D-BOX Technologies Inc. — Regulatory Filings 2021

Feb 25, 2021

Osler, Hoskin & Harcourt LLP 1000 De La Gauchetière Street West Suite 2100 Montréal, Québec, Canada H3B 4W5 514.904.8100 MAIN 514.904.8101 FACSIMILE

==> picture [94 x 28] intentionally omitted <==

Toronto

Montréal

Calgary

Ottawa

Vancouver

New York

February 25, 2021

British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Nova Scotia Securities Commission Financial and Consumer Services Commission, New Brunswick Office of the Superintendent of Securities, Prince Edward Island Office of the Superintendent of Securities, Service Newfoundland and Labrador

Dear Sirs/Mesdames:

D-Box Technologies Inc. (the “Issuer”)

We refer you to the final short form prospectus dated February 25, 2021 (the “ Prospectus ”), relating to the offering of 38,500,000 units of the Issuer. In the Prospectus, reference is made to the name of this firm on the face page, under the heading “Legal Matters” and to the opinions of this firm under the headings “Eligibility for Investment” and “Canadian Federal Income Tax Considerations”. We hereby consent to being named in the Prospectus and to the use of our opinions.

We also confirm that we have read the Prospectus and that we have no reason to believe that there are any misrepresentations in the information contained in the Prospectus that are: (i) derived from our opinions referred to above, or (ii) within our knowledge as a result of the services we have performed in connection with our opinions referred to above.

Yours very truly,

“Osler, Hoskin & Harcourt LLP”

Osler, Hoskin & Harcourt LLP

==> picture [46 x 10] intentionally omitted <==