Coveo Solutions Inc.

EXECUTION VERSION

UNDERWRITING AGREEMENT

November 17, 2021

Coveo Solutions Inc. 3175 des Quatre-Bourgeois, Suite 200 Québec, Québec, Canada G1W 2K7

Attention: Louis Têtu Chairman and Chief Executive Officer

The undersigned, BMO Nesbitt Burns Inc., Merrill Lynch Canada Inc., RBC Dominion Securities Inc., UBS Securities Canada Inc. (collectively, the “ Joint Bookrunners ”), together with Canaccord Genuity Corp., Oppenheimer & Co. Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc. and Samuel A. Ramirez & Company, Inc. (collectively with the Joint Bookrunners, the “ Underwriters ”, and each individually, an “ Underwriter ”), understand that Coveo Solutions Inc. (the “ Company ”) proposes to issue and sell to the Underwriters 14,340,000 subordinate voting shares of the Company (the “ Firm Shares ”), which Firm Shares and any Optional Shares (as defined below) shall have the material attributes described in and contemplated by the Base PREP Prospectus (as defined below) and the Supplemented PREP Prospectus (as defined below).

The subordinate voting shares of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “ Subordinate Voting Shares ”. The Subordinate Voting Shares together with the multiple voting shares of the Company (the “ Multiple Voting Shares ”) are hereinafter referred to as the “ Participating Shares ”.

The Underwriters propose to distribute the Firm Shares and, if any, the Optional Shares, in the Qualifying Jurisdictions (as defined below) pursuant to the Supplemented PREP Prospectus and in the United States in compliance with the exemption from registration provided by Rule 144A (as defined below), all in the manner contemplated by this Agreement.

Based on the foregoing, and subject to the terms and conditions contained in this Agreement, the Underwriters, jointly (the notion equivalent to “severally” in common law) and not solidarily, on the basis of the percentages set forth in Section 23 of this Agreement (and subject to such adjustments to eliminate fractional shares as the Joint Bookrunners may determine), agree to purchase from the Company and the Company, by its acceptance hereof, agrees to issue and sell to the Underwriters, all but not less than all of the Firm Shares at the Closing Time (as defined below) at a price of $15.00 per share (the “ Purchase Price ”).

By acceptance of this Agreement, the Company hereby grants to the Underwriters an unassignable right (the “ Over-Allotment Option ”) to purchase, jointly (the notion equivalent to “severally” in common law) and not solidarily, up to an aggregate of 2,151,000 additional Subordinate Voting Shares of the Company (the “ Optional Shares ”) from the Company at the Option Closing Time (as defined below) at a purchase price per share equal to the Purchase Price and otherwise on the same basis as the purchase of the Firm Shares. If the Joint Bookrunners, on behalf of the Underwriters, elect to exercise the Over-Allotment Option, the Joint Bookrunners shall provide written notice (the “ Exercise Notice ”) to the Company not later than the 30[th] day after the Closing

Date (as defined below), which Exercise Notice shall specify the number of Optional Shares to be purchased by the Underwriters and the date on which such Optional 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 two Business Days (as defined below) (or such time closer to the Option Closing Date as agreed to by the Company and the Joint Bookrunners), but not more than five Business Days, after the date on which the Exercise Notice is delivered to the Company. If any Optional Shares are purchased, each Underwriter agrees, jointly (the notion equivalent to “severally” in common law) and not solidarily, to purchase such portion of Optional Shares (subject to such adjustments to eliminate fractional shares as the Joint Bookrunners may determine) as is set out in Section 23 opposite the name of such Underwriter.

The Firm Shares and the Optional Shares are hereinafter collectively referred to as the “ Shares ”.

The Underwriters hereby agree that 717,000 Shares shall be reserved for sale in the Qualifying Jurisdictions to certain eligible employees, customers, suppliers and other business partners of the Company and other purchasers identified by the Company as part of the distribution of Shares by the Underwriters (the “ President’s List Allocation ”), subject to the terms and conditions hereof. The President’s List Allocation shall not represent more than 5.0% of the aggregate number of Shares. In addition, we understand that, concurrently with the Offering (as defined below), the Company may enter into private placement agreements with certain employees, directors, customers, suppliers and other business partners of the Company residing outside the Qualifying Jurisdictions, pursuant to which they will purchase from treasury, on a private placement basis, up to 143,400 additional Subordinate Voting Shares, on the same terms as the Offering, without any involvement by, or fee payable to, the Underwriters (the “ President’s List Private Placement ”).

1. Definitions

In this Agreement:

“ affiliate ” has the meaning given to such term in Regulation 45-106 respecting Prospectus Exemptions ;

“ Agreement ” means this underwriting agreement, as it may be amended;

“ Anti-Money Laundering Laws ” has the meaning given in Section 7(bbb);

“ Amended Preliminary Prospectus ” means the amended and restated preliminary base PREP prospectus of the Company (in both the English and French languages unless the context indicates otherwise) dated November 8, 2021 relating to the distribution of the Shares;

“ Audited Financial Statements ” means the audited consolidated financial statements of the Company for the fiscal years ended March 31, 2021, March 31, 2020 and March 31, 2019, together with the related auditors’ reports thereon and the notes thereto, as included in the Prospectus;

“ Bank Business ” has the meaning given in Section 31;

“ Base PREP Prospectus ” means the final base PREP prospectus (omitting the PREP Information in accordance with the PREP Procedures) of the Company dated November 17, 2021 (in both the English and French languages unless the context indicates otherwise) relating to the distribution of the Shares;

“ BHC Act Affiliate ” has the meaning given in Section 37(c);

“ Business Day ” means any day, other than: (i) a Saturday or a Sunday, or (ii) a day on which Canadian chartered banks in Montreal, Québec are not 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 Canadian Securities Regulators;

“ Canadian Securities Regulators ” means the applicable securities commissions and securities regulatory authorities in the Qualifying Jurisdictions;

“ Claim ” has the meaning given in Section 19(a);

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

“ Closing Date ” means November 24, 2021 or such other date as the Company 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 December 8, 2021;

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

“ Coattail Agreement ” means the coattail agreement to be entered into between the Company, shareholders that hold at least 80% of the Multiple Voting Shares that are issued and outstanding, on a fully diluted basis, as of the date thereof and TSX Trust Company, as trustee, on or around the Closing Date;

“ Company ” has the meaning given above;

“ Company Marketing Materials ” means the template version of the Company roadshow presentation (in both the English and French languages unless the context indicates otherwise) dated November 8, 2021 relating to the Offering filed with the Canadian Securities Regulators on November 8, 2021, as amended on November 12, 2021, and the template version of the indicative term sheet (in both the English and French languages unless the context indicates otherwise) filed with the Canadian Securities Regulators on November 8, 2021;

“ Company Marketing Materials Amendment ” means any revised template version of the Company Marketing Materials (in both the English and French languages unless the context indicates otherwise) that is filed with the Canadian Securities Regulators;

“ comparables ” has the meaning given in NI 41-101;

“ Covered Entity ” has the meaning given in Section 37(c);

“ Credit Facilities ” has the meaning given in the Final Prospectus;

“ Data Security Obligations ” has the meaning given in Section 7(yy);

“ Default Right ” has the meaning given in Section 37(c);

“ distribution ” has the meaning given to it in the Securities Act (Québec);

“ Employee Plans ” means any material (i) pension, retirement, deferred compensation, savings, profit-sharing, stock option, stock purchase, bonus, incentive, vacation pay, severance pay, supplemental unemployment benefit, employee assistance, death benefit or other employee or post-retirement benefit plan, trust, arrangement, contract, agreement, policy or commitment (including any arrangement to provide pension benefits in excess of the maximum amounts which are allowed under the Income Tax Act (Canada) to be provided through a registered pension plan) from which present or former employees, officers and directors, individuals working on contract with the Company or its subsidiaries or individuals providing services to the Company or its subsidiaries of a kind normally performed by employees benefit or have the potential to benefit, or (ii) group or individual insurance policy or coverage (including self-insured coverage) for accident and sickness or life insurance (including any individual insurance policy under which any present or former employee, officer or director of the Company or any of its subsidiaries, as applicable, is the named insured and as to which the Company or any of its subsidiaries makes premium payments, whether or not the Company or any of its subsidiaries is the owner, beneficiary or both of that policy), or other insured or covered expense reimbursement coverage, from which present or former employees, officers or directors of the Company or any of its subsidiaries benefit or have the potential to benefit;

“ Engagement Letter ” means the engagement letter dated April 30, 2021 entered into among the Company and the Joint Bookrunners;

“ Environmental Laws ” means any foreign, federal, state, provincial, territorial, municipal 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, and “ Hazardous Materials ” 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 above;

“ Final Prospectus ” means, collectively, the Base PREP Prospectus, the Supplemented PREP Prospectus and any Prospectus Amendment;

“ Financial Information ” has the meaning given in Section 5(a)(v);

“ Financial Statements ” means the Audited Financial Statements and the Interim Financial Statements;

“ Firm Shares ” has the meaning given above;

“ Foreign Subsidiary ” has the meaning given in Section 17(a)(iv);

“ Governmental Authorities ” means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, arbitrators, ministers, Crown corporations, courts, bodies, boards, tribunals, commercial registers or dispute settlement panels or other law, rule or regulation-making or dispute resolution 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
(b) exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

“ Indemnified Party ” has the meaning given in Section 19(b);

“ IT Systems ” has the meaning given in Section 7(yy);

“ Interim Financial Statements ” means the unaudited condensed interim consolidated financial statements of the Company for the three months and six months ended September 30, 2021, together with the notes thereto;

“ Intellectual Property ” has the meaning given in Section 7(ww);

“ Joint Bookrunners ” has the meaning given above;

“ knowledge of the Company ” means the actual knowledge of Louis Têtu, Jean Lavigueur, Nicholas Goode, or Anne Thériault after reasonable inquiry;

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

“ limited-use version ” has the meaning given in NI 41-101;

“ marketing materials ” has the meaning given in NI 41-101;

“ Material Adverse Effect ” or “ Material Adverse Change ” means any fact, effect, change, event, occurrence, that: (i) is, or is reasonably likely to be, materially adverse to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow, Adjusted Operating Loss, business or operations of the Company and its subsidiaries taken as a whole and as a going concern, or (ii) would result in the Final Prospectus containing a misrepresentation;

“ material change ” has the meaning given to it in the Securities Act (Québec);

“ material fact ” has the meaning given to it in the Securities Act (Québec);

“ misrepresentation ” has the meaning given to it in Canadian Securities Laws;

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

“ Multiple Voting Shares ” has the meaning given above;

“ NI 41-101 ” means National Instrument 41-101 – General Prospectus Requirements ;

“ NI 44-103 ” means National Instrument 44-103 – Post-Receipt Pricing ;

“ NI 52-109 ” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings ;

“ Nomination Rights Agreement ” means the investor rights agreement to be entered into among, inter alia , the Company, Louis Têtu, 92689444 Canada Inc., 6328571 Canada Inc., Laurent Simoneau, Beacon Investment LLC, Chercher Investment LLC, Investissement Québec, Fonds de Solidarité des Travailleurs du Québec (F.T.Q.), dated as of the Closing Date;

“ notice ” has the meaning given in Section 29;

“ Offering ” means the initial public offering of the Shares;

“ Oppenheimer ” means Oppenheimer & Co. Inc.;

“ Optional Shares ” has the meaning given above;

“ Option Closing Date ” has the meaning given above;

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

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

“ Participating Shares ” has the meaning given above;

“ person ” includes any individual, sole proprietorship, limited or general partnership or general partner acting on behalf thereof, firm, entity, unincorporated association or organization, trust or trustee acting on behalf thereof, body corporate, company, limited or unlimited liability company or Governmental Authority and, where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

“ Personal Data ” has the meaning given in Section 7(yy);

“ Preliminary Prospectus ” means the preliminary base PREP prospectus of the Company (in both the English and French languages unless the context indicates otherwise) dated November 3, 2021 relating to the distribution of the Shares;

“ PREP Information ” means the information to be included in the Supplemented PREP Prospectus that is omitted from the Base PREP Prospectus in accordance with the PREP Procedures but that is deemed under the PREP Procedures to be incorporated by reference into the Base PREP Prospectus as of the date of the Supplemented PREP Prospectus;

“ PREP Procedures ” means the procedures for post-receipt pricing under NI 44-103;

“ President’s List Allocation ” has the meaning given above;

“ President’s List Private Placement ” has the meaning given above;

“ Prospectus ” means, collectively, the Preliminary Prospectus, the Amended Preliminary Prospectus, the Base PREP Prospectus, the Supplemented PREP Prospectus and any Prospectus Amendment;

“ Prospectus Amendment ” means any amendment to the Supplemented PREP Prospectus;

“ provide ” or “ provided ”, in the context of sending or making available marketing materials to a potential purchaser of Shares, has the meaning given in NI 41-101;

“ Purchase Price ” has the meaning given above;

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

“ Qualified Institutional Buyer ” means a qualified institutional buyer as defined in Rule 144A(a)(1) under the U.S. Securities Act;

“ Ramirez ” means Samuel A. Ramirez & Company, Inc.;

“ Registration Rights Agreement ” means the registration rights agreement to be entered into among, inter alia , the Company, Louis Têtu, Laurent Simoneau, Beacon Investment LLC, Chercher Investment LLC, Investissement Québec, Fonds de Solidarité des Travailleurs du Québec (F.T.Q.), OGE Holdings Inc. and Al-Rayyan Holding LLC, dated as of the Closing Date;

“ Reorganization ” means the reorganization to be carried out by the Company and its subsidiaries as described in the Prospectus under the heading “Pre-Closing Capital Changes”;

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

“ Sanction ” has the meaning given in Section 7(ddd);

“ Sanctioned Country ” and “ Sanctioned Countries ” have the respective meanings given in Section 7(ddd);

“ Sanctioned Person ” and “ Sanctioned Persons ” have the respective meanings given in Section 7(ddd);

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

“ Selling Firm ” has the meaning given in Section 4(a);

“ Shares ” has the meaning given above;

“ Specified Purchaser ” has the meaning given in Section 14;

“ Subordinate Voting Shares ” has the meaning given above;

“ subsidiary ” has the meaning given to such term in Regulation 45-106 respecting Prospectus Exemptions ;

“ Supplemented PREP Prospectus ” means the final supplemented PREP prospectus of the Company (in both the English and French languages unless the context indicates otherwise) setting forth the PREP Information, relating to the distribution of the Shares, including the template version of any marketing materials included or incorporated by reference therein;

“ template version ” has the meaning given in NI 41-101 and includes any revised template version of marketing materials as contemplated in NI 41-101;

“ TMX Group ” has the meaning given in Section 33;

“ TSX ” means The Toronto Stock Exchange;

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

“ Underwriters’ Information ” means information and statements relating solely to the Underwriters which have been provided by the Underwriters to the Company in writing specifically for use in the Prospectus and U.S. Placement Memorandum, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information: their respective names and the information related to stabilizing transactions, over-allotment transactions and syndicate covering transactions contained under the sub-heading “Price Stabilization, Short Positions and Passive Market Making” in the section titled “Plan of Distribution” and related disclosure on the cover page of the Prospectus;

“ Underwriting Fee ” has the meaning given in Section 14;

“ U.S. Affiliate ” has the meaning given in Schedule A hereto;

“ 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 each preliminary and final U.S. private placement memorandum (which shall include the Prospectus) used to make offers and sales of Shares in the United States to Qualified Institutional Buyers;

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

“ U.S. Securities Laws ” means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, including the rules and policies of the SEC and any applicable state securities laws;

“ U.S. Special Resolution Regime ” has the meaning given in Section 37(c);

“ Written Testing-the-Waters Communication ” means any written communication with potential investors undertaken in reliance on, and in accordance with, Section 13.4 of NI 41-101.

Capitalized terms used and not otherwise defined in this Agreement have the respective meanings given to them in the Prospectus.

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.

2. Compliance with Securities Laws

The Company represents and warrants to the Underwriters that the Company has prepared and filed each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Base PREP Prospectus with the Canadian Securities Regulators and has obtained a receipt or deemed receipt from the Autorité des marchés financiers (as principal regulator), the Ontario Securities Commission and each of the other Canadian Securities Regulators pursuant to MI 11-102 for each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Base PREP Prospectus.

The Company also represents and warrants to the Underwriters that the Company has prepared and filed the Company Marketing Materials, as approved by the Company and the Joint Bookrunners, in the manner contemplated by Canadian Securities Laws.

The Company covenants with the Underwriters that it shall have, by no later than 8:00 a.m. (Montreal time) on November 17, 2021 (or such later date as may be determined by the Joint Bookrunners in their sole discretion), prepared and filed with the Canadian Securities Regulators a Supplemented PREP Prospectus (in the English and French languages) setting forth the PREP Information in a form approved by the Underwriters, acting reasonably. The Company 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 Company to enable the Shares to be lawfully distributed in the Qualifying Jurisdictions through the Underwriters, other than Oppenheimer and Ramirez, or their respective affiliates, or any other investment dealers or brokers duly registered as such in the Qualifying Jurisdictions.

3. Due Diligence

Prior to the filing of the Supplemented PREP Prospectus, the Company shall permit the Underwriters to review and participate in the preparation of the Supplemented PREP Prospectus 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 Canadian Securities Laws and in order to enable it to responsibly execute the certificate in the Supplemented PREP Prospectus required to be executed by it. Following the filing of the Supplemented PREP Prospectus up to the later of the Closing Date (or the Option Closing Date, as the case may be) and the date of completion of the distribution of the Shares, the Company shall allow each of the Underwriters and their U.S. Affiliates to conduct any due diligence investigations which it reasonably requires to confirm as at any date that it continues to have reasonable grounds for the belief that the Supplemented PREP Prospectus and any Prospectus Amendment do not contain a misrepresentation as at such date or as at the date of such Supplemented PREP Prospectus or any Prospectus Amendment.

4. Restrictions on Sale

(a) The Company 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 Canadian 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 Supplemented PREP 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 the Shares may be lawfully offered for sale or sold. Each Underwriter, (except Oppenheimer and Ramirez), jointly (the notion equivalent to “severally” in common law) and not solidarily represents and warrants that it is not a non-resident for purposes of the Income Tax Act (Canada).
(b) Each of Oppenheimer and Ramirez covenant and agree with the Company that (i) it and any Selling Firm appointed by it shall only sell Shares outside of Canada in accordance with applicable Canadian Securities Laws and all applicable U.S. federal and state securities laws, upon the terms and conditions set forth in the Final Prospectus or the U.S. Placement Memorandum, as applicable, and this Agreement, and (b) shall not, directly or indirectly, advertise or solicit offers to purchase or sell Shares in Canada. For the avoidance of doubt, Oppenheimer and Ramirez are not acting as underwriters of the Shares in any of the Qualifying Jurisdictions or otherwise rendering services in Canada in respect thereof and no action on the part of Oppenheimer and Ramirez in their capacity as underwriters of the Offering in the United States will create any impression or support any conclusion that they are acting as underwriters of the Shares in any of the Qualifying Jurisdictions.
(c) The Underwriters shall, and shall require any Selling Firm to agree to, 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 in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of such other jurisdictions or would otherwise require the Company to appoint an agent for service in such other jurisdiction.

(d) Notwithstanding the foregoing, the Company acknowledges and agrees that the Underwriters are acting jointly (the notion equivalent to “severally” in common law) and not solidarily, in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter will be liable for any breach, act, omission or conduct (including under this Section 4 or Schedule A to this Agreement) by another Underwriter or Selling Firm appointed by another Underwriter.
(e) For the purposes of this Section 4, the Underwriters shall be entitled to assume that the Shares are qualified for distribution in any Qualifying Jurisdiction where: (a) a receipt for each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Base PREP Prospectus shall have been obtained or deemed to have been issued from the applicable Canadian Securities Regulator following the filing of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Base PREP Prospectus, respectively, and (b) a Supplemented PREP Prospectus shall have been prepared and filed with the Canadian Securities Regulators.
(f) The Company 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 persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and the laws of any applicable U.S. states. Accordingly, the Company 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.
(g) The Underwriters will use commercially reasonable efforts to cause the distribution of the Shares to occur in such a manner that the minimum distribution requirements for the initial listing and posting for trading of the Shares on the TSX are satisfied. Upon the request of the Company, the Joint Bookrunners will provide the TSX with a letter setting forth the anticipated distribution of the Offering based upon subscriptions for the Shares received as of the date of such request.

5. Delivery of Documents and Amendments

(a) On or prior to the time of filing of the Supplemented PREP Prospectus, the Company 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 the Prospectus in the English language signed and certified by the Company, as required by Canadian Securities Laws in the Qualifying Jurisdictions;
(ii) a copy of the Prospectus in the French language signed and certified by the Company, as required by Canadian Securities Laws applicable in the Province of Québec;
(iii) a copy of the U.S. Placement Memorandum;
(iv) a copy of any other document required to be filed by the Company under Canadian Securities Laws, including without limitation any marketing materials and template versions thereof;
(v) an opinion of Norton Rose Fulbright Canada LLP, dated the date of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Base PREP Prospectus and the Supplemented PREP Prospectus, each in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the Company, to the effect that the French language version of the Preliminary Prospectus, the Base PREP Prospectus, the Amended Preliminary Prospectus and the Supplemented PREP Prospectus, except for (i) the Financial Statements, (ii) the Index to Financial Statements, and (iii) information under the headings “Non-IFRS Measures”, “Selected Consolidated Financial Information”, appearing in the “Prospectus Summary”, “Selected Consolidated Financial Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Consolidated Capitalization” contained in the Prospectus (collectively, all information presented under (iii), the “ 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;
(vi) an opinion of PricewaterhouseCoopers LLP dated the date of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Base PREP Prospectus and the Supplemented PREP Prospectus, each in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the Company, to the effect that the French language version of the Financial Statements, the Index to Financial Statements and the Financial Information contained in the Prospectus, is, in all material respects, a complete and proper translation of the English language version thereof;
(vii) a “long-form” comfort letter of PricewaterhouseCoopers LLP, dated the date of the Supplemented PREP Prospectus (with the requisite procedures to be completed by such auditors no later than two Business Days prior to the date of the Supplemented PREP Prospectus), addressed to the

Underwriters and the board of directors of the Company, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to certain financial and numerical information relating to the Company contained in the Company Marketing Materials, and the Supplemented PREP Prospectus, which letter shall be in addition to the auditors’ reports contained in the Supplemented PREP Prospectus and any auditors’ comfort letter addressed to the Canadian Securities Regulators;

(viii) a copy of the letter from the TSX advising the Company that conditional approval of the listing of the Subordinate Voting Shares (including the Shares) has been granted by the TSX, subject to the satisfaction by the Company of the customary conditions set out therein.
(b) Subject to compliance with Section 12, in the event that the Company is required by Canadian Securities Laws to prepare and file a Prospectus Amendment or Company Marketing Materials Amendment, the Company shall prepare and deliver promptly to the Underwriters signed and certified copies of such Company Marketing Materials Amendment or such Prospectus Amendment in the English and French languages. Any Company Marketing Materials Amendments or Prospectus Amendments shall be in form and substance satisfactory to the Underwriters, acting reasonably. Concurrently with the delivery of any Company Marketing Materials Amendment or Prospectus Amendment, the Company shall deliver to the Underwriters, with respect to such Company Marketing Materials Amendment or Prospectus Amendment, documents similar to those referred to in Section 5(a).

6. Representations as to Prospectus, Prospectus Amendments

(a) Filing of the Prospectus shall constitute a representation and warranty by the Company to the Underwriters that, as at their respective dates and as at their respective dates of filing:
(i) the information and statements (excluding the Underwriters’ Information) contained in the Prospectus contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and the Shares as required by Canadian Securities Laws;
(ii) no material fact has been omitted from such information and statements (excluding the Underwriters’ Information) that is required to be stated in such information and statements or that is necessary to make a statement contained in such information and statements not misleading in the light of the circumstances under which it was made;
(iii) the information and statements (excluding the Underwriters’ Information) contained in the U.S. Placement Memorandum do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, all within the meaning of U.S. Securities Laws;

(iv) the statistical, industry and market-related data included in the Prospectus and the U.S. Placement Memorandum are based on or derived from sources that are believed by the Company to be reliable and accurate in all material respects, and the Company has obtained the consent to the use of such data or information from such sources to the extent required; and
(v) except with respect to any Underwriters’ Information, such documents comply fully with the requirements of Canadian Securities Laws, other than as to non-material matters of form or similar non-material matters or for which an exemption from such requirements has been obtained.

Such filings shall also constitute the Company’s consent to the Underwriters’ use of the Prospectus 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 to persons reasonably believed to be Qualified Institutional Buyers pursuant to Rule 144A.

7. Additional Representations and Warranties of the Company

The Company represents and warrants to the Underwriters, in addition to its representations and warranties in Schedule A hereto, and acknowledges that the Underwriters are relying upon such representations and warranties (for greater certainty, including those in Schedule A hereto) in purchasing the Firm Shares and the Optional Shares, if any, that:

(a) except as disclosed in the Final Prospectus, since September 30, 2021: (i) there has been no material change with respect to the Company and its subsidiaries taken as a whole, (ii) there have been no transactions entered into by the Company or any of its subsidiaries which are material with respect to the Company and its subsidiaries taken as a whole, other than those in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its shares, other than those that may be declared, paid or made by the Company in connection with the Reorganization;
(b) the Company is a corporation existing and in good standing under the Canada Business Corporations Act 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) each of the subsidiaries of the Company is a corporation existing and in good standing under the laws of its jurisdiction of formation 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) the Company has the requisite corporate power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder, and to execute and file with the Canadian Securities Regulators the Prospectus, and each of the

Company and its subsidiaries 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 and as proposed to be carried on;

(e) following the completion of the Reorganization and immediately prior to the Closing Time, the Company will have authorized share capital consisting of an unlimited number of Subordinate Voting Shares, an unlimited number of Multiple Voting Shares and an unlimited number of preferred shares, of which no Subordinate Voting Shares, 86,690,888 Multiple Voting Shares and no preferred shares will be issued and outstanding immediately following the completion of the Reorganization and prior to the Closing Time. No person 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 Company of any unissued shares of the Company or its subsidiaries, except as disclosed in the Final Prospectus or as otherwise disclosed in writing to the Underwriters;
(f) all of the Participating Shares of the Company to be issued and outstanding immediately following the Closing Time or the Option Closing Time, as the case may be, (including, for greater certainty, the Participating Shares to be issued pursuant to or as contemplated by the Reorganization) will by such time have been duly and validly authorized and issued and will be fully paid and non-assessable shares of the Company, and none of such Participating Shares of the Company will be issued in violation of the pre-emptive or similar rights of any securityholder of the Company or of any other person;
(g) following the completion of the Reorganization and immediately prior to the Closing Time, all of the issued and outstanding shares or other equity interests in the subsidiaries of the Company are 100% owned, directly or indirectly, by the Company (free and clear of all Liens other than liens granted in connection with the Credit Facilities); in addition, all of the issued and outstanding shares or other equity interests in the subsidiaries of the Company have been duly and validly authorized and issued by such subsidiaries and are fully paid and non-assessable shares or other equity interests of such subsidiaries;
(h) other than the shares or other equity interests in the subsidiaries of the Company, the Company does not have any equity interest, directly or indirectly, in any person; and no subsidiary of the Company other than those listed under the heading “Corporate Structure” in the Final Prospectus is required to be disclosed in the Final Prospectus pursuant to item 4.2 of Form 41-101F1;
(i) (A) the Financial Statements included in the Prospectus have been prepared in accordance with International Financial Reporting Standards applied on a consistent basis throughout the periods involved and present fairly in all material respects the consolidated financial position of the Company as at the dates and for the periods indicated therein; and (B) the information contained in the Prospectus under the headings “Selected Consolidated Financial Information” and “Consolidated Capitalization” have been compiled on a basis consistent with that of the Financial Statements;

(j) there are no business relationships, related-party transactions or off-balance sheet transactions involving the Company or any of its subsidiaries or any other person required to be described in the Prospectus or the U.S. Placement Memorandum (including the Financial Statements contained therein) which have not been described therein as required under International Financial Reporting Standards or applicable Canadian Securities Laws;
(k) all material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, pension plan premiums, accrued wages, salaries and commissions and Employee Plans payments of the Company and its subsidiaries have been recorded in conformity, in all material respects, with International Financial Reporting Standards and comply in all material respects as to the applicable accounting requirements of Canadian Securities Laws, and are reflected on the books and records of the Company and its subsidiaries, as applicable;
(l) neither the Company nor any of its subsidiaries has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except (i) as disclosed or contemplated in the Final Prospectus, or (ii) as incurred in the ordinary course of business by the Company or its subsidiaries, as the case may be, and which do not have a Material Adverse Effect;
(m) no acquisition has been made by the Company or any of its subsidiaries during or since its three most recently completed fiscal years that would require the financial statement disclosure in respect of the acquired business prescribed by item 32 or 35 of Form 41-101F1, and no proposed acquisition by the Company or any of its subsidiaries has progressed to a state where a reasonable person would believe that the likelihood of completing the acquisition is high and that would require the financial statement disclosure in respect of the acquired business prescribed by item 32 or 35 of Form 41-101F1;
(n) the Company has established and maintains, or will establish and maintain by such time as is permitted by NI 52-109, “disclosure controls and procedures” and “internal control over financial reporting” (each as defined in NI 52-109) as required by NI 52-109 and Canadian Securities Laws, and the Company is not aware, and has not been advised by its auditors, of any “material weakness” (as defined in NI 52-109) therein;
(o) subject to the Company establishing “disclosure controls and procedures” and “internal control over financial reporting” as set out in paragraph 7(n) above, since the date of the most recent Financial Statements, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
(p) to the knowledge of the Company, none of the Company’s directors or officers is now, or has ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

(q) no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm’s length with, any of the Company, its subsidiaries or predecessor companies, will continue after the Closing to be engaged in any material transaction or arrangement with or be a party to a material contract with, or have any material indebtedness, liability or obligation to, the Company or any of its subsidiaries, except as disclosed in the Final Prospectus or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Company or any of its subsidiaries as described in the Final Prospectus;
(r) neither the Company nor any of its subsidiaries is in breach or violation of: (A) any term or provision of its constating documents or by-laws, (B) any resolution of its board of directors or shareholders, or (C) except as would not have a Material Adverse Effect, any contract, mortgage, deed of trust, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence, law or regulation applicable to it or by which it is bound;
(s) the execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder, and the completion of the Reorganization and the issuance and sale of the Shares contemplated hereby: (i) 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: (A) any term or provision of the constating documents or by-laws of the Company, (B) any resolution of the board of directors or shareholders of the Company, or (C) except as would not have a Material Adverse Effect, any contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence, law or regulation applicable to the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is bound, and (ii) except as would not have a Material Adverse Effect, will not give rise to any Lien in or with respect to the properties or assets now owned or hereafter acquired by the Company or any of its subsidiaries or the acceleration or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Company or any of its subsidiaries or any of their properties or assets;
(t) the Final Prospectus describes, to the extent required by applicable Canadian Securities Laws, all material contracts (as defined in Canadian Securities Laws) of the Company;
(u) 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 Company in connection with: (i) the execution and delivery by the Company of this Agreement, (ii) the performance by the Company of its obligations under this Agreement, and (iii) the issuance, sale and distribution of the Shares in the manner contemplated by the Final Prospectus, except, in each case, as have been or will be obtained or made prior to Closing;

(v) except as disclosed in the Final Prospectus, to the knowledge of the Company, there is no pending or contemplated introduction of or change to any law, regulation or position of a Governmental Authority that would have a Material Adverse Effect;
(w) this Agreement, each of the Coattail Agreement, the Nomination Rights Agreement and the Registration Rights Agreement and the performance of the Company’s obligations hereunder and thereunder, the execution and filing with the Canadian Securities Regulators of the Prospectus and the Reorganization and the issuance and sale of the Shares have been or will at the Closing Time be duly authorized by all necessary corporate action, and this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (assuming the due authorization, execution and delivery thereof by the other parties hereto); 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;
(x) on or prior to the Closing Time, the form of the certificates for the Participating Shares will have been approved by the board of directors of the Company and adopted by the Company and will comply with all applicable legal and stock exchange requirements and will not conflict with the Company’s by-laws or constating documents;
(y) except as disclosed in the Final Prospectus, as provided in the Coattail Agreement, the Nomination Rights Agreement and the Registration Rights Agreement, or as otherwise disclosed in writing to the Underwriters and except for such agreement(s) as will be terminated on or prior to the Closing Date, there are no shareholders’ agreements, voting agreements, investors’ rights agreements or other agreements in force or effect to which the Company or any of its material subsidiaries disclosed in the Final Prospectus is a party and which in any manner affects or will affect the voting or control of any of the securities of the Company or any such material subsidiary, the nomination of directors to the board of the Company or any such material subsidiary or the operations or affairs of the Company or any such material subsidiary;
(z) except as disclosed in the Final Prospectus and the Registration Rights Agreement, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the U.S. Securities Act or to file a prospectus under Canadian Securities Laws with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the Offering;
(aa) the provisions of the Participating Shares and the preferred shares of the Company will conform, after giving effect to the Reorganization, in all material respects, with the descriptions thereof in the Prospectus under the heading “Description of Share Capital”;

(bb) the Shares have been or will be at their date of issue duly and validly authorized and, when issued or delivered in accordance with this Agreement, will be validly issued as fully paid and non-assessable shares of the Company 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 Company;
(cc) to the knowledge of the Company, no securities commission, stock exchange or other Governmental Authority has issued any order requiring trading in any of the Company’s securities to cease, preventing or suspending the use of the Prospectus or the U.S. Placement Memorandum or preventing the distribution of the Shares in any Qualifying Jurisdiction or in the United States nor has instituted proceedings for any of such purposes and, to the knowledge of the Company, no such proceedings are pending or contemplated;
(dd) TSX Trust Company, at its principal office in the City of Montreal, will at the Closing Time have been duly appointed as registrar and transfer agent for the Participating Shares;
(ee) except: (i) as disclosed in the Final Prospectus, or (ii) where, if determined adversely to the Company or any of its subsidiaries, such matters would not individually or collectively have a Material Adverse Effect or affect the validity of the issuance and sale of the Shares under this Agreement, there is no litigation or governmental or other proceeding or investigation at law or in equity by or before any Governmental Authority, domestic or foreign, in progress, pending or, to the Company’s knowledge, threatened against, or involving the assets, properties or business of, the Company or any of its subsidiaries, nor are there any matters under discussion outside of the ordinary course of business with any Governmental Authority relating to taxes, governmental charges, orders, assessments or reassessments asserted by any such authority, and to the knowledge of the Company 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, assessments or reassessments;
(ff) the Subordinate Voting Shares (including the Shares) are conditionally approved for listing on the TSX, subject to the satisfaction of customary conditions required by such exchange;
(gg) PricewaterhouseCoopers LLP is independent with respect to the Company within the meaning of the rules of professional conduct applicable to auditors in each of the provinces and territories of Canada, and there has not been any “reportable event” (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations ) with such firm or any other prior auditor of the Company or any of its subsidiaries;
(hh) except as would not have a Material Adverse Effect, the Company and each of the subsidiaries has filed all tax returns required to be filed by it on or prior to the date hereof have been filed, and has paid all taxes, assessments, reassessments and governmental charges, including any interest, additions to tax, penalties and other fines related thereto, due or claimed to be due, and has properly withheld or

collected and remitted all amounts required to be withheld or collected and remitted by it in respect of any governmental charges, and neither the Company nor any of its subsidiaries is a party to any agreement, waiver or other arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, or payment of any tax or any assessment or reassessment thereof, governmental charge or deficiency by the Company or any of its subsidiaries;

(ii) there is no tax deficiency which has been asserted against the Company or any of its subsidiaries which would have a Material Adverse Effect, and all material tax liabilities are adequately provided for in accordance with International Financial Reporting Standards in the Financial Statements for all periods up to September 30, 2021;
(jj) there are no stamp or other issuance, withholding or transfer taxes or duties or other similar fees or charges required to be paid by the Company or any of its subsidiaries or by or on behalf of the Underwriters to any jurisdiction in which the Company is organized or otherwise resident for tax purposes or any political subdivision or taxing authority thereof or therein in connection with (A) the execution and delivery and performance of this Agreement or (B) the offer and sale of the Shares by the Underwriters in the manner contemplated herein, in particular, in Section 4 hereof;
(kk) except as would not have a Material Adverse Effect, the Reorganization will not result in any tax liability of the Company or any of its subsidiaries, including but not limited to withholding taxes, and the Company and its subsidiaries will not assume or become subject to any tax (whether by contract, under transferee liability principles or otherwise) in connection with or as a result of such transactions;
(ll) except as would not have a Material Adverse Effect, there are no (i) actions, suits, proceedings, assessments, reassessments, claims or investigations in progress, pending or, to the knowledge of the Company, threatened, against the Company or any of its subsidiaries in respect of taxes, governmental charges, assessments or reassessments, or (ii) Liens for taxes upon the assets of the Company or any of its subsidiaries;
(mm) except where non-compliance does not have and would not reasonably be expected to have a Material Adverse Effect, each of the Company and its subsidiaries has conducted and is conducting its business or activities in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on such business or activities and neither the Company nor any of its subsidiaries has received any written notice of any alleged violation of any such laws, rules or regulations;
(nn) the Company and its subsidiaries, taken as a whole, possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct the business and activities now conducted by them, except where the failure to possess or obtain such certificates, authorizations or permits would not reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has received

any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole.

(oo) except as described in the Final Prospectus or for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) neither the Company nor any of its subsidiaries is in violation of any Environmental Laws, (ii) the Company and its subsidiaries have all permits, authorizations and 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 Company or any of its subsidiaries, and, to the knowledge of the Company, 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;
(pp) each Employee Plan has been maintained in all material respects in accordance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plan;
(qq) (i) each of the Company and its subsidiaries is in compliance with the provisions of all applicable federal, provincial, local and other laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect; (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened with any employee of the Company or any of its subsidiaries that would have a Material Adverse Effect, and, to the knowledge of the Company, no such collective labour dispute, grievance, arbitration or legal proceeding has occurred during the past year; and (iii) except as disclosed in the Final Prospectus, no union has been accredited or otherwise designated to represent any employees of the Company or any of its subsidiaries and, to the knowledge of the Company, no accreditation request or other representation question is pending with respect to the employees of the Company 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 Company or any of its subsidiaries’ facilities and none is currently being negotiated by the Company or any of its subsidiaries;
(rr) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, no existing customer, supplier, distributor, service provider, manufacturer, agent, reseller, sponsor, contractor or third party partner of the Company or any of its subsidiaries has indicated in writing that it intends to terminate its relationship with the Company or such subsidiary or that it will be

unable to meet the Company’s or such subsidiary’s supply, distribution, service, manufacturing or contracting requirements;

(ss) none of the Company or any of its subsidiaries owns any real property;
(tt) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor any of its subsidiaries is in default or breach of any real property lease, and neither the Company nor any of its subsidiaries has received any written notice or other written communication from the owner or manager of any real property leased by the Company or any of its subsidiaries that the Company or such subsidiary is not in compliance with any real property lease, and to the knowledge of the Company, no such notice or other communication is pending or has been threatened;
(uu) the Company and its subsidiaries maintain such policies of insurance with commercial providers of insurance as are appropriate for their operations, activities, properties and assets, in such amounts and against such risks as are customarily carried and insured against by entities engaged in the same or similar businesses, and all such policies of insurance will at Closing continue to be in full force and effect; and neither the Company nor any of its subsidiaries is in default as to the payment of premiums or otherwise, under the terms of any such policy, except as would not, individually or collectively, have a Material Adverse Effect;
(vv) each of the Company and its subsidiaries has good and marketable title to all of its assets and property except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect and, except for the sale of inventory in the ordinary course of business, no person has any contract or any right or privilege capable of becoming a right to purchase any asset or property from the Company or any of its subsidiaries;
(ww) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) each of the Company and its subsidiaries owns all rights in or has obtained valid and enforceable licenses or other rights to use, the systems, recipes, know how (including trade secrets and other proprietary or confidential information), trade-marks (both registered and unregistered), service marks, trade names, industrial designs, domain names, patents, patent applications, inventions, copyrights, data and databases and any other intellectual property (collectively, “ Intellectual Property ”) described in the Prospectus as being owned or licensed by the Company or one of its subsidiary or which are used for the conduct of the Company’s and its subsidiaries’ business as currently carried on and proposed to be carried on, free and clear of any Lien or other adverse claim or interest of any kind or nature affecting the assets of the Company and its subsidiaries (other than Liens granted in connection with the Credit Facilities); (ii) except as disclosed in the Final Prospectus and to the knowledge of the Company, there is no infringement or misappropriation or other violation by third parties of any Intellectual Property owned, licensed or commercialized by the Company or any of its subsidiaries; (iii) except as disclosed in the Final Prospectus, there is no action, suit, proceeding or claim pending or, to the knowledge of the Company, threatened by others challenging the Company’s and its subsidiaries’ rights in or to

any Intellectual Property or the validity or scope of any Intellectual Property owned, licensed or commercialized by the Company, and the Company is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the Company’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 Company or any of its subsidiaries is and remains confidential to the Company or such subsidiary, as the case may be;

(xx) except as disclosed in the Final Prospectus, and except as would not have a Material Adverse Effect, (i) the Company and its subsidiaries use and have used any and all software and other materials distributed or made available under or subject to a “free,” “open source,” or similar licensing model (including but not limited to those being considered an open source software licenses by the Open Source Initiative or a free software license by the Free Software Foundation such as the MIT License, Apache License, GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (collectively, “ Open Source Software ”) in material compliance with all license terms applicable to such Open Source Software; and (ii) neither the Company nor any of its subsidiaries uses or distributes any Open Source Software in any manner that, as a result or condition of such use or distribution, requires or has required (A) the Company or any of its subsidiaries to permit reverse engineering, decompiling, disassembling, or deriving of any software code or other technology owned by the Company or any of its subsidiaries or (B) any software code or other technology owned by the Company or any of its subsidiaries to be (1) disclosed or distributed in source code form; (2) licensed for the purpose of making derivative works; or (3) redistributed or otherwise made available at no or nominal charge;
(yy) except as disclosed in the Final Prospectus, the Company and its subsidiaries deploy commercially reasonable efforts to ensure their 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 Company and its subsidiaries as currently conducted, free and clear, to the knowledge of the Company, of material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptions. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and 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, household, sensitive, confidential or regulated data (“ Personal Data ”)) used in connection with their businesses. To Company’s knowledge, the Company 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 Authority, internal and external policies, and contractual obligations relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by or on behalf of the Company and/or its subsidiaries of Personal Data, the privacy and security of Personal Data, and to the protection of such Personal Data from unauthorized use, access, disclosure,

misappropriation or modification (“ Data Security Obligations ”). Except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and each of its subsidiaries have not received any notification of or complaint alleging non-compliance with any Data Security Obligations, and there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or, to the Company’s knowledge, threatened, alleging non-compliance with any Data Security Obligation;

(zz) to the Company’s knowledge, the Company and its subsidiaries have not experienced, and they have not been notified of and have no knowledge of any event or condition that would reasonably be expected to result in, any loss, damage, or unauthorized access, disclosure, use or breach of security of any Personal Data in their possession, custody or control, or otherwise held on their behalf, which materially compromised or may materially compromise the confidentiality, security or integrity of such Personal Data or that would, individually or in the aggregate, otherwise have a Material Adverse Effect. The Company has implemented and maintained backup and disaster recovery technology consistent with industry standards and practice;
(aaa) the minute books and corporate records of the Company made available to Fasken Martineau DuMoulin LLP, Canadian counsel to the Underwriters, in connection with the Underwriters’ due diligence investigations are true and complete copies thereof and contain copies of all proceedings of the shareholders, the board of directors and all committees of the board of directors of the Company that have been minuted or resolved since March 31, 2018, and there have been no other meetings, resolutions or proceedings of the shareholders, the board of directors or any committee thereof from such date to the date of review of such corporate records and minute books not reflected in such minute books and other corporate records, other than those which are not material in the context of the Company or those in connection with the Reorganization (copies of which will be made available to counsel to the Underwriters prior to Closing);
(bbb) the operations of the Company and its subsidiaries are and have been conducted at all times in compliance 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 by any Governmental Authority to which they are subject (collectively, the “ Anti-Money Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened;
(ccc) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that could result in a sanction for violation by such persons of the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada) or the Dutch Criminal Code , each as may be amended, any similar law of any other relevant

jurisdiction, or the rules or regulations thereunder; and the Company has instituted and maintains policies and procedures designed to ensure compliance therewith. No part of the proceeds of the Offering will be used, directly or indirectly, in violation of the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada) or the Dutch Criminal Code , each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder;

(ddd) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is, or is controlled by or is acting on behalf of, an individual or entity that is currently the subject of any sanctions administered or enforced by the United States (including any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce, and including, without limitation, the designation as a “specially designated national” or “blocked person”), Canada (including sanctions administered or enforced by Global Affairs Canada and the Royal Canadian Mounted Police or other relevant sanctions authority), the European Union, Her Majesty’s Treasury, the United Nations Security Council or other relevant sanctions authority (collectively, “ Sanctions ” and such persons, “ Sanctioned Persons ” and each such person, a “ Sanctioned Person ”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory, including, without limitation, Crimea, Cuba, Sudan, Syria, Iran and North Korea (collectively, the “ Sanctioned Countries ” and each, a “ Sanctioned Country ”) or (iii) intends to, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity (I) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (II) in any other manner that would result in a violation of any applicable Sanctions by, or could result in the imposition of applicable Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise), and the Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. For the past five (5) years, the Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and has not knowingly committed to engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except to the extent permitted under Sanctions and applicable laws;
(eee) neither the Company nor any of its subsidiaries is party to or bound by any agreement or undertaking entered into pursuant to the Competition Act (Canada) or the Investment Canada Act (Canada);

(fff) neither the Company nor any of its subsidiaries has taken, and the Company and its subsidiaries will not take, any action which constitutes stabilization or manipulation of the price of any security of the Company;
(ggg) the Company’s board of directors has validly appointed, or will validly appoint by the Closing Date, an audit committee and the board of directors and/or its audit committee has adopted, or will adopt by the Closing Date, a charter that satisfies the requirements of Regulation 52-110 – Audit Committees ;
(hhh) other than as contemplated hereby, there is no person acting at the request of the Company who is entitled to any commission, finder’s fee, advisory fee, underwriting fee or agency fee in connection with or as a result of the sale of the Shares; and
(iii) the Company will apply the net proceeds from the issue and sale of the Firm Shares substantially in accordance with the disclosure set out under the heading “Use of Proceeds” in the Final Prospectus.

8. Covenants of the Company

The Company covenants with the Underwriters that:

(a) it will advise the Underwriters, promptly after receiving notice thereof, of the time when the Supplemented PREP Prospectus or any Prospectus Amendment has been filed and when any receipt for a Prospectus Amendment has been obtained and will provide evidence satisfactory to the Underwriters 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 Prospectus or the U.S. Placement Memorandum; (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 commercially 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.

9. Commercial Copies

The Company shall cause commercial copies of the Supplemented PREP Prospectus in the English and French languages and the final U.S. Placement Memorandum 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 of the Supplemented PREP Prospectus and the final U.S. Placement Memorandum shall be effected as soon as possible after filing of the Supplemented PREP Prospectus with the Canadian Securities Regulators, but in any event on or before 12:00 noon (Montreal time) on November 19,

2021 (for deliveries in Toronto) and 12:00 noon (local time) on November 22, 2021 (for deliveries other than in Toronto). Such deliveries shall constitute the consent of the Company to the Underwriters’ use of the Supplemented PREP Prospectus for the distribution of the Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the use of the final U.S. Placement Memorandum for the purposes of confirming sales to purchasers (being Qualified Institutional Buyers) in the United States in accordance with Rule 144A. The Company shall similarly cause to be delivered commercial copies of any Prospectus Amendments.

10. Change of Closing Date

Subject to the termination provisions contained in Section 18, if a material change with respect to the Company or a change in a material fact contained in the Prospectus occurs prior to the Closing Date or the Option Closing Date, if the Over-Allotment Option is exercised, the Closing Date or the Option Closing Date, as applicable, shall be, unless the Company and the Underwriters otherwise agree in writing or unless otherwise required under Canadian Securities Laws, the sixth calendar 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 receipts obtained for such filings and notice of such filings from the Company or its counsel have been received by the Underwriters; and
(b) the date upon which the commercial copies of any Prospectus Amendments have been delivered in accordance with Section 9.

11. Completion of Distribution

The Underwriters shall, and shall cause each Selling Firm to, after the Closing Time or the Option Closing Time, as applicable:

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

12. 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 or the Option Closing Date, as applicable, and the date of completion of distribution of the Shares under the Supplemented PREP Prospectus and the final U.S. Placement Memorandum and any Prospectus Amendment, the Company shall promptly notify the Underwriters and their counsel in writing of:

(i) any filing made by the Company of information relating to the Offering with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction;
(ii) any material change (actual, anticipated, contemplated, proposed by or threatened, financial or otherwise) in the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flows, Adjusted Operating Loss, business or operations of the Company and its subsidiaries, taken as a whole as a going concern;
(iii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Supplemented PREP Prospectus or the U.S. Placement Memorandum had the fact arisen or been discovered on or prior to the date of such document; and
(iv) 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 Supplemented PREP 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 Supplemented PREP 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 Supplemented PREP Prospectus or any Prospectus Amendment (or which would result in the U.S. Placement Memorandum containing any untrue statement of a material fact or omission of any material fact that is necessary to make a statement contained in the U.S. Placement Memorandum not misleading in the light of the circumstances under which it was made, within the meaning of U.S. Securities Laws) or which would result in the Supplemented PREP 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 or the Option Closing Date, as applicable, and the date of completion of the distribution of the Shares.
(b) The Company 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 Canadian Securities Laws as a result of a fact or change referred to in Section 12(a), provided that the Company shall not file any Prospectus Amendment or other document without first obtaining the approval of the Underwriters, after consultation with the Underwriters with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith discuss with the Joint Bookrunners 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 12.
(c) The Company will or, if applicable, will cause any of its subsidiaries to, promptly provide to the Underwriters, during the period commencing on the date hereof and

until completion of the distribution of the Shares, drafts of any press releases and other public announcements of the Company or its subsidiaries relating to the Company, its subsidiaries, the Shares, the Participating Shares or the Offering for review by the Underwriters and their respective counsel prior to issuance, provided that any such review will be completed in a timely manner.

13. 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 Company shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Prospectus Amendment with the appropriate Canadian Securities Regulator in each of the Qualifying Jurisdictions where such filing is required.

14. Underwriting Fee

In consideration of the Underwriters’ purchase of: (i) the Firm Shares, except those Firm Shares that are either to be subsequently sold to a specified institutional purchaser agreed to among the Company and the Underwriters (the “ Specified Purchaser ”) or subject to the President’s List Allocation, the Company agrees to pay to the Underwriters a fee of $0.86 per Firm Share (being 5.75% of the Purchase Price) purchased by the Underwriters from the Company; (ii) the Firm Shares that are either to be subsequently sold to the Specified Purchaser or subject to the President’s List Allocation, the Company agrees to pay to the Underwriters a fee equal to $0.49 per Firm Share (being equal to 3.25% of the Purchase Price) purchased by the Underwriters from the Company and thereafter sold to the Specified Purchaser or as part of the President’s List Allocation; and (iii) the Optional Shares, if any, pursuant to this Agreement, the Company agrees to pay to the Underwriters a fee of $0.86 per Optional Shares (being 5.75% of the Purchase Price) purchased by the Underwriters from the Company (collectively, the “ Underwriting Fee ”). The Underwriting Fee shall be inclusive of a work fee equal to 9.00% of the Underwriting Fee payable to the Joint Bookrunners. For greater clarity, the work fee is extracted from the Underwriting Fee and is not an incremental fee. For greater certainty, no fee shall be payable to the Underwriters in connection with the President’s List Private Placement. The Underwriting Fee excludes any and all applicable sales and value-added taxes, which shall be payable by the Company. Notwithstanding the foregoing, any proposed change to the pre-agreed list of purchasers and Share allocations currently constituting the President’s List Allocation will need to be agreed upon in writing between the Company and the Joint Bookrunners.

15. Delivery of Purchase Price, Underwriting Fee and Shares

The purchase and sale of the Firm Shares and any Optional Shares shall be completed at the Closing Time or Option Closing Time, as the case may be, by virtual exchange of documents or at such place as the Underwriters and the Company may agree upon.

At the Closing Time, the Company shall duly and validly deliver the Firm Shares, and at the Option Closing Time, if applicable, the Company shall duly and validly deliver the Optional Shares, in each case in uncertificated form to the Underwriters as an “instant” or electronic deposit through the systems of CDS Clearing and Depository Services Inc., or in the manner directed by the Underwriters in writing, in each case registered in the name of “CDS & CO.” or in such other name or names as the Joint Bookrunners may direct the Company 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 Joint Bookrunners, at the Closing Time, the Company shall duly and validly deliver to the Underwriters one or more definitive share certificate(s) representing the Firm Shares, and at the Option Closing Time, the Company shall duly and validly deliver to the Underwriters one or more definitive share certificate(s) representing the Optional Shares, in each case registered in the name of “CDS & CO.” or in such other name or names as the Joint Bookrunners may direct the Company in writing not less than 48 hours prior to the Closing Time or the Option Closing Time, as the case may be.

In each case, delivery by the Company of the Firm Shares, or delivery by the Company of the Optional Shares, shall be against payment by the Underwriters to the Company of the Purchase Price for the Firm Shares or the Optional Shares, as the case may be, net of the Underwriting Fee, by wire transfer of immediately available funds together with a receipt signed by the Joint Bookrunners for such Firm Shares or Optional Shares, as the case may be, with the Company delivering a receipt for the Underwriting Fee.

16. Delivery of Shares

The Company shall, prior to the Closing Date and the Option Closing Date, as the case may be, make all necessary arrangements for the preparation and delivery of the Firm Shares or the Optional Shares, as the case may be, on the Closing Date or the Option Closing Date, as the case may be.

The Company shall pay all fees and expenses payable to TSX Trust Company and CDS Clearing and Depository Services Inc. in connection with the preparation and delivery of the Firm Shares or Optional Shares contemplated by this Section 16 and the fees and expenses payable to TSX Trust Company and CDS Clearing and Depository Services Inc. as may be required in the course of the distribution of the Firm Shares and the Optional Shares.

17. Conditions to Underwriters’ Obligation to Purchase

The Underwriters’ obligation to purchase the Firm Shares at the Closing Time shall be subject to the representations and warranties of the Company contained in this Agreement being accurate as of the date of this Agreement and as of the Closing Date, to the Company having performed all of its obligations under this Agreement and to the following additional 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 Norton Rose Fulbright Canada LLP, counsel to the Company, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of provinces other than Ontario, British Columbia, Alberta and Québec (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 Company and letters from

stock exchange representatives and transfer agents, with respect to the following matters:

(A) as to the existence of the Company under the laws of its jurisdiction of incorporation, formation or continuance and as to the corporate power and capacity of the Company to own and lease assets and to carry on business, in each case as described in the Final Prospectus and to execute, deliver and perform its obligations under this Agreement and to undertake the Reorganization;
(B) as to the authorized and issued capital of the Company;
(C) that all necessary corporate action has been taken by the Company to authorize the execution of each of the Prospectus, and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions;
(D) that all necessary corporate action has been taken by the Company to: (1) authorize the execution and delivery of this Agreement, the Coattail Agreement, the Nomination Rights Agreement and the performance of its obligations hereunder and thereunder, (2) authorize the Reorganization, and (3) issue and deliver to the Underwriters the Firm Shares and the Optional Shares pursuant to this Agreement;
(E) that this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to customary qualifications for enforceability opinions;
(F) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required of the Company under the laws of the Province of Québec and the federal laws of Canada applicable therein in connection with: (1) the execution and delivery of this Agreement and the performance of its obligations hereunder, (2) the completion of the Reorganization, and (3) the issuance and delivery to the Underwriters of the Shares pursuant to this Agreement, other than filings under the securities laws of the Province of Québec which have been duly made by or on behalf of the Company (other than the filing of a report as to the geographic distribution of the Shares);
(G) that the execution and delivery of each of this Agreement and the performance of the Company’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 the articles or by-laws of the Company or any laws of the Province of Québec or the federal laws of Canada applicable therein;

(H) that the Company has taken all necessary corporate action to authorize the issuance of the Multiple Voting Shares and that such Multiple Voting Shares, when issued, will be validly issued as fully paid and non-assessable Multiple Voting Shares of the Company;
(I) that the Company has taken all necessary corporate action to authorize the issuance of the Firm Shares and the Optional Shares and that such shares, when issued and delivered in accordance with the terms of this Agreement, will be validly issued as fully paid and non-assessable Subordinate Voting Shares of the Company;
(J) that the provisions of the Participating Shares and the preferred shares of the Company conform as to legal matters, in all material respects, with the descriptions of the Participating Shares and the preferred shares in the Supplemented PREP Prospectus under the heading “Description of Share Capital”;
(K) that the form and terms of the certificates representing the Participating Shares have been duly approved by the Company and comply with the provisions of the articles and by-laws of the Company, the requirements of the Canada Business Corporations Act and the applicable requirements of the TSX;
(L) that the statements in the Supplemented PREP Prospectus under the heading “Eligibility for Investment” are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein;
(M) that the statements in the Supplemented PREP Prospectus under the heading “Certain Canadian Federal Income Tax Considerations”, to the extent that such statements summarize matters of law or legal conclusion, fairly summarize the matters described therein in all material respects, subject to the assumptions, qualifications, limitations and restrictions set out therein;
(N) that TSX Trust Company at its principal offices in the City of Montreal has been duly appointed as the transfer agent and registrar for the Participating Shares;
(O) that all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled by the Company as required under Canadian Securities Laws in order to qualify the Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers duly registered under the applicable laws of such Qualifying Jurisdictions who have complied with the relevant provisions of Canadian Securities Laws;

(P) as to compliance with the laws of the Province of Québec relating to the use of the French language in connection with the Offering and documents to be delivered to purchasers in such province, including without limitation the Prospectus; and
(Q) that the Subordinate Voting Shares (including the Shares) have been conditionally approved for listing by the TSX, subject to the fulfilment of the requirements of such exchange on or before February 10, 2022.
(ii) The Underwriters shall have received at the Closing Time a legal opinion of Fasken Martineau DuMoulin LLP, dated the Closing Date, addressed to the Underwriters with respect to certain of the matters in Section 17(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 the Provinces of Québec and Ontario.
(iii) If any of the Shares are sold in the United States, the Underwriters shall have received at the Closing Time an opinion of Norton Rose Fulbright Canada LLP, as special U.S. counsel to the Company, in form and substance satisfactory to the Underwriters and their U.S. Affiliates, acting reasonably, which opinion may be subject to usual and customary assumptions and qualifications for opinions of this type, to the effect that it is not necessary in connection with (i) the offer, sale and delivery of the Shares by the Company and (ii) the initial re-offer and resale of the Shares by the Underwriters, through their U.S. Affiliates in the United States, to register the Shares under the U.S. Securities Act, provided, in each case, that such offers, sales and deliveries are made in accordance with this Agreement (it being understood that no opinion needs to be given by such counsel as to subsequent resale of the Shares).
(iv) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, addressed to the Underwriters from legal counsel to each of Coveo Software Corp. and Qubit Digital Ltd (the “ Foreign Subsidiaries ”), as to the laws of the relevant jurisdiction and counsel may rely upon, as to matters of fact, certificates of the auditors of such Foreign Subsidiary, public officials and officers of such Foreign Subsidiary, as applicable, as to the following matters:
(A) as to the existence and good standing (where applicable) status of each of the Foreign Subsidiaries under the laws of its jurisdiction of incorporation;
(B) the authorized share capital of each of the Foreign Subsidiaries; and
(C) that each of the Foreign Subsidiaries has all requisite corporate power, capacity and authority under the laws of its respective jurisdiction of incorporation or formation to (i) carry on its

businesses as presently carried on; and (ii) to own its property and assets.

(v) The Underwriters and their U.S. Affiliates shall have received at the Closing Time a customary negative assurance disclosure letter from Norton Rose Fulbright Canada LLP, as special U.S. counsel to the Company.
(b) Delivery of Comfort Letters
(i) The Underwriters shall have received at the Closing Time a bring-down comfort letter dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from PricewaterhouseCoopers LLP, confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 5(a)(vii) 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 certificates dated the Closing Date, addressed to the Underwriters and their U.S. Affiliates (and, if necessary for opinion purposes, counsel to the Underwriters) and signed by officers of the Company acceptable to the Underwriters, acting reasonably, with respect to the constating documents of the Company, the absence of proceedings taken regarding dissolution, all resolutions of the board of directors of the Company relating to this Agreement and related matters, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters may reasonably request.
(ii) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters, their U.S. Affiliates and counsel to the Underwriters and signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer or other officers of the Company acceptable to the Underwriters, acting reasonably, certifying for and on behalf of the Company and without personal liability, after having made due enquiry and after having carefully examined the Supplemented PREP Prospectus, the U.S. Placement Memorandum and any Prospectus Amendments:
- (A) that since the respective dates as of which information is given in the Supplemented PREP Prospectus, as amended by any Prospectus Amendments, and the final U.S. Placement Memorandum (1) there has been no Material Adverse Change, and (2) no transaction has been entered into by any of the Company or its subsidiaries which is material to the Company and its subsidiaries taken as a whole, other than as disclosed in the Supplemented PREP Prospectus, the

U.S. Placement Memorandum or the Prospectus Amendments, as the case may be;

(B) that the Prospectus and the U.S. Placement Memorandum (excluding any Underwriters’ Information) do not contain a misrepresentation or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading and contain full, true and plain disclosure of all material facts relating to the Company and the Shares;
(C) that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Subordinate Voting Shares or any other securities of the Company has been issued by any Governmental Authority (including the TSX and any stock exchange) and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or by any Governmental Authority (including the TSX and any stock exchange);
(D) that the Company 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 Company contained in this Agreement are true and correct as of the Closing Time in all material respects (except for such representations and warranties of the Company qualified by materiality or which refer to a Material Adverse Effect, which shall be true and correct in all respects) 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, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all respects as of that date only.

(d) Listing Approval

The Subordinate Voting Shares (including the Shares) shall have been approved for listing on the TSX on or before the Business Day immediately preceding the Closing Date, subject only to the satisfaction by the Company of customary conditions. For greater certainty, the Company will use its best efforts to ensure that an “if, as and when issued” market will be available on the TSX as of the first trading day following the pricing of the Offering.

(e)

Lock-Up Agreements

The Underwriters shall have received, prior to the Closing Time, an executed lockup agreement, substantially in the form of Schedule B, from the members of

management and the directors of the Company. In addition, the Company shall use commercially reasonable efforts to obtain from each of the shareholders and optionholders of the Company an undertaking that such shareholders and optionholders will execute a lock-up agreement, substantially in the form of Schedule B.

(f) Receipt of Additional Documents

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

(g) Reorganization

The Reorganization shall have been completed as described in the Supplemented PREP Prospectus.

(h) Over-Allotment Closing Documents

The joint (the notion equivalent to “several” in common law) obligations of the Underwriters to purchase the Optional Shares, if any, hereunder are subject to the delivery to the Joint Bookrunners on the Option Closing Date of (i) a customary “bring-down” “10b5” letter from each of Norton Rose Fulbright US LLP, as U.S. counsel to the Company, (ii) a customary “bring-down” comfort letter from PricewaterhouseCoopers LLP relating to each of the comfort letters delivered pursuant to Section 5(a)(vii), (iii) certificates dated the Option Closing Date substantially similar to the officer’s certificates referred to in Section 17(c) and (iv) such other customary closing certificates and documents as the Joint Bookrunners may reasonably request with respect to the good standing of the Company and other matters related to the sale and issuance of the Optional Shares.

18. Rights of Termination

(a) Regulatory Proceedings Out

If, after the date hereof and prior to the Closing Time, any enquiry, action, suit, investigation, order, ruling or other proceeding, whether formal or informal, is instituted or announced by or before any federal, provincial, state or other Governmental Authority in relation to the Company or any of its subsidiaries, or there is any change in law, or the interpretation or administration thereof, or there is a general moratorium on banking activities in the United States or Canada declared by relevant authorities, or a material disruption in commercial banking or securities settlement or clearance services, which, in any such cases, in the reasonable opinion of any of the Underwriters, operates to prevent or suspend, or to materially inhibit, restrict or otherwise adversely affect the distribution of, or trading in, the Shares, then such Underwriter shall be entitled, at its option and in accordance with Section 18(f), to terminate its obligations under this Agreement by notice to that effect given to the Company any time at or prior to the Closing Time or Option Closing Time, as applicable.

(b) Disaster Out

If, after the date hereof and prior to the Closing Time or the Option Closing Time, as applicable, 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 outbreak, pandemic or escalation of national or international hostilities or any crisis or calamity) or any governmental action, law or regulation, including as a result of the COVID-19 pandemic but only to the extent there are material adverse developments relating thereto occurring after the date hereof, which, in the reasonable opinion of any of the Underwriters, seriously adversely affects or will seriously adversely affect the financial markets in Canada or the United States or the business, operations or affairs of the Company and its subsidiaries taken as a whole, then each such Underwriter shall be entitled, at its option and in accordance with Section 18(f), to terminate its obligations under this Agreement by written notice to that effect given to the Company at any time at or prior to the Closing Time or the Option Closing Time, as applicable.

(c)

Market Out

If, after the date hereof and prior to the Closing Time or the Option Closing Time, as applicable, the state of financial markets in Canada or the United States is such that, in the reasonable opinion of any of the Underwriters, the Shares cannot be marketed profitably, then each such Underwriter shall be entitled, at its option and in accordance with Section 18(f), to terminate its obligations under this Agreement by written notice to that effect given to the Company at any time at or prior to the Closing Time or the Option Closing Time, as applicable.

(d) Material Change or Change in Material Fact Out

If, after the date hereof and prior to the Closing Time or the Option Closing Time, as applicable, there shall occur, be discovered by the Underwriters or be announced by the Company any material change or change in a material fact or a new material fact arises or is discovered (other than a change or fact related solely to the Underwriters) which, in the reasonable opinion of any of the Underwriters, would result in the purchasers of a material number of Shares exercising their right under applicable Canadian Securities Laws to withdraw or rescind from their purchase of Shares, or 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 18(f), to terminate its obligations under this Agreement by written notice to that effect given to the Company any time at or prior to the Closing Time or the Option Closing Time, as applicable.

(e)

Non-Compliance with Conditions

The Company agrees that all terms and conditions in Section 17 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 Company to comply with any such conditions in all material respects shall entitle

any of the Underwriters to terminate its obligations to purchase the Shares by notice to that effect given to the Company at any time at or prior to the Closing Time or the Option Closing Time, as applicable, 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 any other terms and conditions or any other or subsequent breach or noncompliance, 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.

(f) Exercise of Termination Rights

The rights of termination contained in Sections 18(a), (b), (c), (d) and (e) may be exercised by any of the Underwriters with respect to the obligation of such Underwriter 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 noncompliance by the Company 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 terminating Underwriter(s) to the Company or on the part of the Company to the terminating Underwriter(s) except in respect of any liability which may have arisen prior to or arise after such termination under Sections 19, 20 and 22. A notice of termination given by an Underwriter under Section 18(a), (b), (c), (d) or (e) shall not be binding upon any other Underwriter who has not also executed such notice.

19. Indemnity

(a) Rights of Indemnity from the Company

The Company agrees to indemnify and save harmless each of the several Underwriters and each of their respective affiliates and persons controlling (or deemed to be controlling) any of the Underwriters, as the case may be, and each of their respective directors, officers, partners, employees and agents, to the full extent lawful, from and against all liabilities, claims, actions, losses, costs, damages and expenses of any nature (including without limitation the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims, commenced or threatened, and any and all other legal fees or expenses of counsel of any Underwriter reasonably incurred by such persons in connection with defending or investigating any of the above, which legal fees and other expenses the Company shall reimburse such persons for forthwith upon demand), but excluding any loss of profits (any such matter being referred to as a “ Claim ”), in any way caused by, or arising directly or indirectly from, or in consequence of :

(i) any information or statement (excluding any Underwriters’ Information) contained in the Written Testing-the-Waters Communication, the Company Marketing Materials, the Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment or in any certificate of the Company delivered pursuant to this Agreement which at the time and in the light of the

circumstances under which it was made contains or is alleged to contain a misrepresentation or an untrue statement of a material fact;

(ii) any omission or alleged omission to state in the Written Testing-the-Waters Communication, the Company Marketing Materials, the Prospectus, the U.S. Placement Memorandum, any Prospectus Amendment or any certificate of the Company delivered pursuant to this Agreement, any material fact (excluding any Underwriters’ Information), 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 actual or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated or necessary to make any statement not misleading in light of the circumstances under which it was made or any misrepresentation or alleged misrepresentation (excluding any Underwriters’ Information) contained in the Written Testing-the-Waters Communication, the Company Marketing Materials, the Prospectus, the U.S. Placement Memorandum or any Prospectus Amendments, preventing or restricting the trading in or the sale or distribution of the Shares in any of the Qualifying Jurisdictions or in the United States;
(iv) the non-compliance or alleged non-compliance, or a breach or violation or alleged breach or violation, by the Company with any Canadian Securities Laws, any U.S. federal or state securities laws (including the U.S. Securities Act) or the securities laws of any other jurisdictions in which Shares were offered; or
(v) any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Agreement (including those in Schedule A hereto).

In the event that a person asserting a Claim was not provided a copy of the Final Prospectus (as then amended or supplemented, if the Company shall have furnished any amendments or supplements thereto) and Canadian Securities Laws required that such person be provided with the Final Prospectus by the Underwriters or Selling Firm, as applicable, this indemnity shall not enure to the benefit of the Indemnified Parties in respect of any Claim to the extent that the Final Prospectus corrects the untrue statement or information, misrepresentation or omission in the Preliminary Prospectus or the Amended Preliminary Prospectus which forms the basis of the Claim.

(b) Notification of Claims

If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided hereunder,

such person or company (the “ Indemnified Party ”) will notify the Company, in the event of an asserted Claim in respect of which indemnification may be sought under Section 19(a) as soon as possible of the particulars of such Claim (but the omission so to notify the Company of any Claim shall not affect the Company’s liability except to the extent that the Company is materially prejudiced by that failure, and then only to such extent). The Company shall assume the defence of any suit brought to enforce such Claim in respect of which indemnification is sought under Section 19(a), 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, compromise, consent to the entry of any judgment in or other seeking of termination of any Claim, may be made by the Company without the prior written consent of the Indemnified Party, 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 negligence, 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 19 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, her or its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless:

(i) the Company 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 Company and the Indemnified Party and the Indemnified Party shall have been advised in writing by legal counsel that the representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them for any reason; or
(iii) the Company has not retained counsel within 10 Business Days following receipt by the Company of notice of any such Claim from the Indemnified Party;

provided that no settlement of such Claim or admission of liability, compromise, consent to the entry of any judgment in or other seeking of termination of any

Claim, may be made by Indemnified Party without the prior written consent of the Company, acting reasonably. Notwithstanding any other provision of this Agreement, the Company shall only be liable for the reasonable fees and expenses of one separate law firm (in addition to any local counsel) at any time for all Indemnified Parties not having actual or potential differing interests in respect of a particular Claim.

20. Contribution

(a) Rights of Contribution

In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 19 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Underwriters, as applicable, or enforceable otherwise than in accordance with its terms, the Company 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 19 in such proportions as are appropriate to reflect the relative benefits received by the Company and the Underwriters from the Offering, as contemplated by this Agreement as well as the relative fault of the Company and the Underwriters with respect to such Claim. The relative benefits received by the Company and the Underwriters shall be deemed to be in the same ratio as the total proceeds from the offering of the Firm Shares and the Optional Shares, if any (net of the Underwriting Fee payable to the Underwriters but before deducting the expenses), received by the Company to the Underwriting Fee received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the matters or things referred to in Section 19(a) which resulted in the Claim relates to information supplied by or steps or actions taken or done or not taken or done by or on behalf of the Company or the Underwriters, as applicable, and the relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or misrepresentation or other matter or thing referred to in Section 19(a) and any other equitable considerations, whether or not the Company has been sued together with the Underwriters or sued separately from the Underwriters. In the event of any such contribution:
(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 Company 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 Company under this Agreement; and
(iii) no party who has been determined by a court of competent jurisdiction in a final judgment (which is not appealable) to have engaged in any fraud, fraudulent misrepresentation, wilful misconduct or gross negligence shall

be entitled to claim contribution from any person who has not been so determined to have engaged in such fraud, fraudulent misrepresentation, wilful misconduct or gross negligence.

(b) Rights of Indemnity and Contribution in Addition to Other Rights

The rights to indemnity and contribution provided in Sections 19 and 20 shall be in addition to and not in derogation of any other right to indemnity or contribution which the Underwriters or any other Indemnified Party may have by law, statute or otherwise.

(c)

Calculation of Contribution

In the event that the Company may be held to be entitled to contribution from the Underwriters under the provisions of any statute or at law, the Company 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 20(a); and
(ii) the amount of the Underwriting Fee actually received by the Underwriters from the Company 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 Company under this Agreement.

(d) Notice

If the Underwriters have reason to believe that a claim for contribution may arise, they shall give the Company notice of such claim in writing, as soon as reasonably possible, but failure to notify the Company shall not relieve the Company of any obligation which it may have to the Underwriters under this Section 20, except to the extent the Company is materially prejudiced thereby or would result in a material increase in the amount to be contributed by the Company.

(e)

Right of Contribution in Favour of Others

With respect to any party entitled to contribution who is not a party to this Agreement, the Underwriters shall obtain and hold the rights and benefits of Section 20 in trust for and on behalf of such party.

For purposes of this Section 20, each of the several Underwriters and each of their affiliates and persons controlling (or deemed to be controlling) any of the Underwriters, and each of their respective directors, officers, partners, employees and agents of the foregoing, shall have the same rights to contribution hereunder. The Underwriters’ respective obligations to contribute pursuant to this Section 20 are joint (the notion equivalent to “several” under common law) in proportion to

the percentages of Shares set forth opposite their respective names in Section 23(a) hereof and not solidary.

(f) Remedy Not Exclusive

The remedies provided for in this Section 20 are not exclusive and shall not limit (except as provided for herein) any rights or remedies which may otherwise be available to any party at law or in equity.

21. 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.

22. Expenses

Whether or not the Offering is completed, the Company will be responsible for 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 pursuant to the Prospectus incurred by the Company including, but not limited to, any fees and disbursements of technical and industry consultants, investor relations firms, accountants and auditors, the fees and disbursements of “road show” consultants, prospectus filing fees, any Investment Industry Regulatory Organization of Canada fees levied against the Underwriters as a result of the Offering, TSX listing fees, fees relating to arranging for clearance and settlement arrangements, all fees and disbursements of counsel to the Company, all costs incurred in connection with preparing, printing, translating into French and providing commercial copies of the Prospectus and the Company Marketing Materials and issuing and delivering the Shares (including any transfer taxes and any stamp or other duties payable upon the sale, issuance and delivery of the Shares to the Underwriters), and expenses incurred by the Company and the Underwriters related to road shows, marketing activities, information meetings and the preparation of audio-visual and other materials, together with related taxes.

In addition to the fees and expenses mentioned above, whether or not the Offering is completed, the Company will be responsible for (i) all reasonable out-of-pocket expenses of the Underwriters, subject to the terms and conditions of the Engagement Letter, including all of the Underwriters’ reasonable travel, meal and accommodation expenses in connection with the due diligence, road shows and marketing meetings, and (ii) all reasonable fees and disbursements of the external legal counsel of the Underwriters, subject to the terms and conditions of the Engagement Letter. All such expenses shall be payable by the Company promptly upon receiving an invoice therefor from the Underwriters. In all cases, the Company will also be responsible for any and all taxes and withholdings on amounts payable, including, for greater certainty, the Underwriting Fee which shall not include any and all applicable sales and value-added taxes thereon, to the Underwriters under this Agreement. For greater certainty, in no event will the Underwriters be responsible for any offering expenses that are incurred by the Company.

23. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

Subject to Section 23(b), the obligation of the Underwriters to purchase the Firm Shares or the Optional Shares, as the case may be, at the Closing Time or the Option Closing Time, as the case may be, shall be joint (the notion equivalent to “several” under common law) and not solidary and each of the Underwriters shall be obligated to purchase only that percentage of the Firm Shares or the Optional Shares, as the case may be, set out opposite the name of such Underwriter below.

BMO Nesbitt Burns Inc.	25.0%
Merrill Lynch Canada Inc.	20.0%
RBC Dominion Securities Inc.	12.5%
UBS Securities Canada Inc.	12.5%
Canaccord Genuity Corp.	7.0%
Oppenheimer	7.0%
National Bank Financial Inc.	5.0%
Scotia Capital Inc.	5.0%
TD Securities Inc.	5.0%
Ramirez	1.0%
	100.0%

For the avoidance of doubt, Oppenheimer and Ramirez will only distribute the Firm Shares and the Optional Shares, as the case may be, if any, outside of Canada.

(b) Purchases by Non-Defaulting Underwriters

If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters fails or refuses to purchase the Shares (other than as a result of validly exercising termination rights under Section 18) that it has or they have agreed to purchase hereunder on such date and the aggregate number of Shares with respect to which such default occurs is not more than 12% of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated, jointly (the notion equivalent to “severally” in common law), and not solidarily, on a pro rata basis according to the percentage set forth opposite their respective names in Section 23(a) or in such other proportion as agreed to by the Underwriters, to purchase such Shares. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters fails or refuses to purchase the Shares (other than as a result of validly exercising termination rights under Section 18) that it has or they have agreed to purchase hereunder on such date and the aggregate number of Shares with respect to which such default occurs is more than 12% of the aggregate number of Shares to be purchased on such date, each such non-defaulting Underwriter shall have the right to either (i) terminate its obligations under this Agreement, or (ii) proceed with the purchase of its percentage of Firm Shares or Optional Shares, as the case may be, as provided in Section 23(a) or elect to purchase additional Shares and, in such case, the Company shall (subject to the following sentence) sell such Firm Shares or

Optional Shares, as the case may be, to such Underwriter in accordance with the terms of this Agreement. In either case, if the amount of such Shares that the nondefaulting Underwriters are willing to purchase exceeds the amount of such Shares that are available for purchase, such Shares shall be divided pro rata among the non-defaulting Underwriters willing to purchase such Shares in proportion to the percentage of Shares which such non-defaulting Underwriters have agreed to purchase as set out in Section 23(a). In the event of a default by any Underwriter as set forth in this Section 23(b), the Closing Date or the Option Closing Date, as the case may be, shall be postponed for such period, not exceeding five (5) Business Days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected.

(c)

Exercise of Termination Rights

In the event that one or more, but not all, of the Underwriters exercise their right of termination under Section 18, the remaining Underwriters shall have the right, but shall not be obligated, to purchase all of the Shares that would otherwise have been purchased by the Underwriters that have exercised their right of termination. If the amount of such Shares that the remaining Underwriters are willing to purchase exceeds the amount of such Shares that are available for purchase, such Shares shall be divided pro rata among the remaining Underwriters willing to purchase such Shares in proportion to the percentage of Shares which such remaining Underwriters have agreed to purchase as set out in Section 23(a).

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

Nothing in this Section 23 shall oblige the Company to sell to the Underwriters less than all of the Firm Shares or the Optional Shares, as the case may be. In the event of the termination of the Company’s obligations under this Agreement as a result of the foregoing sentence, there shall be no further liability on the part of the Company to the Underwriters except in respect of any liability which may have arisen or may arise under Sections 19, 20 and 22. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

24. Lock-Up

During the period beginning on the Closing Date and ending on the date that is 180 days after the Closing Date, the Company agrees that it shall not, directly or indirectly, without the prior written consent of the Joint Bookrunners, on behalf of all of the Underwriters, such consent not to be unreasonably withheld, conditioned or delayed,

a) offer, sell, contract to sell, issue or grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, any Participating Shares, financial instruments or securities convertible into or exercisable or exchangeable for Participating Shares, in a public offering, by way of private placement or otherwise, or announce any intention to do any of the foregoing; or

b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Participating Shares, whether any such transaction is to be settled by delivery of Participating Shares, other securities, cash or otherwise;

in both cases, other than pursuant to:

i. the exercise of the Over-Allotment Option;
ii. the President’s List Private Placement;
iii. employee or executive incentive compensation arrangements currently in place or contemplated in the Final Prospectus, the articles of the Company, for transactions related to the Offering, or the exercise of convertible securities of the Company outstanding as of the Closing Date; or
iv. the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity (or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition), and the issuance of any such securities pursuant to any such agreement, or the entry into an agreement providing for the issuance securities in connection with joint ventures, commercial relationships, charitable contributions, or other strategic corporate transactions, and the issuance of any such securities pursuant to any such agreement, provided that any issuances in connection with such transactions shall not exceed 10% of the aggregate numbers of Participating Shares (on a fully diluted basis) and such sellers enter into lock-ups agreements provided in Section 17(e) for a period beginning at the issuance of such securities and ending on the date which is 180 days after the Closing Date.

25. Survival of Representations and Warranties

The representations, warranties, obligations and agreements of the Company 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 such maximum period of time as the Underwriters or any purchaser of Securities may be entitled to commence an action, or exercise a right of rescission, with respect to a misrepresentation contained or incorporated by reference in the Prospectus pursuant to Canadian Securities Laws in any of the Qualifying Jurisdictions, for the benefit of the Underwriters regardless of any investigation by or on behalf of the Underwriters with respect thereto.

26. Time

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

27. Assignment

The terms and provisions of this Agreement will be binding upon and inure to the benefit of the Company and the Underwriters and their respective successors and assigns, provided that,

except as otherwise provided in this Agreement, this Agreement will not be assignable by any party without the written consent of the others and any purported assignment without such consent will be invalid and of no force and effort.

28. Governing Law

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

29. 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 Company, addressed and sent to:

Coveo Solutions Inc. 3175 des Quatre-Bourgeois, Suite 200, Québec, Québec, Canada G1W 2K7 Attention: Louis Têtu and Jean Lavigueur E-mail: and

with a copy (which shall not constitute notice) to Norton Rose Fulbright Canada LLP, addressed and sent to:

Norton Rose Fulbright Canada LLP 1 Place Ville Marie, Suite 2500 Montreal, Québec, Canada H3B 1R1

Attention: Stephen Kelly and Renée Loiselle E-mail: and

If to BMO Nesbitt Burns Inc., addressed and sent to:

BMO Nesbitt Burns Inc. 129 Rue Saint-Jacques, 11[th] Floor Montreal, Québec, Canada H2Y 1L6

Attention: David Wismer and William Blanchard E-mail:

If to Merrill Lynch Canada, addressed and sent to:

Merrill Lynch Canada Inc. 181 Bay Street, Suite 400 Toronto, Ontario, Canada M5J 2V8

Attention: Deep Khosla and Jamie Hancock E-mail:

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

RBC Dominion Securities Inc. 1 Place Ville Marie, Suite 300 Montreal, Québec, Canada H3B 4R8

Attention: Kiron Mondal E-mail:

If to UBS Securities Canada Inc., addressed and sent to:

UBS Securities Canada Inc. 1800, McGill College Avenue, Suite 2400 Montreal, Québec, Canada H3A 3J6

Attention: Alain Auclair and Jason Leopold E-mail:

If to Canaccord Genuity Corp., addressed and sent to:

Canaccord Genuity Corp. 161 Bay Street, Suite 3100 Toronto, Ontario, Canada M5J 2S1

Attention: Mike Lauzon E-mail:

If to Oppenheimer, addressed and sent to:

Oppenheimer & Co. Inc. 85 Broad Street, 23rd Floor New York, New York, United States 10004

Attention: Nitin Doke E-mail:

If to National Bank Financial Inc., addressed and sent to:

National Bank Financial Inc. 1155 Metcalfe Street, 23rd Floor Montreal, Québec, Canada H3B 4S9

Attention: Benoit Veronneau E-mail:

If to Scotia Capital Inc., addressed and sent to:

Scotia Capital Inc. 40 King Street West, 64th floor Toronto, Ontario, Canada M5H 3Y2

Attention: Rob Sainsbury E-mail:

If to TD Securities Inc., addressed and sent to:

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

Attention: Hany Tawfik E-mail:

If to Ramirez, addressed and sent to:

Samuel A. Ramirez & Company, Inc. 61 Broadway, 29th Floor New York, New York, United States 10006

Attention: Lawrence F. Goldman E-mail:

If to any of the Underwriters, with a copy (which shall not constitute notice to the Underwriters) to Fasken Martineau DuMoulin LLP, addressed and sent to:

Fasken Martineau DuMoulin LLP 800, rue Square Victoria, Suite 3500 Montreal, Québec, Canada H4Z 1E9

Attention: Caitlin Rose E-mail:

or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 29. 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. (Montreal 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.

30. Authority of the Joint Bookrunners

The Joint Bookrunners are hereby authorized by each of the other Underwriters to act on its behalf and the Company shall be entitled to and shall act on any notice given in accordance

with Section 29 or agreement entered into by or on behalf of the Underwriters by the Joint Bookrunners. The Joint Bookrunners, jointly (the notion equivalent to “severally” in common law) and not solidarily, represent and warrant that they have irrevocable authority to bind the Underwriters, except in respect of any notice of termination pursuant to Section 18, which notice may be given by any of the Underwriters, or any waiver pursuant to Section 18(e), which waiver may be given by any of the Underwriters exercising such waiver. The Joint Bookrunners shall consult with the other Underwriters concerning any matter in respect of which they act as representatives of the Underwriters.

31. 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 Company or their respective security holders, creditors, employees or any other person, as applicable. The Company 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 Company 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; (c) the Underwriters or their affiliates may extend loans or provide other financial services in the ordinary course of business to any such person and (d) as a full service investment and commercial bank, the Underwriters and their affiliates may have investment and commercial banking, lending, asset management, prime brokerage services and other relationships with companies which are or may become involved in the transactions contemplated by this agreement and/or which may have interests which could potentially conflict with the interests of the Company (collectively, “ Bank Business ”). The Company agrees not to seek to restrict or challenge the ability of any of the Underwriters or their affiliates to conduct Bank Business.

The Company acknowledges that none of the Underwriters is advising the Company or any other person related to it as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company 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 Company 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 and provided that in the case of any affiliate which is a non-resident for purposes of the Income Tax Act (Canada), such services are not rendered in Canada.

32. No Advisory or Fiduciary Responsibility

The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other; (ii) in connection therewith each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company; (iii) no

Underwriter has assumed an advisory or fiduciary responsibility in favour of the Company with respect to the purchase and sale of the Shares pursuant to this Agreement hereby or any other obligation to the Company except the obligations expressly set forth in this Agreement; and (iv) the Company has consulted or had the opportunity to consult with its own legal and other advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company in connection with the purchase and sale of the Shares pursuant to this Agreement. None of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

33. TMX Group

The Company hereby acknowledges that National Bank Financial Inc. or an affiliate thereof, owns or controls an equity interest in TMX Group Limited (“ TMX Group ”) and may have a nominee director serving on the TMX Group’s board of directors. As such, such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSX, the TSX Venture Exchange and the TSX Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of such dealer supplying or continuing to supply a product or service. The Company confirms and acknowledges that the decision to list the Shares on the TSX was made by the Company. The Underwriters did and do not require the Company to list the Shares on the TSX as a condition of the Underwriters supplying or continuing to supply underwriting and/or any other services.

34. Counterparts

This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by facsimile or by email in portable document or other similar format and all such counterparts and electronic copies shall together constitute one and the same agreement.

35. Entire Agreement

The terms and conditions of this Agreement supersede any previous verbal or written agreement between the Underwriters (or any of them) and the Company with respect to the subject matter hereof, other than those sections of the Engagement Letter that by its terms continue following execution of this Agreement.

36. Language

The parties hereto declare that each of them has required this Agreement to be in the English language and each of them does hereby consent to any documentation, notices or legal proceedings provided for herein, issued hereunder, or relating directly or indirectly hereto, being in the English language. Chaque partie déclare par les présentes avoir demandé que la présente convention soit rédigée en anglais et chaque partie consent par les présentes à ce que tout document, procédure légale ou avis prévu ou découlant des présentes ou s’y rapportant directement ou indirectement soit rédigé en anglais seulement.

37. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
(c) As used in this section:
(i) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
(ii) “Covered Entity” means any of the following:
- (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
- (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
- (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
(iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
(iv) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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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 Agreement where indicated below and returning the same to the Joint Bookrunners upon which this Agreement as so accepted shall constitute an agreement among us.

BMO NESBITT BURNS INC.

By: (signed) David Wismer Name: David Wismer Title: Head, Global Technology & Business Services Investment Banking

MERRILL LYNCH CANADA INC.

By: (signed) Deep Khosla Name: Deep Khosla Title: Managing Director

RBC DOMINION SECURITIES INC.

By: (signed) Kiron Mondal Name: Kiron Mondal Title: Managing Director

UBS SECURITIES CANADA INC.

By: (signed) Alain Auclair Name: Alain Auclair Title: Managing Director, Head of Investment Banking Canada

By: (signed) Jason Leopold Name: Jason Leopold Title: Executive Director Investment Banking Canada

CANACCORD GENUITY CORP.

By: (signed) Mike Lauzon Name: Mike Lauzon Title: Managing Director, Head of Technology, Media & Telecommunications Investment Banking Canada

OPPENHEIMER & CO. INC.

By: (signed) Nitin Doke Name: Nitin Doke Title: Managing Director

NATIONAL BANK FINANCIAL INC.

By: (signed) Benoit Veronneau Name: Benoit Veronneau Title: Managing Director and Head of Technology, Media and Telecom

SCOTIA CAPITAL INC.

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

TD SECURITIES INC.

By: (signed) Hany Tawfik Name: Hany Tawfik Title: Managing Director

SAMUEL A. RAMIREZ & COMPANY, INC.

By: (signed) Lawrence F. Goldman Name: Lawrence F. Goldman Title: Managing Director

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

By: (signed) Louis Têtu Name: Louis Têtu Title: Chairman and Chief Executive Officer

A-1

SCHEDULE A UNITED STATES OFFERS AND SALES

1. Definitions

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

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

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

“ General Solicitation ” and “ General Advertising ” mean “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) under the U.S. Securities Act, including but not limited to advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

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

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

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

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

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

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

“ U.S. Affiliate ” of any Underwriter (except Oppenheimer & Co. Inc. and Samuel A. Ramirez & Company, Inc.) means the U.S. registered broker-dealer affiliate of such Underwriter, and, in the case of Oppenheimer & Co. Inc. and Samuel A. Ramirez & Company, Inc., Oppenheimer & Co. Inc. and Samuel A. Ramirez & Company, Inc. respectively.

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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.

2. Representations, Warranties and Covenants of the Company

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

(a) it is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Shares;
(b) in connection with offers and sales of the Shares outside the United States, the Company, each of its affiliates, and any person acting on its or their behalf (other than the Underwriters and their U.S. Affiliates or any person acting on their behalf, as to which no representation or warranty is made) have complied with and will comply with the requirements for an “offshore transaction” (as that term is defined in Rule 902(h) of Regulation S);
(c) the Company is not, and after giving effect to the Offering and the application of the proceeds as contemplated in the Underwriting Agreement and the U.S. Placement Memorandum will not be required to register as an investment company within the meaning of the Investment Company Act;
(d) neither the Company 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 Company makes no representation), has engaged or will engage in any Directed Selling Efforts in the United States with respect to the Shares, or has taken or will take any action that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Shares pursuant to this Agreement;
(e) none of the Company, 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 Company 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 or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;
(f) the Shares are not, and as of the Closing 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;

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(g) 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 Company shall, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d) of the U.S. Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under the U.S. Exchange Act, 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;
(h) none of the Company nor any other person acting on behalf of the Company has offered or sold any securities in a manner that would be integrated with the Offering as contemplated by this Agreement pursuant to the U.S. Securities Act, the rules and regulations thereunder or the interpretations thereof by the SEC;
(i) no order or decree preventing the use of the preliminary or final U.S. Placement Memorandum, or any order asserting that the transactions contemplated herein are subject to the registration requirements of the U.S. Securities Act, has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Company, is contemplated; and
(j) the Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

3. Representations, Warranties and Covenants of the Underwriters

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

(a) 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 applicable state securities laws. It has not offered and sold, and will not offer and sell, any Shares except in an “offshore transaction” in accordance with Rule 903 of Regulation S or in the United States to persons it reasonably believes to be Qualified Institutional Buyers as defined in Rule 144A and only in the manner specified in this Underwriting Agreement (including this Schedule A);
(b) it and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;
(c) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Shares, except with its U.S. Affiliate, any selling group members or with the prior written consent of the Company;

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(d) it shall require each selling group member to agree, for the benefit of the Company, to comply with, and shall use its commercially reasonable efforts to ensure that each selling group member complies with, the provisions of this Schedule A applicable to the Underwriter as if such provisions applied to such selling group member;
(e) 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 a Qualified Institutional Buyer, a duly registered broker or dealer with the SEC and in each state applicable to the U.S. Affiliate, unless exempt therefrom, and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.) or otherwise pursuant to Rule 15a-6 under the U.S. Exchange Act in accordance with all applicable broker-dealer laws and in compliance with this Schedule A;
(f) it will solicit (and will cause its U.S. Affiliate to solicit, as applicable) 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;
(g) it will inform (and will cause its U.S. Affiliate to inform, as applicable) 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;
(h) neither it, its affiliates nor any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Shares;
(i) at Closing, the 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 and warranted for the benefit of the Company that neither it nor its U.S. Affiliate offered or sold Shares in the United States; and
(j) prior to any sale of Shares in the United States, each purchaser thereof will be required to execute a U.S. purchaser’s letter in substantially the form attached as Exhibit A to the U.S. Placement Memorandum, and prior to the Closing Time, it (or its U.S. Affiliate) will deliver to the Company copies of each such executed U.S. purchaser’s letter (from each purchaser in the United States to which it has sold Shares).

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EXHIBIT I UNDERWRITERS’ CERTIFICATE

In connection with the offer and sale, under Rule 144A, of subordinate voting shares (the “ Shares ”) of Coveo Solutions Inc. (the “ Company ”) in the United States pursuant to the Underwriting Agreement dated as of November 17, 2021 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) all offers to sell, solicitations of offers to buy and sales of the Shares in the United States were made only through the U.S. Affiliate in compliance with all applicable United States state and federal broker-dealer requirements or pursuant to the exemption provided under Rule 15a-6 of the U.S. Exchange Act. The U.S. Affiliate is a Qualified Institutional Buyer, a duly registered broker or dealer with the SEC and in each state applicable to the U.S. Affiliate (unless exempt therefrom) and is a member of the Financial Industry Regulatory Authority, Inc. on the date hereof and at the time of such offer and sale by it of Shares;
(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) immediately prior to our transmitting the preliminary U.S. Placement Memorandum and the final 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 have reasonable grounds to believe and 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;
(d) 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 and we did not engage in any Directed Selling Efforts in the United States in connection with the offer or sale of the Shares; and
(e) prior to any sale by us of Shares in the United States, we caused each purchaser to execute and deliver a U.S. purchaser’s letter in substantially the same form appended as Exhibit A to the U.S. Placement Memorandum, and have furnished copies of such letter to the Company.

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

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DATED this day of _____, 2021.

[NAME OF UNDERWRITER]

By: Name: Title:

[INSERT NAME OF U.S. AFFILIATE]

By: Name: Title:

B-1

SCHEDULE B FORM OF LOCK-UP AGREEMENT

●, 2021

BMO Nesbitt Burns Inc. Merrill Lynch Canada Inc. RBC Dominion Securities Inc. UBS Securities Canada Inc. (collectively, the “ Bookrunners ”) c/o

BMO Nesbitt Burns Inc. 129 Rue Saint-Jacques 11th Floor Montreal, Québec H2Y 1L6 Merrill Lynch Canada Inc. 181, Bay Street Suite 400 Toronto, Ontario, M5J 2V8

RBC Dominion Securities Inc. 1 Place Ville Marie Suite 200 Montreal, Québec H3B 4R8

UBS Securities Canada Inc. 1800, McGill College Avenue Suite 2400 Montreal, Québec H3A 3J6

Ladies and Gentlemen:

The undersigned understands that the Underwriters (as defined below) have entered into an underwriting agreement (the “ Underwriting Agreement ”) with Coveo Solutions Inc. (the “ Company ”) providing for the offering (the “ Offering ”) of subordinate voting shares of the Company (“ Subordinate Voting Shares ”). The undersigned understands that it is a condition of the completion of the purchase of Subordinate Voting Shares pursuant to the Underwriting Agreement that certain shareholders and other persons enter into an agreement in the form of this agreement. The undersigned recognizes that the Offering will be of benefit to the undersigned and the Company. The undersigned acknowledges that the Bookrunners and each of the other members of the syndicate of underwriters to be formed in connection with the Offering (collectively, the “ Underwriters ”) are and will be relying on the covenants, representations and agreements of the undersigned contained in this agreement in having decided to participate in the Offering and to enter into the Underwriting Agreement with the Company with respect to the Offering.

B-2

For purposes of this agreement, “ Subject Securities ” shall mean (i) Subordinate Voting Shares; (ii) multiple voting shares of the Company (the “ Multiple Voting Shares ”); and (iii) any security of the Company convertible into, exchangeable for or otherwise exercisable to acquire, Subordinate Voting Shares or Multiple Voting Shares or other securities of the Company.

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 he, she or it will not (and will cause its affiliates not to), whether for his, her or its own account or for the account of another, without the prior written consent of each of the Bookrunners, on behalf of the Underwriters (such consent not to be unreasonably withheld, conditioned or delayed), for a period beginning on the date of the closing of the Offering and ending on the day that is the 180[th] calendar day following the closing date of the Offering (which, for greater certainty, shall not be affected by the exercise of the Underwriters’ over-allotment option, as the case may be), directly or indirectly, in a public offering or by way of private placement or otherwise:

(a) offer, sell, contract to sell, secure, pledge, grant or sell any option, right or warrant to purchase, or otherwise lend, transfer, assign or dispose of any Subject Securities (including, without limitation, by making any short sale, put option, call option, engaging in any other hedging 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 the Subject Securities, whether or not cash settled);
(b) make any short sale, engage in any hedging transaction or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Subject Securities, whether any such transaction is to be settled by delivery of Subject Securities, other securities, cash or otherwise;
(c) agree to or publicly announce any intention to do any of the foregoing things; or
(d) act jointly or in concert with any third party with respect to any of the matters set forth hereinabove.

Notwithstanding the restrictions on transfers of Subject Securities described above, the undersigned may undertake any of the following with regard to Subject Securities during the 180day period, as applicable:

(a) bona fide gifts to the immediate family of the undersigned, provided the recipient thereof agrees in writing for the benefit of the Bookrunners, on behalf of the Underwriters, to be bound by the terms of this agreement for the remainder of its term;
(b) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing for the benefit of the Bookrunners, on behalf of the Underwriters, to be bound by the terms of this agreement for the remainder of its term;
(c) dispositions or transfers of Subject Securities between the undersigned and his, her or its wholly-owned subsidiaries, provided that such transferee agrees in writing for the benefit of the Bookrunners, on behalf of the Underwriters, to be bound by the terms of this agreement for the remainder of its term;

B-3

(d) if the undersigned is a natural person, dispositions or transfers to the immediate family of the undersigned, provided the recipient thereof agrees in writing for the benefit of the Bookrunners, on behalf of the Underwriters, to be bound by the terms of this agreement for the remainder of its term;
(e) if the undersigned is a corporation, partnership, limited liability company or other entity, dispositions to (i) any partner, member or affiliate of the undersigned, or such partner’s partner or member’s partner or member or (ii) limited partner, member or security holder of the undersigned or to any investment fund, limited partnership or other legal entity that is controlled or managed by, is under common control with, or whose manager or general partner, as applicable, is the same as the undersigned, or is an affiliate of the manager or general partner of the undersigned, provided that such transferee agrees in writing for the benefit of the Bookrunners, on behalf of the Underwriters, to be bound by the terms of this agreement for the remainder of its term;
(f) pledges or security interests, provided that the pledgee or beneficiary of the security interest agrees in writing for the benefit of the Bookrunners, on behalf of the Underwriters, to be bound by the terms of this agreement for the remainder of its term;
(g) exercises or settlements of awards pursuant to any employee or executive incentive compensation arrangement of the Company existing as at the date hereof (provided however that the securities issuable thereunder shall be subject to the restrictions set out in this agreement);
(h) any transfers of Subject Securities pursuant to a bona fide third party take-over bid, merger, plan of arrangement or other similar business combination transaction available to all shareholders of the Company involving a change of control of the Company, provided that in the event that such take-over bid, merger, plan of arrangement or other similar business combination transaction is not completed, the Subject Securities owned by the undersigned shall remain subject to the restrictions contained in this agreement; or
(i) conversion of Multiple Voting Shares into Subordinate Voting Shares in accordance with their terms.

For purposes of this agreement, “immediate family” shall mean the undersigned and each parent (whether by birth or adoption), spouse or child (including any step-child) or other descendants (whether by birth or adoption) of such individual, each spouse of any of the aforementioned persons, each trust created solely for the benefit of such individual and/or one or more of the aforementioned persons, and each legal representative of such individual or of any aforementioned persons (including, without limitation, a tutor, curator, mandatary due to incapacity, custodian, guardian or testamentary executor), acting in such capacity under the authority of the law, an order from a competent tribunal, a will or a mandate in case of incapacity or similar instrument. For the purposes of this definition, a person shall be considered the spouse of an individual if such person is legally married to such individual, lives in a civil union with such individual or is the common law partner (as defined in the Income Tax Act (Canada) as amended from time to time) of such individual. A person who was the spouse of an individual within the meaning of this paragraph immediately before the death of such individual shall continue to be considered a spouse of such individual after the death of such individual.

B-4

The obligations of the undersigned under this agreement may be waived in writing in whole or in part by the Bookrunners, on behalf of the Underwriters.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement and that, upon request, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof.

This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned, provided however that the undersigned shall not assign this agreement without the prior written consent of each of the Bookrunners, on behalf of the Underwriters, and will enure to the benefit of the Underwriters and their legal representatives, successors and assigns.

This agreement and the rights and obligations of the undersigned shall be governed and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein. All matters relating hereto shall be submitted to the court of appropriate jurisdiction sitting in the judicial district of Montreal in the Province of Québec, for the purpose of this agreement and for all related proceedings.

The parties hereto agree that in the event of a breach, the Underwriters shall be entitled to the remedy of specific performance of such covenants or commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which the Underwriters may be entitled, at law or in equity.

This agreement will terminate on the earliest of: (i) the close of trading on the date 180 calendar days after the date of the closing of the Offering (which, for greater certainty, shall not be affected by the exercise of the Underwriters’ over-allotment option, as the case may be); or (ii) upon written notice provided by the Company to the Underwriters stating that the Offering will not proceed.

This agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document.

[signature page follows]

B-5

DATED , 2021.

Name of shareholder (please print)

Signature of shareholder

(or authorized representative)

Name of authorized representative

(if applicable please also indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) (please print)

AI assistant

Coveo Solutions Inc. — Capital/Financing Update 2021

48152_rns_2021-11-18_99eb9de3-46b0-4386-8844-3ffcc6d1cc24.PDF

UNDERWRITING AGREEMENT

1. Definitions

2. Compliance with Securities Laws

3. Due Diligence

4. Restrictions on Sale

5. Delivery of Documents and Amendments

6. Representations as to Prospectus, Prospectus Amendments

7. Additional Representations and Warranties of the Company

8. Covenants of the Company

9. Commercial Copies

10. Change of Closing Date

11. Completion of Distribution

12. Material Change or Change in Material Fact During Distribution

13. Change in Canadian Securities Laws

14. Underwriting Fee

15. Delivery of Purchase Price, Underwriting Fee and Shares

16. Delivery of Shares

17. Conditions to Underwriters’ Obligation to Purchase

(a) Delivery of Opinions

(d) Listing Approval

(e)

Lock-Up Agreements

(f) Receipt of Additional Documents

(g) Reorganization

(h) Over-Allotment Closing Documents

18. Rights of Termination

(a) Regulatory Proceedings Out

(b) Disaster Out

(c)

Market Out

(d) Material Change or Change in Material Fact Out

(e)

Non-Compliance with Conditions

(f) Exercise of Termination Rights

19. Indemnity

(a) Rights of Indemnity from the Company

(b) Notification of Claims

(c)

Right of Indemnity in Favour of Others

(d) Retaining Counsel

20. Contribution

(a) Rights of Contribution

(b) Rights of Indemnity and Contribution in Addition to Other Rights

(c)

Calculation of Contribution

(d) Notice

(e)

Right of Contribution in Favour of Others

(f) Remedy Not Exclusive

21. Severability

22. Expenses

23. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

(b) Purchases by Non-Defaulting Underwriters

(c)

Exercise of Termination Rights

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

24. Lock-Up

25. Survival of Representations and Warranties

26. Time

27. Assignment

28. Governing Law

29. Notice

30. Authority of the Joint Bookrunners

31. Underwriters’ Activities

32. No Advisory or Fiduciary Responsibility

33. TMX Group

34. Counterparts

35. Entire Agreement

36. Language

37. Recognition of the U.S. Special Resolution Regimes.

[the remainder of this page has been left blank intentionally]

BMO NESBITT BURNS INC.

MERRILL LYNCH CANADA INC.

RBC DOMINION SECURITIES INC.

UBS SECURITIES CANADA INC.

CANACCORD GENUITY CORP.

Coveo Solutions Inc. Capital/Financing Update 2021