and, upon completion of the offering of the Shares, will not exceed $100,000,000 being the maximum allowable amount thereunder;
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(yy) the Corporation is a reporting issuer or the equivalent not in default in all of the Qualifying Jurisdictions under the Canadian Securities Laws and the Corporation is in compliance, in all material respects, with all of its applicable continuous disclosure obligations and timely disclosure obligations under the Canadian Securities Laws and the TSX Company Manual;
(zz) there are no reports or information that in accordance with the Canadian Securities Laws must be made publicly available or filed in connection with the offering of the Shares that have not been made publicly available as required; and
(aaa) the filing by the Corporation of any signed Prospectus Amendment or material change report required to be filed under the Canadian Securities Laws will constitute a representation and warranty by the Corporation to the Underwriters that all the information and statements contained therein are true and correct and that no material information has been omitted therefrom which is necessary to make the statements contained therein not misleading in the light of the circumstances in which they were made.
Covenants of the Corporation

The Corporation covenants with the Underwriters that:

(a) it will advise the Underwriters, promptly after receiving notice thereof, of the time when the Prospectus Supplement or any Prospectus Amendment has been filed, and, if applicable, when any receipt for a Prospectus Amendment has been obtained, and will provide evidence satisfactory to the Underwriters, acting reasonably, of each such filing and the issuance or deemed issuance of receipts in respect thereof, as applicable, from all of the Canadian Securities Regulators; and
(b) it will advise the Underwriters, promptly after receiving notice or obtaining knowledge, of (i) the issuance by any Canadian Securities Regulator or U.S. securities regulator of any order suspending or preventing the use of the Preliminary Base Prospectus, the Base Prospectus, the Prospectus Supplement, the U.S. Placement Memorandum or any Prospectus Amendment; (ii) the suspension of the qualification of the Shares for distribution or sale in any of the Qualifying Jurisdictions; (iii) the institution or threatening of any proceeding for any of those purposes; or (iv) any requests made by any Canadian Securities Regulator for amending or supplementing the Prospectus, or for additional information, and will use its reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the withdrawal of the order promptly.
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8. Commercial Copies

The Corporation shall cause commercial copies of the Prospectus Supplement in the English and French languages and the U.S. Placement Memorandum (and any amended or supplemented version thereof) to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written or oral instructions to the printer of such documents. Such delivery shall be effected as soon as possible after filing the Prospectus Supplement with the Canadian Securities Regulators, but in any event on or before 12:00 p.m. (Toronto time) on the first Business Day following the date of this Agreement (for deliveries in Montreal and Toronto) and 12:00 p.m. (local time) on the second Business Day following the date of this Agreement (for deliveries in Canada other than in Montreal and Toronto, and in the United States). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus Supplement for the distribution of the Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and the Canadian Securities Laws and the use of the U.S. Placement Memorandum (and any amended or supplemented version thereof) for the purposes of confirming sales to purchasers in the United States in accordance with Rule 144A. The Corporation shall similarly cause to be delivered commercial copies of any Prospectus Amendments or amendments to the U.S. Placement Memorandum.

9. Change of Closing Date

Subject to the termination provisions contained in Section 17, if a material change or a change in a material fact occurs prior to the Closing Date or the Option Closing Date, if the OverAllotment Option is exercised, the Closing Date or the Option Closing Date, as applicable, shall be, unless the Corporation and the Underwriters otherwise agree in writing or unless otherwise required under Canadian Securities Laws, the sixth Business Day following the later of:

(a) the date on which all applicable filings or other requirements of Canadian Securities Laws with respect to such material change or change in a material fact have been complied with in all Qualifying Jurisdictions and any appropriate receipt(s) obtained for such filings and notice of such filings from the Corporation or its counsel have been received by the Underwriters; and
(b) the date upon which the commercial copies of any Prospectus Amendments and amendments to the U.S. Placement Memorandum have been delivered in accordance with Section 8,

however, in no event shall the Closing Date be later than March 2, 2020.

10. Completion of Distribution

The Underwriters shall, and shall cause each Selling Firm to, after the Closing Time:

(a) use commercially reasonable efforts to complete distribution of the Shares as promptly as possible; and
(b) give prompt written notice to the Corporation when, in the opinion of the Underwriters, they have completed distribution of the Shares, including notice of
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the total proceeds realized or number of Shares sold in each of the Qualifying Jurisdictions and any other jurisdiction from such distribution.

11. Material Change or Change in Material Fact During Distribution

(a) During the period from the date of this Agreement to the later of the Closing Date and the date of completion of distribution of the Shares under the Prospectus and the U.S. Placement Memorandum, the Corporation shall promptly notify the Underwriters in writing of:
(i) any of the representations or warranties made by the Corporation in this Agreement being no longer true and correct;
(ii) any filing made by the Corporation of information relating to the offering of the Shares with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction except to the extent such filing has been previously delivered to the Underwriters or are available on SEDAR;
(iii) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its subsidiaries taken as a whole;
(iv) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus or the U.S. Placement Memorandum had the fact arisen or been discovered on, or prior to, the date of such document; and
(v) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment which fact or change is, or may be, of such a nature as to render any statement in the Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment or which would result in the Prospectus or any Prospectus Amendment not complying (to the extent that such compliance is required) with Canadian Securities Laws, in each case, as at any time up to and including the later of the Closing Date and the date of completion of the distribution of the Shares.
(b) The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of a fact or change referred to in Section 11(a), provided that the Corporation shall not file any Prospectus Amendment or other document without first obtaining from the Underwriters the approval of the Underwriters, after
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consultation with the Underwriters with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. The Corporation shall in good faith discuss with the Lead Underwriter any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 11.

(c) Furthermore, during the period from the date of this Agreement to the later of the Closing Date and the date of completion of distribution of the Shares under the Prospectus and the U.S. Placement Memorandum, the Corporation shall promptly provide the Underwriters and its counsel drafts of any press release of the Corporation (other than press releases issued in the ordinary course) or the offering of the Shares for review and approval by the Underwriters, such approval not to be unreasonably withheld or delayed, prior to issuance.

12. Change in Canadian Securities Laws

If during the period of distribution of the Shares there shall be any change in Canadian Securities Laws which requires the filing of a Prospectus Amendment, the Corporation shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Prospectus Amendment with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions where such filing is required.

13. Services Provided by Underwriters and Underwriting Fee

In consideration of the Underwriters’ agreement to purchase the Purchased Shares and the Additional Shares, if any, which will result from the acceptance by the Corporation of this offer and in consideration of the services to be rendered by the Underwriters in connection therewith, the Corporation agrees to pay to the Underwriters a fee in the amount of 5.0% of the gross proceeds of the Purchased Shares purchased from the Corporation by the Underwriters at the Closing Time and a further 5.0% of the gross proceeds of the Additional Shares, if any, purchased by the Underwriters from the Corporation at the Option Closing Time (the “ Underwriting Fee ”).

14. Delivery of Purchase Price, Underwriting Fee and Shares

The purchase and sale of the Purchased Shares and any Additional Shares shall be completed at the Closing Time or Option Closing Time, as the case may be, at the Toronto offices of Dentons Canada LLP, or at such other place as the Underwriters and the Corporation may agree upon.

At the Closing Time or the Option Closing Time, as the case may be, the Corporation shall duly and validly deliver to the Underwriters one or more definitive share certificate(s) representing the Purchased Shares or the Additional Shares, as the case may be, registered in the name of “CDS & Co.” or in such other name or names as the Lead Underwriter may direct the Corporation in writing not less than 48 hours prior to the Closing Time or the Option Closing Time, as the case may be. Alternatively, if requested by the Lead Underwriter, at the Closing Time or the Option Closing Time, as the case may be, the Corporation shall duly and validly deliver in uncertificated form to the Underwriters, or in the manner directed by the Underwriters in writing, the Purchased Shares or the Additional Shares, as the case may be, registered in the

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name of “CDS & Co.” or in such other name or names as the Lead Underwriter may direct the Corporation in writing not less than 48 hours prior to the Closing Time or the Option Closing Time, as the case may be.

In either case, delivery by the Corporation of the Purchased Shares or the Additional Shares shall be against payment by the Underwriters to the Corporation of the Purchase Price for the Purchased Shares or the Additional Shares, as the case may be, by wire transfer of immediately available funds together with a receipt signed by the Lead Underwriter for such Purchased Shares or Additional Shares, as the case may be, and for receipt of the Underwriting Fee.

15. Delivery of Shares

The Corporation shall, prior to the Closing Date and the Option Closing Date, make all necessary arrangements for the preparation and delivery (and, in the case of definitive certificates, execution of such definitive certificate(s) representing the Purchased Shares or the Additional Shares, as the case may be) of the Purchased Shares or the Additional Shares on the Closing Date or the Option Closing Date, as applicable, in the City of Toronto.

The Corporation shall pay all fees and expenses payable to AST Trust Company (Canada) in connection with the preparation and delivery (and, in the case of definitive certificates, execution of such definitive certificate(s) representing the Purchased Shares or the Additional Shares, as the case may be) of the Purchased Shares or Additional Shares contemplated by this Section 15 and the fees and expenses payable to AST Trust Company (Canada) as may be required in the course of the distribution of the Purchased Shares and the Additional Shares.

16. Conditions to Underwriters’ Obligation to Purchase

The Underwriters’ obligation to purchase the Purchased Shares at the Closing Time shall be subject to the following conditions:

(a) Delivery of Opinions

(i) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters (and, if required for opinion purposes, counsel to the Underwriters) from Dentons Canada LLP, counsel to the Corporation, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel and United States counsel where it deems such reliance proper as to the laws other than those of Canada and British Columbia, Alberta, Ontario and Quebec (or alternatively make arrangements to have such opinions directly addressed to the Underwriters) and as to matters of fact, on certificates of Governmental Authorities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to the following matters:
(A) 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 property and assets
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and carry on activities as described in the Prospectus and to execute, deliver and perform its obligations under this Agreement;

(B) as to the existence of the Material Subsidiary under the laws of its jurisdiction of incorporation and as to its corporate power and capacity to own and lease property and assets and carry on activities as described in the Prospectus;
(C)
as to the authorized and issued capital of the Corporation;
(D) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Base Prospectus, the Base Prospectus and the Prospectus Supplement and, if applicable, any Prospectus Amendments and the filing of such documents under the Canadian Securities Laws in each of the Qualifying Jurisdictions;
(E) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder and to issue and deliver to the Underwriters the Purchased Shares and the Additional Shares, if any;
(F) 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;
(G) that the execution and delivery of this Agreement and the performance of the Corporation’s obligations hereunder do not and will not result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of: (i) the articles or by-laws; or (ii) of which counsel is aware, any resolutions of the board of directors or the shareholders of the Corporation;
(H) that the Purchased Shares and the Additional Shares have been duly authorized and are validly issued by the Corporation and are outstanding as fully paid and non-assessable Common Shares;
(I) that the attributes of the Common Shares conform in all material respects with the description of the Common Shares in the Prospectus;
(J) that the statements under the heading “Eligibility for Investment” in the Prospectus Supplement are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein;
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(K) that the statements in the Prospectus under the heading “Certain Canadian Federal Income Tax Considerations” are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein;
(L) that AST Trust Company (Canada) at its principal offices in the city of Toronto has been duly appointed as the transfer agent and registrar for the Common Shares;
(M) that all documents have been filed, all requisite proceedings have been taken and all legal requirements have been fulfilled by the Corporation to qualify the Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable laws;
(N) as to compliance with the laws of the Province of Québec relating to the use of the French language in connection with the offering of Shares and documents to be delivered to purchasers in such province, including without limitation the Prospectus and any Prospectus Amendments;
(O) that the Shares have been conditionally approved for listing by the Toronto Stock Exchange, subject to the fulfilment of the requirements of such exchange on or before May 14, 2020; and
(P) as to any other legal matters connected with the creation, issuance, sale and delivery of the Purchased Shares and the Additional Shares reasonably requested by the Underwriters.
(ii) The Underwriters shall have received at the Closing Time a legal opinion of Osler, Hoskin & Harcourt LLP, dated the Closing Date, addressed to the Underwriters with respect to certain of the matters in Section 16(a)(i); provided that counsel to the Underwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada and Ontario.
(iii) If any Shares are sold in the United States, the Underwriters shall have received at the Closing Time an opinion of U.S. counsel to the Corporation, Dentons US LLP, in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that in connection with the offer, sale and delivery of the Shares in the United States, no registration of the Shares is required under the U.S. Securities Act.
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(b) Delivery of Comfort Letter

The Underwriters shall have received at the Closing Time a letter dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation from Deloitte LLP, confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 4(a)(viii) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, provided such changes are acceptable to the Underwriters, acting reasonably.

(c) Delivery of Certificates

(i) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters (and, if necessary for opinion purposes, counsel to the Underwriters) and signed by officers of the Corporation acceptable to the Underwriters, acting reasonably, with respect to the constating documents of the Corporation, solvency, all resolutions of the board of directors of the Corporation relating to this Agreement and the incumbency and specimen signatures of signing officers of the Corporation.
(ii) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters and counsel to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation acceptable to the Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiry and after having carefully examined the Prospectus, the U.S. Placement Memorandum and any Prospectus Amendments:
(A) that since the respective dates as of which information is given in the Prospectus, as amended by any Prospectus Amendments, and the U.S. Placement Memorandum (1) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its subsidiaries taken as a whole, and (2) no transaction has been entered into by either the Corporation or its subsidiaries which is material to the Corporation and its subsidiaries taken as a whole that would be required to be disclosed in the Prospectus, the U.S. Placement Memorandum or the Prospectus Amendments, as the case may be, other than as disclosed in such documents;
(B) that the Prospectus and the U.S. Placement Memorandum do not contain a misrepresentation and contain full, true and plain disclosure of all material facts relating to the Shares (other than any Underwriters’ Information);
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(C) that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer, contemplated or threatened under any of the Canadian Securities Laws or by any other regulatory authority;
(D) that the Corporation has complied in all material respects with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time; and
(E) that the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement;

and each such statement shall be true.

(d)

Listing Approval

The Shares shall have been approved for listing and posted for trading on the TSX on the Business Day immediately preceding the Closing Date, subject only to the satisfaction by the Corporation of customary post-closing conditions imposed by the TSX in similar circumstances.

(e)

Lock-Up Agreements with Directors and Officers

The Underwriters shall have received, prior to the Closing Time, an executed lock-up agreement, substantially in the form of Schedule B, from each of the directors and executive officers of the Corporation.

(f)

Receipt of Additional Documents

The Underwriters shall have received such other customary closing certificates, receipts, agreements or documents as the Underwriters may reasonably request.

(g) Over-Allotment Closing Documents

The several obligations of the Underwriters to purchase the Additional Shares, if any, hereunder are subject to the delivery to the Lead Underwriter on the Option Closing Date of certificates dated the Option Closing Date substantially similar to the officer’s certificates referred to in Section 16(c) and such other customary closing certificates and documents as the Lead Underwriter may reasonably request with respect to the good standing of the Corporation and other matters related to the sale and issuance of the Additional Shares.

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17. Rights of Termination

(a) Regulatory Proceedings Out

If, after the date hereof and prior to the Closing Time, (i) any inquiry, action, suit, investigation or other proceeding, whether formal or informal, is instituted, announced or threatened or any order is issued by any court or before or by any by any federal, provincial, state, municipal, local or other governmental or public department, commission, board, bureau, agency, instrumentality or body, domestic or foreign, any subdivision or authority or any of the foregoing or any quasi governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above or otherwise (other than an inquiry, action, suit, investigation, proceeding or order based upon the activities or alleged activities of the Underwriters or any selling firms), or (ii) there is any change of law, or the interpretation or administration thereof, which in the reasonable opinion of any of the Underwriters operates to prevent or restrict the trading in the Common Shares or the distribution of the Shares or which in the reasonable opinion of any of the Underwriters, acting in good faith, could be expected to have a material adverse effect on the market price or value of the Shares, then such Underwriter shall be entitled, at its option and in accordance with Section 17(e), to terminate its obligations under this Agreement by notice to that effect given to the Corporation any time at or prior to the Closing Time.

(b) Disaster Out

If, after the date hereof and prior to the Closing Time there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence (including any natural catastrophe, act of war, terrorism or similar event) or any law or regulation which, in the opinion of any of the Underwriters, acting reasonably, seriously adversely affects, or involves, or will seriously 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, then such Underwriter shall be entitled, at its option and in accordance with Section 17(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time at or prior to the Closing Time.

(c) Material Change or Change in Material Fact Out

If, after the date hereof and prior to the Closing Time, there shall occur or be announced by the Corporation any material change or change in a material fact or a new material fact arises or is discovered (other than a change of fact related solely to the Underwriters) which, in the reasonable opinion of any of the Underwriters, would be expected to have a significant adverse effect on the market price or value of the Shares, then such Underwriter shall be entitled, at its option, in accordance with Section 17(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation any time at or prior to the Closing Time.

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(d) Non-Compliance with Conditions

The Corporation agrees that all terms and conditions in Section 16 shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its commercially reasonable efforts to cause such conditions to be complied with, and that any breach or failure by the Corporation to comply with any such conditions shall entitle any of the Underwriters to terminate its obligations to purchase the Shares by notice to that effect given to the Corporation at any time at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. Each Underwriter may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of such other terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon an Underwriter only if such waiver or extension is in writing and signed by the Underwriter.

(e) Exercise of Termination Rights

The rights of termination contained in Sections 17(a), (b), (c) and (d) may be exercised by any of the Underwriters and are in addition to any other rights or remedies any of the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the Underwriters to the Corporation or on the part of the Corporation to the Underwriters except in respect of any liability which may have arisen prior to or arise after such termination under Sections 18, 19 and 21. A notice of termination given by an Underwriter under Section 17(a), (b), (c) or (d) shall not be binding upon any other Underwriter who has not also executed such notice.

18. Indemnity

(a) Rights of Indemnity

The Corporation agrees to indemnify and save harmless each of the Underwriters and each of their affiliates, directors, officers, employees and agents from and against all liabilities, claims, losses, costs, damages and expenses (including without limitation any legal fees or other expenses reasonably incurred by such persons in connection with defending or investigating any of the above, which legal fees and other expenses the Corporation shall reimburse such persons for forthwith upon demand), but excluding any loss of profits and other consequential damages, in any way caused by, or arising directly or indirectly from, or in consequence of:

(i) any information or statement (except any Underwriters’ Information) contained in the Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment or in any certificate of the Corporation delivered pursuant to this Agreement which at the time and in the light of the
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circumstances under which it was made contains or is alleged to contain a misrepresentation;

(ii) any omission or alleged omission (except any omission or alleged omission relating to Underwriters’ Information) to state in the Prospectus, the U.S. Placement Memorandum, any Prospectus Amendment or any certificate of the Corporation delivered pursuant to this Agreement, any fact, whether material or not, required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made;
(iii) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or alleged omission or any misrepresentation or alleged misrepresentation (except any Underwriters’ Information) contained in the Prospectus, the U.S. Placement Memorandum or any Prospectus Amendments or based upon any failure to comply with the Canadian Securities Laws (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 Shares in any of the Qualifying Jurisdictions;
(iv) the non-compliance or alleged non-compliance by the Corporation with any of the Canadian Securities Laws or the U.S. Securities Act including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or
(v) any breach by the Corporation of its representations, warranties, covenants or obligations to be complied with under this Agreement.

(b) Notification of Claims

If any matter or thing contemplated by Section 18(a) (any such matter or thing being referred to as a “ Claim ”) is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the “ Indemnified Party ”) will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which they may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation’s liability only to the extent that the Corporation is materially prejudiced by that failure). The Corporation shall assume the defence of any suit brought to enforce such Claim, provided, however, that:

(i) the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and
(ii) no settlement of any such Claim or admission of liability may be made by the Corporation without the prior written consent of the Indemnified Party,
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acting reasonably, unless such settlement includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnified Party.

(c) Right of Indemnity in Favour of Others

With respect to any Indemnified Party who is not a party to this Agreement, the Underwriters shall obtain and hold the rights and benefits of this Section 18 in trust for and on behalf of such Indemnified Party.

(d)

Retaining Counsel

In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: (i) the Corporation and the Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party and the Corporation and the Indemnified Party receives advice from counsel that representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them; or (iii) the Corporation shall not have retained counsel within seven Business Days following receipt by the Corporation of notice of any such Claim from the Indemnified Party.

19. Contribution

(a) Rights of Contribution

In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 18 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Underwriters or enforceable otherwise than in accordance with its terms, the Corporation and the Underwriters shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits) of a nature contemplated by Section 18 in such proportions so that the Underwriters shall be responsible for the portion represented by the percentage that the aggregate Underwriting Fee hereunder bears to the aggregate offering price of the Purchased Shares and the Additional Shares being sold by the Corporation and the Corporation shall be responsible for the balance, whether or not they have been sued together or sued separately, provided, however, that (i) the Underwriters shall not in any event be liable to contribute, in the aggregate, any amounts in excess of the aggregate Underwriting Fee actually received by the Underwriters from the Corporation under this Agreement; (ii) each Underwriter shall not in any event be liable to contribute, individually, any amount in excess of such Underwriter’s portion of the aggregate Underwriting Fee actually received from the Corporation under this Agreement; and (iii) no party who has engaged in any fraud, fraudulent misrepresentation or gross negligence shall be entitled to claim

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contribution from any person who has not engaged in such fraud, fraudulent misrepresentation or gross negligence.

(b) Rights of Contribution in Addition to Other Rights

The rights to contribution provided in this Section 19 shall be in addition to and not in derogation of any other right to contribution which the Underwriters may have by statute or otherwise at law.

(c)

Calculation of Contribution

In the event that the Corporation may be held to be entitled to contribution from the Underwriters under the provisions of any statute or at law, the Corporation shall be limited to contribution in an amount not exceeding the lesser of:

(i) the portion of the full amount of the loss or liability giving rise to such contribution for which the Underwriters are responsible, as determined in Section 19(a); and
(ii) the amount of the Underwriting Fee actually received by the Underwriters from the Corporation under this Agreement,

and an Underwriter shall in no event be liable to contribute, individually, any amount in excess of such Underwriter’s portion of the aggregate Underwriting Fee actually received from the Corporation under this Agreement.

(d) Notice

If the Underwriters have reason to believe that a claim for contribution may arise, they shall give the Corporation notice of such claim in writing, as soon as reasonably possible, but failure to notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Underwriters under this Section 19.

(e) Right of Contribution in Favour of Others

With respect to this Section 19, the Corporation acknowledges and agrees that the Underwriters are contracting on their own behalf and as agents for their affiliates, directors, officers, employees and agents.

For purposes of this Section 19, each person, if any, who controls an Underwriter within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act and each Underwriter’s affiliates and selling agents shall have the same rights to contribution as such Underwriter and each person, if any, who controls the Corporation within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act shall have the same rights to contribution as the Corporation. The Underwriters’ respective obligations to contribute pursuant to this Section 19 are several in proportion to the percentages of Shares set forth opposite their respective names in Section 22(a) hereof and not joint.

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(f) Remedy Not Exclusive

The remedies provided for in this Section 19 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any party at law or in equity.

20. Severability

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

21. Expenses

Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the issue, sale and delivery of the Shares and all expenses of or incidental to all other matters in connection with the offering of the Shares pursuant to the Prospectus shall be borne by the Corporation including, without limitation, all fees and disbursements of all legal counsel to the Corporation (including U.S., foreign and local counsel), all fees and disbursements of the Corporation’s accountants and auditors, all printing costs incurred in connection with the offering of the Shares, including preparation and printing of the Prospectus, the U.S. Placement Memorandum (and any amended or supplemented version thereof), Prospectus Amendments, bluesheets or greensheets and certificates, if any, representing the Shares, all prospectus filing and other filing fees, all fees and expenses relating to listing the Shares on any exchanges, all fees and expenses of the Corporation’s auditors, all transfer agent fees and expenses, and all fees and expenses in connection with Additional Shares issued and sold by the Corporation. The fees, disbursements and taxes of the Underwriters’ counsel and any out-of-pocket expenses of the Underwriters incurred in connection with the offering of the Shares shall be borne by the Corporation. Notwithstanding any of the foregoing, the legal fees of the legal counsel to the Underwriters shall be capped at $100,000, plus disbursements and applicable taxes, and other than the fees of legal counsel, the Underwriters shall not incur out-of-pocket expenses in excess of $10,000 without the prior written consent of the Corporation. At the option of the Lead Underwriter, such fees and expenses of the Underwriters may be deducted from the gross proceeds otherwise payable to the Corporation at the Closing Time or the Option Closing Time, as the case may be.

22. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

The obligation of the Underwriters to purchase the Purchased Shares or the Additional Shares, as the case may be, at the Closing Time or the Option Closing Time, as the case may be, shall be several and not joint, and each of the Underwriters shall be obligated to purchase only that percentage of the Purchased Shares or the Additional Shares, as the case may be, set out opposite the name of such Underwriter below.

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Desjardins Securities Inc.	45%
Acumen Capital Finance Partners Limited	20%
Canaccord Genuity Corp.	12%
Stifel Nicolaus Canada Inc.	12%
TD Securities Inc.	8%
RBC Dominion Securities Inc.	3%

(b) Purchases by Other Underwriters

Subject to Section 22(c), in the event that any of the Underwriters shall fail to purchase its applicable percentage of the Purchased Shares or the Additional Shares, as the case may be, at the Closing Time or at the Option Closing Time, as the case may be, the others shall have the right, but shall not be obligated, to purchase on a pro rata basis, all of the percentage of the Purchased Shares or the Additional Shares, as the case may be, which would otherwise have been purchased by such Underwriter which is in default. In the event that such right is not exercised, the others which are not in default shall be relieved of all obligations to the Corporation under this Agreement, and the obligations of the Corporation under this Agreement shall be automatically terminated.

(c) Exercise of Termination Rights

In the event that one or more but not all of the Underwriters shall exercise their right of termination under Section 17, the others shall have the right, but shall not be obligated, to purchase on a pro rata basis all of the percentage of the Purchased Shares or the Additional Shares, as the case may be, which would otherwise have been purchased by such Underwriters which have so exercised their right of termination.

(d) Pro Rata Division if More Demand

In the circumstances contemplated by Sections (b) or (c) above, if the amount of the Purchased Shares or the Additional Shares, as the case may be, which the remaining Underwriters wish, but are not obliged, to purchase exceeds the amount of the Purchased Shares or the Additional Shares, as the case may be, which would otherwise have been purchased by an Underwriter which is in default (in the case of Section (b) above), or which remain available for purchase (in the case of Section (c) above), such Purchased Shares or Additional Shares, as the case may be, shall be divided pro rata among the Underwriters desiring to purchase such Purchased Shares or Additional Shares, as the case may be, in proportion to the percentage of Purchased Shares or Additional Shares, as the case may be, which such Underwriters have agreed to purchase as set out in Section 22(a).

(e) No Obligation to Sell Less than All; Further Liability

Nothing in this Section 22 shall oblige the Corporation to sell to the Underwriters less than all of the Purchased Shares or the Additional Shares, as the case may be, or relieve from liability to the Corporation any Underwriter which may be in default. In the event of the termination of the

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Corporation’s obligations under this Agreement, there shall be no further liability on the part of the Corporation to the Underwriters except in respect of any liability which may have arisen or may arise under Sections 18, 19 and 21.

23. Corporation Lock-Up

During the period beginning on the Closing Date and ending on the date that is 90 days after the Closing Date, the Corporation shall not, directly or indirectly, without the prior written consent of the Lead Underwriter, on behalf of the Underwriters, which consent will not be unreasonably withheld or delayed, sell, offer to sell, issue, grant any option, warrant or other right for the sale or issuance of, or otherwise lend, transfer, assign or dispose of (including without limitation by making any short sale, engaging in any hedging, monetization or derivative transaction or entering 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 other securities of the Corporation or securities convertible into, exchangeable for, or otherwise exercisable into Common Shares or other securities of the Corporation, whether or not cash settled), in a public offering or by way of private placement or otherwise, any Common Shares or other securities of the Corporation or any securities convertible into, exchangeable for, or otherwise exercisable into Common Shares or other securities of the Corporation, or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing, other than (i) the issuance of stock options and restricted share units for purposes of directors’ officers’ or employees’ compensation plans; (ii) pursuant to the Corporation’s employee share purchase plans; (iii) pursuant to rights or obligations under agreements, instruments and other arrangements existing as at the date hereof; (iv) pursuant to an arm’s length acquisition; and (v) Shares issued pursuant to the offering contemplated by this Agreement.

24. Survival of Representations and Warranties

The representations, warranties, obligations and agreements of the Corporation and the Underwriters contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Shares shall survive the purchase of the Shares and shall continue in full force and effect for a period ending on the latest date under each of (a) applicable Canadian laws that a holder of the Shares may be entitled to commence an action or exercise a right of rescission with respect to a misrepresentation contained in the Prospectus or any Prospectus Amendments, and (b) applicable U.S. laws that a holder of the Shares may be entitled to commence an action with respect to an untrue statement of a material fact contained in the U.S. Placement Memorandum or an omission to state in the U.S. Placement Memorandum a material fact that is necessary to make a statement contained in the U.S. Placement Memorandum, in light of the circumstances in which it was made, not misleading (other than in respect of the indemnification obligations of the Corporation set forth in Section 18 or in respect of any legal action or claim that may be pending at that time with respect to any representation, warranty, obligation or agreement of the Corporation contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Shares, which in each case shall survive indefinitely) and, in each case, shall continue in full force and effect unaffected by any subsequent disposition of the Shares by the Underwriters or the termination of the Underwriters’ obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters or the Corporation in connection with the preparation of the Prospectus, any Prospectus Amendments or the distribution of the Shares.

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25. Time

Time is of the essence in the performance of the parties’ respective obligations under this Agreement.

26. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario.

27. Notice

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

If to the Corporation, addressed and sent to:

Calian Group Ltd. 770 Palladium Drive Ottawa, Ontario K3V 1C8 Attention: Mr. Kevin Ford E mail: [email protected]

With a copy to:

Dentons Canada LLP 77 King Street West, Suite 400, Toronto-Dominion Centre Toronto, Ontario M5K 0A1

Attention: Ora Wexler E mail: [email protected]

If to the Lead Underwriter, addressed and sent to:

Desjardins Securities Inc. 1170 Peel Street, Suite 300 Montréal, Québec, H3B 0A9

Attention: François Carrier E-mail: [email protected]

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If to Acumen Capital Finance Partners Limited, addressed and sent to:

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

Attention: Kelly Hughes E mail: [email protected]

If to Canaccord Genuity Corp. addressed and sent to:

Canaccord Genuity Corp. 161 Bay Street, Brookfield Place, TD Tower, Suite 3100 Toronto, Ontario, M5J 2S1

Attention: Mike Lauzon E mail: [email protected]

If to Stifel Nicolaus Canada Inc., addressed and sent to:

Stifel Nicolaus Canada Inc. 1250 René-Lévesque Boulevard West, Suite 1605 Montréal, Québec, H3B 4W8

Attention: Derek Lithwick E mail: [email protected]

If to TD Securities Inc. addressed and sent to:

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

Attention: Scott Penner E mail: [email protected]

If to RBC Dominion Securities Inc. addressed and sent to:

RBC Dominion Securities Inc. 200 Bay Street, Royal Bank Plaza South Tower, 5th Floor Toronto, Ontario, M5J 2W7

Attention: Aly Gillani E mail: [email protected]

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With a copy of any notice sent to an Underwriter to:

Osler, Hoskin & Harcourt LLP 1000 De La Gauchetiere Street West, Suite 2100 Montreal, Quebec H3B 4W5 Attention: Eric Levy E mail: [email protected]

or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 27. Each notice shall be personally delivered to the addressee or sent by e-mail to the addressee. A notice which is personally delivered or delivered by e-mail shall, if delivered prior to 5:00 p.m. (Toronto 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.

28. Authority of the Lead Underwriter

The Lead Underwriter is hereby authorized by each of the other Underwriters to act on its behalf and the Corporation shall be entitled to and shall act on any notice given in accordance with Section 27 or agreement entered into by or on behalf of the Underwriters by the Lead Underwriter. The Lead Underwriter represents and warrants that it has irrevocable authority to bind the Underwriters, except in respect of any consent to a settlement pursuant to Section 18(b)(ii) which consent shall be given by the Indemnified Party, a notice of termination pursuant to Section 17 which notice may be given by any of the Underwriters, or any waiver pursuant to Section 17(d), which waiver must be signed by all of the Underwriters. The Lead Underwriter shall consult with the other Underwriters concerning any matter in respect of which it acts as representative of the Underwriters.

29. Underwriters’ Activities

Nothing in this Agreement or the nature of the services to be provided by the Underwriters will be deemed to create a fiduciary or agency relationship between any of the Underwriters and the Corporation or its security holders, creditors, employees or any other party, as applicable. The Corporation acknowledges and understands that: (a) the Underwriters may act as traders of, and dealers in, securities both as principal and on behalf of clients and that in the ordinary course of its trading and dealing activities, any of the Underwriters and their affiliates at any time may hold long or short positions in the securities of the Corporation or any of its respective related entities and, from time to time, may have executed or may execute transactions on behalf of such persons; (b) any of the Underwriters may conduct research on securities and may, in the ordinary course of business, provide research reports and investment advice to clients on investment matters, including with respect to any such person and/or the offering of Shares; and (c) the Underwriters or their controlling shareholders may extend loans or provide other financial services in the ordinary course of business to any such person (collectively, “ Bank Business ”). The Corporation agrees not to seek to restrict or challenge the ability of any of the Underwriters or their affiliates to conduct Bank Business.

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The Corporation acknowledges that none of the Underwriters is advising the Corporation or any other person related to it as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Corporation should consult with its own advisors concerning such matters and be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters have no liability to Corporation with respect thereto.

In performing its responsibilities under this Agreement, each of the Underwriters may use the services of its affiliates provided that it will be responsible for ensuring that such affiliates comply with the terms of this Agreement.

30. Entire Agreement

Unless otherwise stated herein, this Agreement constitutes the entire agreement among the parties hereto relating to the subject matter hereof and supersedes all prior verbal or written agreements between any of those parties with respect to the subject matter hereof, including the Bid Letter.

31. Headings, etc.

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.

32. Counterparts

This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by facsimile or other electronic means and all such counterparts and electronic transmissions shall together constitute one and the same agreement.

[The remainder of this page has been left blank intentionally.]

If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the Lead Underwriter upon which this letter as so accepted shall constitute an Agreement among us.

DESJARDINS SECURITIES INC.

By: /s/ François Carrier François Carrier Managing Director, Head of Investment Banking

ACUMEN CAPITAL FINANCE PARTNERS LIMITED

By: /s/ Kelly Hughes Kelly Hughes Head of Investment Banking

CANACCORD GENUITY CORP.

By: /s/ Mike Lauzon Mike Lauzon Managing Director

STIFEL NICOLAUS CANADA INC.

By: /s/ Derek Lithwick Derek Lithwick Director, Investment Banking

TD SECURITIES INC.

By: /s/ Scott Penner Scott Penner Director, CMT Banking

RBC DOMINION SECURITIES INC.

By: /s/ Aly Gillani Aly Gillani Managing Director

The foregoing offer is accepted and agreed to as of the date first above written.

By: /s/ Kevin Ford Kevin Ford President and Chief Executive Officer

SCHEDULE A

UNITED STATES OFFERS AND SALES

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

(a) “ affiliate ” means “affiliate” as that term is defined in Rule 405 under the U.S. Securities Act;
(b) “ 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 Shares and includes, without limitation, the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Shares;
(c) “ Foreign Issuer ” means “ foreign issuer ” as that term is defined in Rule 902(e) of Regulation S;
(d) “ General Solicitation ” and “ General Advertising ” mean “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) of Regulation D under the U.S. Securities Act, including 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;
(e) “ Investment Company Act ” means the Investment Company Act of 1940, as amended;
(f) “ Qualified Institutional Buyer ” means a qualified institutional buyer as such term is defined in Rule 144A;
(g) “ Regulation D ” means Regulation D adopted by the SEC under the U.S. Securities Act;
(h) “ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;
(i) “ Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S; and
(j) “ U.S. Affiliate ” of any Underwriter means the U.S. registered broker-dealer affiliate of such Underwriter.

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.

Representations, Warranties and Covenants of the Corporation

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

(i) it is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Shares;
(ii) the Corporation is not, and after giving effect to the offering of the Shares and the application of the proceeds as contemplated in the Underwriting Agreement and the U.S. Placement Memorandum will not be, registered as an investment company nor will it be required to register as an investment company within the meaning of the Investment Company Act;
(iii) 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 banking and selling group formed by them, as to whom the Corporation makes no representation), has engaged or will engage in any Directed Selling Efforts with respect to the Shares, or has taken or will take any action that would cause the applicable exemption or exclusion afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Shares pursuant to this Agreement;
(iv) none of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Shares in the United States by means of any form of General Solicitation or General Advertising;
(v) neither the Corporation, its affiliates or any persons acting on its or their behalf (other than the Underwriters, their U.S. Affiliates, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has offered or sold, or will offer or sell, any of the Shares in the United States except for offers and sales made through the Underwriters and their U.S. Affiliates in compliance with this Underwriting Agreement, including this Schedule A;
(vi) the Shares are not, and as of the Closing Time will not be, and no securities of the same class as the 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 at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted; and
(vii) for so long as the Shares are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, the
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Corporation shall either: (i) furnish to the SEC all information required to be furnished in accordance with Rule 12g3-2(b) under U.S. Exchange Act; (ii) file reports and other information with the SEC under Section 13 or 15(d) of the U.S. Exchange Act; or (iii) provide to holders of Shares and any prospective purchasers designated by such holders, upon request of such holders, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act.

Representations, Warranties and Covenants of the Underwriters

Each Underwriter represents, warrants and covenants to the Corporation that:

(i) it acknowledges that the 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 state securities laws. It has not offered and sold, and will not offer and sell, any Shares except: (a) in an offshore transaction in accordance with Rule 903 of Regulation S; or (b) in the United States to Qualified Institutional Buyers in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by Rule 144A. Accordingly, neither the Underwriter nor any of its affiliates nor any persons acting on their behalf, has made or will make (except as permitted herein) (i) any offer to sell or any solicitation of an offer to buy, any Shares to any person in the United States, (ii) any sale of Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States (and was offered Shares outside the United States), or such Underwriter, affiliate or person acting on its or their behalf reasonably believed that such purchaser was outside the United States, or (iii) any Directed Selling Efforts with respect to the Shares;
(ii) 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 Shares in the United States by any form of General Solicitation or General Advertising;
(iii) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Shares, except with its U.S. Affiliates, any selling group members or with the prior written consent of the Corporation;
(iv) it shall require each selling group member to agree, for the benefit of the Corporation, to comply with, and shall use its best 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 selling group member;
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(v) all offers and sales of 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 and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., in accordance with all applicable United States state and federal securities (including broker-dealer) laws. The U.S. Affiliate will make all offers and sales of Shares in compliance with all applicable United States federal and state broker-dealer requirements and this Schedule A;
(vi) its U.S. Affiliate selling the Shares in the United States is a Qualified Institutional Buyer as of the date hereof and at the date of any offer or resale of the Shares pursuant to Rule 144A;
(vii) it will solicit (and will cause its U.S. Affiliate to solicit) offers for the Shares in the United States only from, and will offer the Shares only to persons whom it reasonably believes to be, Qualified Institutional Buyers, in accordance with Rule 144A, each of whom in purchasing Shares will be deemed to have made the representations, warranties and agreements contained in the U.S. Placement Memorandum (as defined below) to the extent they are applicable to the purchaser concerned;
(viii) it will inform (and will cause its U.S. Affiliate to inform) all purchasers of the Shares in the United States or who were offered Shares in the United States that the 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;
(ix) any offer, sale or solicitation of an offer to buy Shares that has been made or will be made in the United States was or will be made only to Qualified Institutional Buyers in transactions that are exempt from registration under applicable state securities laws;
(x) prior to completion of any sale of Shares in the United States each such purchaser that is a Qualified Institutional Buyer will be required to execute and deliver a Purchaser Letter, in the form attached to the U.S. Placement Memorandum;
(xi) at Closing it, together with its U.S. Affiliate offering or selling 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 Shares in the United States, or will be deemed to have represented that neither it nor its U.S. Affiliate offered or sold Shares in the United States; and
(xii) each offeree in the United States shall be provided, prior to time of such offeree’s purchase of any Shares, with a copy of the U.S. private
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placement offering memorandum (which shall include the Canadian prospectus supplement and any prospectus amendment) (the “ U.S. Placement Memorandum ”), and no other written material shall be used in connection with the offer or sale of the Shares in the United States. The preliminary and final U.S. Placement Memorandum shall be in form and substance satisfactory to the Corporation and the Underwriters.

EXHIBIT I

UNDERWRITERS’ CERTIFICATE

In connection with offer and sale, under Rule 144A, of Common Shares (the “ Shares ”) of Calian Group Ltd. (the “ Company ”) in the United States pursuant to the Underwriting Agreement dated as of February 18, 2020 among the Company 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) the U.S. Affiliate is a duly registered broker or dealer with the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) and the SEC and is in good standing with FINRA and the SEC on the date hereof;
(b) all offers and sales of the Shares in the United States have been conducted by us in accordance with the terms of the Underwriting Agreement;
(c) each offeree in the United States was provided, prior to time of such offeree’s purchase of any Shares, with a copy of the preliminary and final U.S. Placement Memorandum and no other written material was used in connection with the offer or sale of the Shares in the United States;
(d) immediately prior to our transmitting the preliminary U.S. Placement Memorandum 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 continue to believe that each purchaser of Shares in the United States or who was offered Shares in the United States is a Qualified Institutional Buyer;
(e) prior to any sale of Shares in the United States we caused (i) each U.S. purchaser purchasing Shares from us as placement agent to execute and deliver to us a Purchaser Letter in the form attached to the U.S. Placement Memorandum; and
(f) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Shares in the United States.

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

Dated this day of _____, [year] .

[INSERT NAME OF UNDERWRITER] [INSERT NAME OF U.S. AFFILIATE]

By:

Name:  Title: 

By:

Name:  Title: 

SCHEDULE B FORM OF LOCK-UP AGREEMENT

, 2020

Desjardins Securities Inc. Acumen Capital Finance Partners Limited Canaccord Genuity Corp. Stifel Nicolaus Canada Inc. TD Securities Inc. RBC Dominion Securities Inc.

(collectively, the “ Underwriters ”)

Ladies and Gentlemen:

Calian Group Ltd. (the “ Corporation ”)

The undersigned understands that the Underwriters have entered into an underwriting agreement (the “ Underwriting Agreement ”) with the Corporation providing for the offering (the “ Offering ”) of common shares of the Corporation (the “ Shares ”). The undersigned understands that it is a condition of the completion of the purchase of the Shares pursuant to the Underwriting Agreement that certain shareholders and other persons enter into an agreement in the form of this letter. The undersigned acknowledges that the Underwriters are relying on the covenants of the undersigned contained in this letter in having decided to participate in the Offering and to enter into the Underwriting Agreement with the Corporation with respect to the Offering.

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the period beginning on the date of this letter and ending on the day that is the 90[th] calendar day following the Closing Date (as such term is defined in the Underwriting Agreement), the undersigned will not, directly or indirectly, including without limitation through any entity or person controlled by the undersigned, without the prior written consent of Desjardins Securities Inc., in its capacity as lead underwriter on behalf of the Underwriters, such consent not to be unreasonably withheld, conditioned or delayed:

(a) sell, offer to sell, grant any option, right or warrant for the sale of, or otherwise lend, transfer, assign or dispose of (including, without limitation, by making any short sale, engaging in any hedging, monetization or derivative transaction or entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, as applicable, the Shares or securities convertible or exchangeable into Shares, whether or not cash settled), in a public offering or by way of private placement or otherwise, any Shares or any securities convertible, exchangeable or exercisable into Shares;
(b) secure or pledge any Shares or any securities convertible or exchangeable into Shares; or
(c) agree to or announce any intention to do any of the foregoing things.
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The foregoing paragraph shall not apply: (A) transfers to affiliates or to any entity owned or maintained for the benefit of the executive officer and/or director, including for tax planning purposes (provided that any such transferee agrees in writing for the benefit of the Underwriters to be bound by the same restrictions); (B) transfers made pursuant to a bona fide third party takeover bid made to all holders of voting securities of the Corporation, a plan of arrangement or amalgamation involving a change of control of the Corporation, or similar acquisition or business combination transaction (provided that in the event that the take-over bid, plan of arrangement or amalgamation, or acquisition or business combination transaction is not completed, any securities shall remain subject to the black-out restrictions); (C) as a result of the death of any individual shareholder, or (D) to exercises or settlement of awards pursuant to any equity-based compensation plan of the Corporation existing as at the date hereof (provided however that the securities issuable thereunder shall be subject to the restrictions set out in this agreement and any applicable black-out periods).

This agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement. This agreement is irrevocable and will be binding on the undersigned and its successors, heirs, personal representatives and assigns, and will enure to the benefit of the Underwriters and their legal representatives, successors and assigns.

[signature page follows.]

Name of Individual (please print)

Signature of Individual

AI assistant

Calian Group Ltd. — Capital/Financing Update 2020

42798_rns_2020-02-18_4bf95036-851f-40d6-9d88-aadb6e77833f.pdf

UNDERWRITING AGREEMENT

Attention: Mr. Kevin Ford, President and Chief Executive Officer

DEFINITIONS

TERMS AND CONDITIONS

1. Compliance with Securities Laws

2. Due Diligence

Delivery of Documents

5. Representations as to Prospectus and Prospectus Amendments

6. Additional Representations and Warranties of the Corporation

8. Commercial Copies

9. Change of Closing Date

10. Completion of Distribution

11. Material Change or Change in Material Fact During Distribution

12. Change in Canadian Securities Laws

13. Services Provided by Underwriters and Underwriting Fee

14. Delivery of Purchase Price, Underwriting Fee and Shares

15. Delivery of Shares

16. Conditions to Underwriters’ Obligation to Purchase

(a) Delivery of Opinions

(b) Delivery of Comfort Letter

(c) Delivery of Certificates

(d)

Listing Approval

(e)

Lock-Up Agreements with Directors and Officers

(f)

Receipt of Additional Documents

(g) Over-Allotment Closing Documents

17. Rights of Termination

(a) Regulatory Proceedings Out

(b) Disaster Out

(c) Material Change or Change in Material Fact Out

(d) Non-Compliance with Conditions

(e) Exercise of Termination Rights

18. Indemnity

(a) Rights of Indemnity

(b) Notification of Claims

(c) Right of Indemnity in Favour of Others

(d)

Retaining Counsel

19. Contribution

(a) Rights of Contribution

(b) Rights of Contribution in Addition to Other Rights

(c)

Calculation of Contribution

(d) Notice

(e) Right of Contribution in Favour of Others

(f) Remedy Not Exclusive

20. Severability

21. Expenses

22. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

(b) Purchases by Other Underwriters

(c) Exercise of Termination Rights

(d) Pro Rata Division if More Demand

(e) No Obligation to Sell Less than All; Further Liability

23. Corporation Lock-Up

24. Survival of Representations and Warranties

25. Time

26. Governing Law

27. Notice

28. Authority of the Lead Underwriter

29. Underwriters’ Activities

30. Entire Agreement

31. Headings, etc.

32. Counterparts

[The remainder of this page has been left blank intentionally.]

DESJARDINS SECURITIES INC.

ACUMEN CAPITAL FINANCE PARTNERS LIMITED

CANACCORD GENUITY CORP.

STIFEL NICOLAUS CANADA INC.

TD SECURITIES INC.

RBC DOMINION SECURITIES INC.

CALIAN GROUP LTD.

SCHEDULE A

UNITED STATES OFFERS AND SALES

Representations, Warranties and Covenants of the Corporation

Calian Group Ltd. Capital/Financing Update 2020