D-BOX Technologies Inc. — Regulatory Filings 2021

Feb 25, 2021

UNDERTAKING

TO: AUTORITÉ DES MARCHÉS FINANCIERS ALBERTA SECURITIES COMMISSION BRITISH COLUMBIA SECURITIES COMMISSION THE MANITOBA SECURITIES COMMISSION NOVA SCOTIA SECURITIES COMMISSION NEW BRUNSWICK FINANCIAL AND CONSUMER SERVICES COMMISSION

ONTARIO SECURITIES COMMISSION FINANCIAL AND CONSUMER AFFAIRS AUTHORITY OF SASKATCHEWAN

OFFICE OF THE SUPERINTENDENT OF SECURITIES, SERVICE NEWFOUNDLAND AND LABRADOR OFFICE OF THE SUPERINTENDENT OF SECURITIES, PRINCE EDWARD ISLAND

(collectively, the “ Securities Regulators ”)

RE: Filing of Warrant Indenture

Reference is made to the final short form prospectus dated February 25, 2021 relating to a distribution of units (the “ Offering ”) of D-BOX Technologies Inc.. (the “ Corporation ”) consisting of Class A shares and Class A share purchase warrants of the Corporation. The Class A share purchase warrants will be created and issued pursuant to a warrant indenture to be entered into between the Corporation and Computershare Trust Company of Canada on the closing date of the Offering (the “ Warrant Indenture ”).

The Corporation undertakes to file, in accordance with section 4.2(a)(x) of National Instrument 44-101 - Short Form Prospectus Distributions, a copy of the Warrant Indenture with the Securities Regulators promptly and in any event no later than seven days after the execution thereof.

DATED the 25[th] day of February 2021.

D-BOX TECHNOLOGIES INC.

By: (signed) Daniel Le Blanc Name: Daniel Le Blanc Title: Vice President, Legal Affairs