Dream Impact Trust - Capital/Financing Update 2021

UNDERWRITING AGREEMENT

March 31, 2021

Quisitive Technology Solutions, Inc. 1431 Greenway Drive, Suite 1000 Irving, Texas 75038

Attention: Mr. Michael Reinhart, Chief Executive Officer

Dear Sirs / Mesdames:

Scotia Capital Inc., Eight Capital and Canaccord Genuity Corp. (the “ Joint Bookrunners ”), together with Desjardins Securities Inc. (collectively with the Joint Bookrunners, the “ Co-Lead Underwriters ”), Raymond James Ltd., Echelon Wealth Partners Inc. and Beacon Securities Limited (collectively with the Co-Lead Underwriters, the “ Underwriters ”), severally and not jointly, nor jointly and severally, on the basis of the percentages set forth in Section 17 of this Agreement (subject to such adjustments to eliminate fractional shares as the Co-Lead Underwriters, on behalf of the Underwriters, may determine), hereby offer to purchase from Quisitive Technology Solutions, Inc. (the “ Corporation ”) and the Corporation hereby agrees to issue and sell to the Underwriters an aggregate of 33,400,000 Subscription Receipts (as hereinafter defined) (the “ Initial Subscription Receipts ”) at a price of $1.50 per Initial Subscription Receipt (the “ Offering Price ”) for aggregate gross proceeds of $50,100,000.

The Corporation hereby grants to the Underwriters an option (the “ Over-Allotment Option ”) to purchase up to an additional 5,010,000 Subscription Receipts (the “ Over-Allotment Subscription Receipts ”) at the Offering Price for additional gross proceeds of up to $7,515,000 upon the terms and conditions set forth herein for the purpose of covering the Underwriters’ over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option shall be exercisable, in whole or in part, and from time to time, by the Underwriters, for a period of 30 days from and including the Closing Date by giving written notice to the Corporation, as more particularly described in Section 12. Pursuant to such notice, the Underwriters shall purchase, and the Corporation shall issue and sell, the number of OverAllotment Subscription Receipts indicated in such notice in accordance with this Agreement.

The Initial Subscription Receipts and the Over-Allotment Subscription Receipts are collectively referred to in this Agreement as the “ Offered Subscription Receipts ” and the offering of the Offered Subscription Receipts by the Corporation is referred to in this Agreement as the “ Offering ”.

The Subscription Receipts will be created and issued pursuant to the terms and conditions of a subscription receipt agreement (the “ Subscription Receipt Agreement ”) to be entered into on the Closing Date among the Corporation, the Joint Bookrunners and Computershare Trust Company of Canada, in its capacity as subscription receipt agent thereunder (the “ Subscription Receipt Agent ”). Each Subscription Receipt will entitle the holder thereof to receive, without payment of any additional consideration and without further action on the part of the holder (and subject to adjustment in accordance with the terms of the Subscription Receipt Agreement), one Underlying Common Share (as hereinafter defined) upon satisfaction of the Escrow Release Conditions (as hereinafter defined) prior to the Escrow Release Deadline (as hereinafter defined).

The gross proceeds from the sale of the Offered Subscription Receipts, less 50% of the Underwriters’ Commission (as hereinafter defined) and the expenses of the Underwriters payable in accordance with Section 15, and all interest earned thereon (collectively, the “ Escrowed Funds ”), will be held by the Subscription Receipt Agent and invested in short-term obligations of, issued or guaranteed by, the Government of Canada, a province of Canada or a Canadian chartered bank (or other approved investments), pending the earlier to occur of: (i) the satisfaction of the Escrow Release Conditions; or (ii) the occurrence of a Termination Event (as hereinafter defined).

If the Escrow Release Conditions are satisfied prior to the Escrow Release Deadline (provided a Termination Event has not previously occurred): (a) the Subscription Receipt Agent will (i) remit to Scotia Capital Inc., on behalf of the Underwriters, the remaining 50% of the Underwriters’ Commission, together with the interest earned thereon, plus any additional expenses of the Underwriters payable in accordance with Section 15, and (ii) release the balance of the Escrowed Funds to the Corporation or as the Corporation may otherwise direct; and (b) the holders of Offered Subscription Receipts will automatically receive, without payment of any additional consideration and without further action on the part of the holder (and subject to adjustment in accordance with the terms of the Subscription Receipt Agreement), one Underlying Common Share.

If a Termination Event occurs: (a) the Subscription Receipt Agent shall return to each holder of Offered Subscription Receipts an amount equal to the aggregate of Offering Price multiplied by the number of the Subscription Receipts held by such holder, together with their pro rata portion of interest earned on the Escrowed Funds (the “ Earned Interest ”) and their pro rata portion of the interest that would otherwise have been earned on the 50% of the Commission as if such fee had been held in escrow as part of the Escrowed Funds and not paid to the Underwriters on the Closing Date (the “ Deemed Interest ”) (less applicable withholding tax, if any); and (b) the Offered Subscription Receipts shall be cancelled. The Corporation agrees that it shall be responsible and liable to the holders of the Offered Subscription Receipts for any shortfall between (i) the aggregate Offering Price paid by the original purchasers of the Offered Subscription Receipts plus the amount of the Earned Interest plus the amount of the Deemed Interest, and (ii) the amount of the Escrowed Funds.

The Underwriters may arrange for substituted purchasers (the “ Substituted Purchasers ”) for the Offered Subscription Receipts, where such Substituted Purchasers are resident in the Selling Jurisdictions (as hereinafter defined). Each Substituted Purchaser shall purchase the Offered Subscription Receipts at the Offering Price, and to the extent that Substituted Purchasers purchase Offered Subscription Receipts, the obligation of the Underwriters to do so will be reduced by the number of Offered Subscription Receipts purchased by the Substituted Purchasers from the Corporation.

The Underwriters propose to distribute the Offered Subscription Receipts in each of the provinces and territories of Canada, pursuant to the Final Base Shelf Prospectus (as hereinafter defined) and the Prospectus Supplement (as hereinafter defined), and may also distribute the Offered Subscription Receipts in the United States (as hereinafter defined) in transactions that are exempt from the registration requirements of the U.S. Securities Act (as hereinafter defined) pursuant to the U.S. Private Placement Memorandum (as hereinafter defined), all in the manner contemplated by this Agreement, including Schedule “A” hereto.

Subject to applicable Laws (as hereinafter defined), including applicable Securities Laws (as hereinafter defined) and the terms and conditions of this Agreement, the Offered

Subscription Receipts may also be distributed outside of Canada and the United States, in each jurisdiction as mutually agreed to in writing by the Corporation and the Underwriters where they may be lawfully sold by the Underwriters without: (i) giving rise to any requirement under the laws of such jurisdiction to prepare and/or file a prospectus or document having similar effect; or (ii) creating any ongoing compliance or continuous disclosure obligations for the Corporation pursuant to the laws of such jurisdiction.

The Underwriters shall be entitled to appoint a selling group consisting of other registered dealers in accordance with applicable Securities Laws for the purposes of arranging for Substituted Purchasers of the Offered Subscription Receipts. Any investment dealer who is a member of any selling group formed by the Underwriters pursuant to the provisions of this Agreement or with whom the Underwriters have a contractual relationship with respect to the Offering, if any, shall agree with the Underwriters to comply with the covenants and obligations given by the Underwriters herein. The fee payable to any such investment dealer who is a member of any selling group shall be for the account of the Underwriters.

Subject to compliance with Canadian Securities Laws (as hereinafter defined), without affecting the firm obligation of the Underwriters to purchase from the Corporation the Initial Subscription Receipts at the Offering Price in accordance with this Agreement, after the Underwriters have made reasonable efforts to sell all of the Offered Subscription Receipts at the Offering Price, the Offering Price may be decreased by the Underwriters and further changed from time to time to an amount not greater than the Offering Price specified herein. Such decrease in the Offering Price will not affect the Underwriters’ Commission to be paid by the Corporation to the Underwriters, and it will not decrease the amount of the net proceeds of the Offering to be paid by the Underwriters to the Corporation, before deducting expenses of the Offering. The Underwriters will inform the Corporation if the Offering Price is decreased.

The description in this Agreement of the terms and conditions of the Offered Subscription Receipts is subject to the terms and conditions of the Subscription Receipt Agreement. In the event of a conflict or inconsistency between the provisions of this Agreement and the provisions of the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement shall govern.

TERMS AND CONDITIONS

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

Section 1 Definitions and Interpretation

(1) Where used in this Agreement or in any amendment hereto, the following terms have the following meanings, respectively:

“ Acquisition Agreement ” means the stock purchase agreement, dated as of March 29, 2021, by and among Shawn and Letal Skelton Revocable Trust, Jason Hardy and Scott Hardy, as sellers, Quisitive Acquireco, as buyer, and the Corporation pursuant to which, among other things, Quisitive Acquireco will acquire all of the issued and outstanding capital stock of BankCard USA;

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

“ associate ”, “ affiliate ”, “ insider ” and “ person ” have the respective meanings given to them in the Securities Act;

“ BankCard USA ” means BankCard USA Merchant Services, Inc, a corporation existing under the laws of the State of California;

“ BankCard USA Acquisition ” means the purchase by Quisitive Acquireco of all of the issued and outstanding capital stock of BankCard USA pursuant to the Acquisition Agreement;

“ BankCard USA Financial Information ” means the audited consolidated financial statements of BankCard USA as at and for the year ended December 31, 2019 and for the three and nine months ended September 30, 2020;

“ BankCard USA’s Auditors ” means BDO USA, LLP;

“ BCBCA ” means the Business Corporations Act (British Columbia);

“ Business Day ” means a day, other than a Saturday, a Sunday or statutory or civic holiday in the City of Toronto, Ontario;

“ Canadian Securities Laws ” means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published policy statements, blanket orders, instruments and notices of the Securities Commissions and all discretionary orders or rulings, if any, of the Securities Commissions made in connection with the transactions contemplated by this Agreement, including the rules and policies of the Exchange;

“ Claims ” has the meaning ascribed thereto in Section 13 of this Agreement;

“ Closing ” means the completion of the issue and sale of the Offered Subscription Receipts pursuant to this Agreement;

“ Closing Date ” means April 8, 2021 or such earlier or later date as may be agreed to in writing by the Corporation and the Underwriters, provided that it is not later than 42 days after the date of the Prospectus Supplement;

“ Closing Time ” means 8:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as may be agreed to by the Corporation and the Underwriters;

“ Co-Lead Underwriters ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Commission ” has the meaning ascribed thereto in Section 14 of this Agreement;

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

“ Confidential Information ” has the meaning ascribed thereto in Section 9(2)(f) of this Agreement;

“ Continuing Underwriters ” has the meaning ascribed thereto in 1 of this Agreement;

“ Corporation ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Corporation Financial Statements ” means (a) the audited consolidated financial statements of the Corporation together with the notes thereto and the auditor’s report thereon for the years ended December 31, 2019 and 2018; (b) the unaudited condensed consolidated interim financial statements of the Corporation for the three and nine months ended September 30, 2020 and 2019; and (c) any other financial statements of the Corporation (or any predecessor entity or business of the Corporation) incorporated by reference in the Prospectus, including those included in the re-filed business acquisition report of the Corporation dated June 11, 2020 in respect of the acquisition by the Corporation of Corporate Renaissance Group Inc.;

“ Corporation’s Auditors ” means KPMG LLP;

“ Debt Instrument ” means any mortgage, note, indenture, loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Corporation or any Subsidiary is a party or otherwise bound (including, the New Loan Agreement);

“ Deemed Interest ” has the meaning ascribed thereto on page 2 of this Agreement;

“ Default Securities ” has the meaning ascribed thereto in 1 of this Agreement;

“ distribution ” means distribution or distribution to the public, as the case may be, for the purposes of Canadian Securities Laws or any of them;

“ Documents Incorporated by Reference ” means all financial statements, management’s discussion and analysis, management information circulars, joint

information circulars, annual information forms, business acquisition reports, material change reports or other documents filed by the Corporation, whether before or after the date of this Agreement, that are required to be incorporated by reference into the Prospectus pursuant to Canadian Securities Laws;

“ Employment Laws ” means all federal, provincial, local and foreign Laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours;

“ Environmental Laws ” means any federal, provincial, state, local or municipal statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials;

“ Environmental Permits ” means permits, authorizations and approvals required under any applicable Environmental Laws to carry on business as currently conducted;

“ Escrow Release Conditions ” means:

(i) each of the conditions precedent to the completion of the BankCard USA Acquisition substantially on the terms and conditions as set out in the Acquisition Agreement shall have been satisfied or waived, other than the payment of the Purchase Price (as defined in the Acquisition Agreement) payable pursuant to the Acquisition Agreement;
(ii) the Corporation shall have available to it all funds (in addition to the proceeds of Offering) necessary to satisfy the Cash Purchase Price (as defined in the Acquisition Agreement) payable pursuant to the Acquisition Agreement;
(iii) all necessary corporate, regulatory, stock exchange, shareholder and other approvals or consents necessary for the completion of the BankCard USA Acquisition and the Offering shall have been obtained;
(iv) the Corporation shall have delivered a notice to the Joint Bookrunners confirming that the conditions set forth in (i), (ii) and (iii) have been satisfied, and thereafter the Corporation and the Joint Bookrunners shall have delivered a joint notice to the Subscription Receipt Agent, each confirming that the conditions set forth in (i), (ii) and (iii) have been satisfied;

“ Escrowed Funds ” has the meaning ascribed thereto on page 2 of this Agreement;

“ Escrow Release Deadline ” means 5:00 p.m. (Toronto time) on June 30, 2021;

“ Exchange ” means the TSX Venture Exchange Inc.;
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“ FAX ” means FAX Capital Corp.

“ FAX Pre-emptive Right ” means the right of FAX under that certain registration rights agreement dated as of March 22, 2021 entered into between the Corporation and FAX pursuant to which, among other things, FAX holds a pre-emptive right to participate in certain offerings of securities of the Corporation;

“ FAX Subscription Agreement ” means the subscription agreement entered into between FAX and the Corporation on March 22, 2021;

“ Final Base Shelf Prospectus ” means the (final) short form base shelf prospectus of the Corporation dated June 12, 2020 (in both the English and French languages unless the context indicates otherwise) and filed with, among others, the Securities Commissions for the purpose of qualifying the distribution in the Qualifying Jurisdictions of the securities described therein, including all Documents Incorporated by Reference therein and any Supplementary Material;

“ Final Receipt ” means the receipt for the Final Base Shelf Prospectus issued in accordance with the Passport System;

“ Financial Information ” has the meaning ascribed thereto in Section 4(1)(d) of this

Agreement;

“ Governmental Authority ” means any governmental authority and includes, without limitation, any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing and, for greater certainty, includes the Securities Commissions, the Exchange and the Investment Industry Regulatory Organization of Canada;

“ Hazardous Material ” means chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products;

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board;

“ including ” means including but not limited to;

“ Indemnified Party ” or “ Indemnified Parties ” have the meanings ascribed thereto in Section 13 of this Agreement;

“ Initial Subscription Receipts ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Intellectual Property ” means any registered or unregistered trade-marks and trademark applications, trade names, certification marks, patents and patent applications, copyrights, domain names, industrial designs, trade secrets, know-how, formulae, processes, inventions, software, technical expertise, concepts, information, research

data and other similar property, all associated registrations and applications for registration, and all associated rights, including moral rights;

“ Joint Bookrunners ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Knowledge of the Corporation ” or “ Knowledge ” (or similar phrases) means, with respect to the Corporation, the actual knowledge after due inquiry of Michael Reinhart, Chief Executive Officer of the Corporation, or Michael Murphy, Chief Financial Officer of the Corporation, which for greater certainty shall exclude any due diligence reports or materials prepared by the Underwriters or their counsel;

“ Laws ” means the Securities Laws, the Environmental Laws and all other statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgment, order, decision, ruling, award, policy or guideline, of any Governmental Authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority, having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

“ Leased Premises ” means the premises which are material to the Corporation or any Subsidiary, and which the Corporation or any Subsidiary occupies as a tenant;

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

“ Losses ” has the meaning ascribed thereto in Section 13 of this Agreement;

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

“ Marketing Materials ” means the Term Sheet;

“ Material Adverse Effect ” means any change, event, violation, inaccuracy, circumstance or effect that is materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, prospects, financial condition, or results of operations of the Corporation and the Subsidiaries, taken as a whole;

“ Material Agreement ” means any Debt Instrument, contract, commitment, agreement (written or oral), instrument, lease, license, or other document (written or oral), to which the Corporation or any Subsidiary is a party and which is material to the Corporation and the Subsidiaries, taken as a whole (including, the Acquisition Agreement and the New Loan Agreement);

“ material change ”, “ material fact ” and “ misrepresentation ” have the respective meanings ascribed thereto in the Securities Act;

“ Material Subsidiaries ” means Quisitive, LLC, LedgerPay, Inc., Corporate Renaissance Group Inc., Menlo Technologies, Inc., Support Solutions, Inc., and Quisitive AcquireCo, and “Material Subsidiary” means any one of them;

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

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

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

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

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

“ New Loan Agreement ” means the loan agreement dated, as of March 29, 2021, among the Corporation, as borrower, the Material Subsidiaries, as guarantors, the lenders from time to time party to the loan agreement, and a Canadian Schedule I Chartered Bank, as administrative agent, sole lead arranger and sole bookrunner;

“ Offered Subscription Receipts ” has the meaning ascribed thereto in the third paragraph of this Agreement;

“ Offering ” has the meaning ascribed thereto in the third paragraph of this Agreement;

“ Offering Documents ” means, collectively, the Preliminary Base Shelf Prospectus, the Final Base Shelf Prospectus, the Prospectus Supplement, any Supplementary Material, and the Documents Incorporated by Reference therein, the U.S. Private Placement Memorandum, if any, and any U.S. Supplementary Material;

“ Offering Price ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Option Closing Date ” means the date, not earlier than the Closing Date or later than 30 days following the Closing Date, for the closing of all or a portion Over-Allotment Option;

“ Option Closing Time ” means 8:00 a.m. (Toronto time) on an Option Closing Date or such other time on an Option Closing Date as may be agreed to by the Corporation and the Underwriters;

“ OSC ” means the Ontario Securities Commission;

“ Over-Allotment Option ” has the meaning ascribed thereto in the second paragraph of this Agreement;

“ Over-Allotment Subscription Receipts ” has the meaning ascribed thereto in the second paragraph of this Agreement;

“ Passport System ” means the system for review of prospectus filings set out in MI 11102 and NP 11-202;

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“ person ” shall be broadly interpreted and shall include any individual, corporation, partnership, joint venture, association, trust or other legal entity;

“ Preliminary Base Shelf Prospectus ” means the preliminary short form base shelf prospectus of the Corporation dated May 15, 2020, filed with, among others, the Securities Commissions for the purpose of qualifying the distribution in the Qualifying Jurisdictions of the securities described therein, including all Documents Incorporated by Reference therein and any Supplementary Material;

“ Preliminary Receipt ” means the receipt for the Preliminary Base Shelf Prospectus issued in accordance with the Passport System;

“ Prospectus ” means, collectively, the Preliminary Base Shelf Prospectus, the Final Base Shelf Prospectus, the Prospectus Supplement, including any Documents Incorporated by Reference therein and any Supplementary Material;

“ Prospectus Supplement ” means the prospectus supplement of the Corporation (in both the English and French languages unless the context indicates otherwise) to be filed with the Securities Commissions following the execution of this Agreement for the purposes of qualifying the distribution in the Qualifying Jurisdictions of the Offered Subscription Receipts, including all Documents Incorporated by Reference therein and any Supplementary Material;

“ provide ” in the context of sending or making available marketing materials to a potential investor of Offered Subscription Receipts has the meaning ascribed thereto under Canadian Securities Laws;

“ Purchasers ” means, collectively, each of the purchasers of Offered Subscription Receipts, including the Substituted Purchasers, in connection with the Offering and including, if applicable, the Underwriters;

“ Qualified Institutional Buyers ” means “qualified institutional buyers” as such term is defined in Rule 144A;

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

“ Quisitive AcquireCo ” means Quisitive Payment Solutions, Inc., a wholly owned subsidiary of the Corporation existing under the laws of the State of Delaware;

“ Refusing Underwriter ” has the meaning ascribed thereto in 1 of this Agreement;

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

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

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

“ Securities Act ” means the Securities Act (Ontario);

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“ Securities Commissions ” means the securities regulatory authority in each of the Qualifying Jurisdictions, and, if applicable, the SEC and any applicable securities regulatory authority of any state of the United States;

“ Securities Laws ” means, unless the context otherwise requires, collectively, the Canadian Securities Laws, the U.S. Securities Laws and all applicable securities laws in each of the Selling Jurisdictions, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices and other regulatory instruments of the securities regulatory authorities in such jurisdictions;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators;

“ Selling Jurisdictions ” means, collectively, each of the Qualifying Jurisdictions and may also include as the context requires, the United States and any other jurisdictions outside of Canada and the United States as mutually agreed to by the Corporation and the Underwriters;

“ Software ” means any computer program, operating system, application, system, firmware or software of any nature, whether operational, active, under development or design, non-operational or inactive, including all object code and source code;

“ Standard Listing Conditions ” has the meaning ascribed thereto in Section 10(13)Section 4(1)(g);

“ Subscription Receipts ” means the subscription receipts of the Corporation created and issued pursuant to the terms and conditions of the Subscription Receipt Agreement, including the Offered Subscription Receipts.

“ Subscription Receipt Agent ” has the meaning ascribed thereto on page 2;

“ Subscription Receipt Agreement ” has the meaning ascribed thereto on page 2;

“ Subsidiaries ” means the Material Subsidiaries, Fusion Agiltech Partners, Inc., MidTech Software Solutions, Inc., Menlo Software India Private Limited, Menlo Technologies, Inc., Quisitive Ltd., Quisitive Payment Solutions, Inc., and “ Subsidiary ” means any one of them;

“ Substituted Purchasers ” has the meaning ascribed thereto in the eighth paragraph of this Agreement;

“ Supplementary Material ” means any documents supplemental to the Final Base Shelf Prospectus and Prospectus Supplement including any amending or supplementary prospectus or other supplemental documents (including documents incorporated or deemed to be incorporated by reference in the Final Base Shelf Prospectus and Prospectus Supplement after the date of the Prospectus Supplement) or similar documents;

“ Tax Act ” means the Income Tax Act (Canada);

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“ Taxes ” has the meaning ascribed thereto in subsection 7(27) of this Agreement;

“ Term Sheet ” means the term sheet in respect of the Offering dated March 29, 2021, as agreed to between the Corporation and the Joint Bookrunners;

“ Termination Event ” means any of the following:

(i) the failure to satisfy the Escrow Release Conditions on or before the Escrow Release Deadline;
(ii) the termination of the Bankcard USA Acquisition prior to the Escrow Release Deadline;
(iii) the Corporation delivers to the Joint Bookrunners and the Subscription Receipt Agent a notice, executed by the Corporation, confirming that the Corporation will not be proceeding with the BankCard USA Acquisition prior to the Escrow Release Deadline; or
(iv) the Corporation formally announces to the public by way of a press release that it does not intend to proceed with the BankCard USA Acquisition prior to the Escrow Release Deadline;

“ template version ” has the meaning ascribed thereto under NI 41-101 and includes any revised template version of marketing materials as contemplated by NI 41-101;

“ Transfer Agent ” means Computershare Trust Company of Canada;

“ Underlying Common Shares ” means the Common Shares issuable upon the conversion of the Subscription Receipts in accordance with the Subscription Receipt Agreement,

“ Underwriters ” has the meaning ascribed thereto in the first paragraph of this Agreement;

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

“ U.S. Affiliates ” means the Underwriters’ United States registered broker dealer affiliates;

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

“ U.S. Private Placement Memorandum ” means the private placement offering memorandum in the event of an offering of the Offered Subscription Receipts in the United States, which will include and supplement the Prospectus;

“ 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. Exchange Act and U.S. Securities Act;

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“ U.S. Supplementary Material ” means any Supplementary Material required, in the opinion of the Underwriters, to be delivered to Purchasers or prospective purchasers in the United States with any supplemental, or supplement to the, U.S. Private Placement Memorandum as may be so required;

(2) Any reference in this Agreement to a section or subsection shall refer to a section or subsection of this Agreement.
(3) All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case required and the verb shall be construed as agreeing with the required word and/or pronoun.
(4) Any reference in this Agreement to $ or to “dollars” shall refer to the lawful currency of Canada, unless otherwise specified.
(5) The following are the schedules to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule “A” Compliance with United States Securities Laws (if applicable)

Section 2 Attributes of the Offered Subscription Receipts.

(1) The Offered Subscription Receipts to be sold by the Corporation hereunder shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Offering Documents.
(2) The Underwriters agree not to offer or sell the Offered Subscription Receipts in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Subscription Receipts only in the Qualifying Jurisdictions and in accordance with all applicable Laws. However, the Corporation and the Underwriters acknowledge that, in the event of any offer or resale of the Offered Subscription Receipts in the United States, the Underwriters acting through their U.S. Affiliates will offer and resell the Offered Subscription Receipts in the United States only to Qualified Institutional Buyers pursuant to Rule 144A and similar exemptions under applicable U.S. state securities laws, and in accordance with Schedule “A” to this Agreement, provided that no such action on the part of the Underwriters or their U.S. Affiliates shall in any way oblige the Corporation to register any Offered Subscription Receipts under the U.S. Securities Act or the securities laws of any state of the United States. The Underwriters and the Corporation acknowledge that Schedule “A” forms part of this Agreement.
(3) Any agreements between the Underwriters and the members of any selling group will contain restrictions which are substantially the same as those contained in this Section 2.

Section 3 Filing of Prospectus Supplement.

(1) The Corporation has prepared and filed the Preliminary Base Shelf Prospectus and Final Base Shelf Prospectus in accordance with applicable Canadian Securities Laws, including NI 44-101, NI 44-102 and the Passport System with, among others, each of the
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Securities Commissions in each of the Qualifying Jurisdictions. The OSC, in its capacity as principal regulator in accordance with the Passport System, has issued a receipt in respect of each of the Preliminary Base Shelf Prospectus and Final Base Shelf Prospectus under the Passport System which also evidences that a receipt has been issued or is deemed to have been issued for each of the Preliminary Base Shelf Prospectus and Final Base Shelf Prospectus by, among others, each of the Securities Commissions of the other Qualifying Jurisdictions.

(2) Forthwith after the execution hereof, but, in any event, not later than the date hereof (or such later time and date as may be permitted under Securities Laws and agreed to in writing by the Corporation and the Underwriters), the Corporation will have prepared and filed the Prospectus Supplement and other required documents with the Securities Commissions under Canadian Securities Laws in each of the Qualifying Jurisdictions, in order to qualify the Offered Subscription Receipts for distribution in each of the Qualifying Jurisdictions and will otherwise fulfill all legal requirements to qualify the Offered Subscription Receipts for distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other registered dealer in the applicable Qualifying Jurisdictions.
(3) Until the date on which the distribution of the Offered Subscription Receipts is completed, the Corporation shall use its best efforts to promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Subscription Receipts in each of the Qualifying Jurisdictions.
(4) Prior to the filing of any Offering Documents on the date hereof and thereafter, during the period of distribution of the Offered Subscription Receipts, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include: (i) all corporate, financial and operating information and documentation regarding the Corporation and the Offering being made available to the Underwriters or their representatives; (ii) access to key officers, facilities (to extent permissible), auditors, legal counsel, and key consultants being provided to the Underwriters or their representatives; and (iii) the attendance of management of the Corporation, the Corporation’s Auditors and the Corporation’s legal counsel at one or more due diligence sessions to be held) which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to responsibly execute the certificate required to be executed by them in the Prospectus Supplement.
(5) It shall be a condition precedent to (i) the Underwriters’ execution of any certificate in the Prospectus Supplement that the Underwriters be satisfied as to the form and substance of the Final Base Shelf Prospectus and the Prospectus Supplement, acting reasonably, and (ii) the delivery of each U.S. Private Placement Memorandum (if applicable) to any purchaser or prospective purchaser in the United States, that the Underwriters and their U.S. Affiliate be satisfied as to the form and substance of such document, acting reasonably.

Section 4 Deliveries on Filing and Related Matters.

(1) The Corporation shall deliver to the Underwriters:
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(a) prior to the time of filing of the Prospectus Supplement, a signed copy of the Prospectus Supplement (in both the English and French languages), signed by the persons and in the form signed and certified as required by the Canadian Securities Laws applicable in the Qualifying Jurisdictions, together with any other documents filed or required to be filed concurrently with the Prospectus Supplement by the Corporation under Canadian Securities Laws in connection with the Offering;
(b) a copy of the U.S. Private Placement Memorandum or U.S. Supplementary Material, if and as applicable, including any amendments thereto;
(c) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering;
(d) concurrently with the filing of the Prospectus Supplement with the Securities Commissions, legal opinions dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and their legal counsel, from BCF LLP, to the effect that the French language version of each of the Final Base Shelf Prospectus and Prospectus Supplement, except for certain financial information therein (collectively, 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;
(e) concurrently with the filing of the Prospectus Supplement with the Securities Commissions, opinions dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and their legal counsel, from KPMG LLP, to the effect that the French language version of the Financial Information contained in the Final Base Shelf Prospectus and Prospectus Supplement, respectively, is, in all material respects, a complete and proper translation of the English language version thereof;
(f) concurrently with the filing of the Prospectus Supplement with the Securities Commissions, “long-form” comfort letters of the Corporation’s Auditors dated the date of the Prospectus Supplement (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation and the board of directors of the Corporation, with respect to the financial and accounting information and other financial information of the Corporation contained in the Final Base Shelf Prospectus and Prospectus Supplement (including all Documents Incorporated by Reference) and matters involving changes or developments since the respective dates as of which specific financial information is given therein, which letter shall be in addition to the auditor’s report incorporated by reference into the Final Base Shelf Prospectus and Prospectus Supplement, the auditor’s consent letter and comfort letter (if any) addressed to the Securities Commissions;
(g) concurrently with the filing of the Prospectus Supplement with the Securities Commissions, “long-form” comfort letters of BankCard USA’s Auditors dated the
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date of the Prospectus Supplement (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, with respect to the financial and accounting information and other financial information of Bankcard USA contained in the Prospectus Supplement (including all Documents Incorporated by Reference) and matters involving changes or developments since the respective dates as of which specific financial information is given therein, which letter shall be in addition to the auditor’s report of BankCard USA’s Auditor included in the Prospectus Supplement, the consent letter of BankCard USA’s Auditor and comfort letter (if any) addressed to the Securities Commissions; and

(h) prior to filing of the Prospectus Supplement, evidence satisfactory to the Underwriters of the application by the Corporation to the Exchange in respect of the listing and posting for trading on the Exchange of the Offered Subscription Receipts and the Underlying Common Shares.

Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Subscription Receipts in compliance with this Agreement and Securities Laws.

(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1):
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by the Underwriters specifically for use in the Prospectus Supplement and any Supplementary Material) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Subscription Receipts as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including any fact or information incorporated by reference) (except information relating solely to the Underwriters and furnished by the Underwriters specifically for use in the Prospectus Supplement and any Supplementary Material) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) the Offering Documents comply in all material respects with the requirements of Canadian Securities Laws;
(d) each of the U.S. Placement Memorandum and any U.S. Supplementary Material complies in all material respects with U.S. Securities Laws; and
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(e) except as set forth or contemplated in the Final Base Shelf Prospectus and the Prospectus Supplement or as has otherwise been publicly disclosed, there has been no material change (actual, anticipated, contemplated, proposed or, to the Knowledge of the Corporation, pending or threatened) in the business, affairs, business prospects, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation since the end of the period covered by the Corporation Financial Statements included in the Documents Incorporated by Reference.
(3) The Corporation shall cause commercial copies of the Offering Documents, in both the English and French languages, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after filing the Prospectus Supplement, as the case may be, but in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use the Offering Documents, as the case may be, for the distribution of the Offered Subscription Receipts in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Subscription Receipts in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “A” hereto) and U.S. Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material, and such deliveries shall constitute the Corporation’s consent to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Subscription Receipts.
(4) Each of the Corporation and the Underwriters have approved the Marketing Materials, including any template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Final Base Shelf Prospectus and the Prospectus Supplement, as the case may be. The Corporation agrees to file such template version on SEDAR as soon as practicable and no later than the day on which such materials have or will be used. The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Subscription Receipts, it will not provide any potential investor of Offered Subscription Receipts with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101 and NI 44-102. If requested by the Underwriters, in addition to the Marketing Materials, the Corporation will cooperate, acting reasonably, with the Underwriters in approving any other marketing materials to be used in connection with the Offering.
(5) Subject to compliance with Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Subscription Receipts, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation for review by the Underwriters prior to issuance, and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include (i) an
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appropriate notation on each page as follows: “ Not for distribution to the U.S. news wire services, or dissemination in the United States ” and (ii) the following (or similar) disclosure:

“The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws and may not be offered or sold within the United States (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States.”

(6) Notwithstanding any provision hereof, nothing in this Agreement will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Subscription Receipts for sale or distribution outside of Canada.

Section 5 Material Change.

(1) During the period from the date of this Agreement to the completion of the distribution of the Offered Subscription Receipts, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated, proposed, or, to the Knowledge of the Corporation, pending or threatened) in respect of the Corporation and the Subsidiaries, taken as a whole;
(b) any material fact in respect of the Corporation which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; or
(c) 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 Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with Securities Laws.

The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriters with respect to the form and content thereof. The Corporation shall in good faith discuss with the Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 5.

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(2) If during the period of distribution of the Offered Subscription Receipts there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriters and its counsel to participate in the preparation and review of any Supplementary Material.
(3) During the period from the date of this Agreement to the completion of the distribution of the Offered Subscription Receipts, the Corporation will notify the Underwriters promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Subscription Receipts or the Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any Selling Jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the Knowledge of the Corporation, threatening of any proceedings for any such purpose;
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Subscription Receipts or the trading in any securities of the Corporation, or of the institution or, to the Knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Subscription Receipts or the trading in the Common Shares and, if any such order is issued, to obtain the lifting thereof at the earliest possible time;
(e) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commissions, the Exchange or any other competent authority, relating to the Offering Documents or the distribution of the Offered Subscription Receipts;
(f) any breach of any covenant of this Underwriting Agreement or any of the Offering Documents by the Corporation, or upon it becoming aware that any representation or warranty of the Corporation contained in this Underwriting Agreement or any Offering Document is or has become untrue or inaccurate in any material respect;
(g) any material amendment or change, or proposed material amendment or change, in the terms of the Bankcard USA Acquisition or the Acquisition Agreement; or
(h) any material amendment or change or proposed material amendment or change, in the terms of the New Loan Agreement.
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Section 6 Regulatory Approvals.

The Corporation will make all necessary filings, obtain all necessary regulatory consents and approvals (if any) and pay all filing fees required to be paid in connection with the transactions contemplated by this Agreement. The Corporation will cooperate with the Underwriters in connection with the qualification of the distribution of the Offered Subscription Receipts for offer and sale in the Qualifying Jurisdictions, the grant of the Over-Allotment Option and in maintaining such qualifications in effect for so long as required for the distribution of the Offered Subscription Receipts, in each case in accordance with Canadian Securities Laws.

Section 7 Representations and Warranties of the Corporation.

The Corporation represents and warrants to the Underwriters, and acknowledges that each of them is relying upon such representations and warranties in connection with the purchase of the Offered Subscription Receipts, that:

(1) the Corporation and each Subsidiary: (a) is validly existing and in good standing under the laws of the jurisdiction in which it was incorporated or organized, as the case may be; (b) where required, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the Laws of each jurisdiction in which it owns or leases property, or conducts business unless, in each case, the failure to do so would not individually or in the aggregate, have a Material Adverse Effect; and (c) to the Knowledge of the Corporation, no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up;
(2) the Corporation and each Subsidiary has all requisite corporate power, authority and capacity to: (a) own, lease and operate its properties and assets (including licences and other similar rights) and to conduct its respective business and is registered to transact business and is in good standing under the laws of all jurisdictions in which its business is carried on or in which it owns or leases properties; (b) in the case of the Corporation, perform the transactions contemplated herein, including, without limitation, to issue the Offered Subscription Receipts and grant the Over-Allotment Option; (c) as applicable, execute and deliver the Acquisition Agreement and any other document, filing, instrument or agreement delivered in connection with the Bankcard USA Acquisition and to perform its obligations thereunder; and (d) as applicable, execute and deliver the New Loan Agreement and to perform its obligations thereunder;
(3) the Corporation directly or indirectly owns, and has good and valid title thereto, free and clear of all Liens and encumbrances, 100% of the issued and outstanding shares of each Subsidiary, other than LedgerPay, Inc., in respect of which the Corporation indirectly owns 84% of the issued and outstanding shares thereof, and the Corporation has no direct or indirect subsidiary or any material investment or proposed investment in any person that is or will be material to the Corporation, other than the Subsidiaries;
(4) the Material Subsidiaries are the only subsidiaries material to the Corporation or which would be required to be disclosed pursuant to Item 3.2 of Form 51-102F2;
(5) the Corporation and each Subsidiary: (a) has conducted and is conducting its business in compliance with all applicable Laws and regulations of each jurisdiction in which it carries on business, except where the failure to so comply would not have a Material Adverse Effect; and (b) holds all requisite licenses, registrations, qualifications, permits
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and consents necessary or appropriate for carrying on its business as currently carried on and all such licenses, registrations, qualifications, permits and consents are valid and subsisting and in good standing, except where the failure to so comply would not have a Material Adverse Effect. Without limiting the generality of the foregoing, neither the Corporation nor any Subsidiary has received a written notice of non-compliance, nor does the Corporation have Knowledge of, any facts that could give rise to a notice of non-compliance with any such Laws, regulations or permits which would have a Material Adverse Effect;

(6) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which 210,428,818 Common Shares are issued and outstanding as of the date hereof. There are no options, warrants, purchase rights, contracts, commitments, equities, claims or demands pursuant to which the Corporation or any Subsidiary is, or may become, obligated to issue any shares or any securities exchangeable or convertible, directly or indirectly, into any of its shares other than pursuant to: (a) the FAX Pre-emptive Right and the FAX Subscription Agreement; (b) the completion of the Bankcard USA Acquisition and the acquisition by the Corporation of Mazik Global Inc.; (c) earn-outs payable in connection with the acquisition by the Corporation of Corporate Renaissance Group Inc. and Menlo Technologies, Inc. (and Bankcard USA and Mazik Global Inc. assuming completion of such acquisitions following the date hereof); or (d) outstanding convertible securities (including restricted share units) which are collectively exercisable to acquire 21,636,576 Common Shares in the aggregate;
(7) all of the issued and outstanding Common Shares have been duly and validly authorized and issued as fully paid and non-assessable shares, and none of the outstanding Common Shares were issued in violation of the pre-emptive or similar rights of any security holder of the Corporation;
(8) the Initial Subscription Receipts, at the Closing Time, and the Over-Allotment Subscription Receipts, at the Option Closing Time, as applicable, will have been duly created, issued and delivered and will not have been sold in violation of any pre-emptive or similar right and, upon issuance of the Underlying Common Shares in accordance with the Subscription Receipt Agreement, the Underlying Common Shares will be have been duly and validly authorized and issued as fully paid and non-assessable shares;
(9) other than the Leased Premises and any Intellectual Property or other property or assets that are leased or licensed from third parties, the Corporation and each Subsidiary, as applicable, has good and marketable title to all of the properties and assets thereof, and no other property or assets are necessary for the conduct of the business of the Corporation and the Subsidiaries, taken as a whole, as currently conducted. Any Material Agreement to which the Corporation or any Subsidiary holds the property and assets thereof (including any interest in, or right to earn an interest in, any Intellectual Property) are valid and subsisting agreements, documents and instruments, and to the Knowledge of the Corporation, are in full force and effect, enforceable in accordance with the terms thereof (except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law), and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and all
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Material Agreements pursuant to which the Corporation or any Subsidiary derives the interests thereof in such property are in good standing. Except as disclosed in the Offering Documents, the Corporation does not know of any claim or the basis for any claim that would materially and adversely affect the right of the Corporation or any Subsidiary to use, transfer or otherwise exploit their respective assets, none of the properties (or any interest in, or right to earn an interest in, any property) of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right, and neither the Corporation nor any Subsidiary has a responsibility or obligation to pay any commission, royalty, license fee or similar payment to any person with respect to the property and assets thereof;

(10) no legal or governmental proceedings or inquiries are outstanding to which the Corporation or any Subsidiary is a party or to which the property thereof is subject that would result in the revocation or modification of any certificate, authority, permit or license necessary to conduct the business now owned or operated by the Corporation or any Subsidiary which, if the subject of an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect and, to the Knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation or any Subsidiary or with respect to the properties or assets thereof;
(11) there are no actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or, to the Corporation’s Knowledge, pending or threatened against or affecting the Corporation, any Subsidiary or to the Corporation’s Knowledge, the directors, officers or employees of the Corporation or any Subsidiary relating to the business of the Corporation or any Subsidiary, at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the Corporation’s Knowledge, there is no basis therefor and neither the Corporation nor any Subsidiary is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority, which, either separately or in the aggregate, may have a Material Adverse Effect or that would materially adversely affect the ability of the Corporation to perform its obligations under this Agreement or the Subscription Receipt Agreement, consummate the Offering, perform its obligations under the Acquisition Agreement (including to consummate the Bankcard USA Acquisition) or perform its obligations under the New Loan Agreement;
(12) neither the Corporation nor any Subsidiary is in violation of its constating documents or in default in any material respect in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease, license or other agreement or instrument (including any Material Agreement) to which it is a party or by which it or its property or assets may be bound which, either separately or in the aggregate, may have a Material Adverse Effect;
(13) to the Knowledge of the Corporation, no counterparty to any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument (including any Material Agreement) to which the Corporation or any Subsidiary is a party is in default in the performance or observance thereof, except where such violation or default in performance would not have a Material Adverse Effect;
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(14) there are no judgments against the Corporation or any Subsidiary which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation or the Subsidiary is subject;
(15) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or any Subsidiary, as the case may be, or prohibiting or suspending the issue or sale of any of the Corporation’s or any Subsidiary’s, as the case may be, issued securities has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the Knowledge of the Corporation, no such proceeding for such purpose is pending or threatened;
(16) neither of the Corporation nor any Subsidiary has committed an act of bankruptcy or insolvency or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, Lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it;
(17) at the Closing Time and each Option Closing Time, as applicable, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under applicable Securities Laws necessary for the execution and delivery of this Agreement and the Subscription Receipt Agreement and the creation, issuance and sale of the Initial Subscription Receipts and the Over-Allotment Subscription Receipts, respectively, will have been made or obtained, as applicable;
(18) the execution and delivery of each of this Agreement, the Subscription Receipt Agreement, the Acquisition Agreement, the New Loan Agreement, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Initial Subscription Receipts and the Over-Allotment Subscription Receipts hereunder and the consummation of the transactions contemplated by this Agreement, this Agreement, the Subscription Receipt Agreement, the Acquisition Agreement, the New Loan Agreement, do not conflict with or will result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (a) any Laws applicable to the Corporation or any Subsidiary including, without limitation, the Securities Laws; (b) the constating documents or by-laws of the Corporation or any Subsidiary which are in effect at the date hereof; (c) any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument (including any Material Agreement) to which the Corporation or Subsidiary is a party or by which it is bound; or (d) any judgment, decree or order binding the Corporation or any Subsidiary or the property or assets of the Corporation or any Subsidiary;
(19) the execution and delivery of this Agreement has been authorized by all necessary corporate action on the part of the Corporation and the execution and delivery of the Subscription Receipt Agreement prior to the Closing Time will be authorized by all necessary corporate action on the part of the Corporation, and this Agreement constitutes, and as at the Closing Time the Subscription Receipt Agreement will
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constitute, a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law;

(20) the form of certificate representing the Subscription Receipts will have been at the Closing Time, and the form of certificate representing the Common Shares has been, duly approved and adopted by the Corporation and complies, or will comply, as the case may be, with the applicable requirements of the BCBCA and the Exchange, as applicable;
(21) the Corporation Financial Statements (i) have been prepared in accordance with IFRS consistently applied throughout the periods involved, and comply as to form in all material respects with applicable accounting requirements of Canadian Securities Laws, (ii) are, in all material respects, consistent with the books and records of the Corporation, (iii) contain and reflect all material adjustments for the fair presentation of the results of operations and the financial condition of the business of the Corporation for the periods covered thereby, (iv) present fairly, in all material respects, the financial position of the Corporation as at the date thereof and the results of its operations and the changes in its financial position for the periods then ended, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, and (vi) do not omit to state any material fact that is required by generally accepted accounting principles or by applicable Law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading, respectively;
(22) the Corporation’s Auditors are, and were during the period covered by their reports, independent with respect to the Corporation in accordance with the rules of professional conduct applicable to auditors in Canada and applicable Canadian Securities Laws, and there has not been any reportable disagreement (within the meaning of NI 51-102 – Continuous Disclosure Obligations ) with such auditors with respect to audits of the Corporation;
(23) the Corporation and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with Canadian Securities Laws and IFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;
(24) the Corporation has adhered to all requirements under Canadian Securities Laws in all material respects, including preparing and filing with the Securities Commissions the necessary Chief Executive Officer and Chief Financial Officer certification of annual and interim filings required under National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings ;
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(25) there are no material liabilities of the Corporation or the Subsidiaries whether direct, indirect, absolute, contingent or otherwise required to be disclosed in the Corporation Financial Statements which are not disclosed or reflected in the Corporation Financial Statements, except those incurred in the ordinary course of business;
(26) there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of the Corporation or the Subsidiaries which are required to be disclosed and are not disclosed or reflected in the Corporation Financial Statements;
(27) all material taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, sales taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, reassessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable by the Corporation and the Subsidiaries have been paid or accrued, except where the failure to pay such Taxes would not constitute an adverse material fact in respect of the Corporation or the Subsidiaries or have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate in all material respects, and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the failure to file such documents would not constitute an adverse material fact in respect of the Corporation or the Subsidiaries or have a Material Adverse Effect. To the Knowledge of the Corporation, no examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Corporation or its Subsidiaries, in any case except where such examinations, issues or disputes would not constitute an adverse material fact in respect of the Corporation or have a Material Adverse Effect;
(28) other than described in the Offering Documents, neither the Corporation nor any Subsidiary is a party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument and does not have any loans or other indebtedness outstanding which has been made to any of its stockholders, officers, directors or employees, past or present, or any person not dealing at arms’ length with the Corporation (as such term is defined in the Tax Act). Other than as described in the Offering Documents, neither the Corporation nor any Subsidiary has guaranteed the obligations of any person;
(29) other than the Bankcard USA Acquisition or as otherwise disclosed in the Offering Documents, no acquisitions or dispositions have been made by the Corporation or any Subsidiary in the most recently completed fiscal year that are “significant acquisitions” or “significant dispositions,” and except for the Acquisition Agreement, neither the Corporation nor any Subsidiary is a party to any contract with respect to any transaction that would constitute a “probable acquisition,” in each case which would require disclosure in the Offering Documents under Canadian Securities Laws;
(30) the execution and delivery of the Acquisition Agreement and the New Loan Agreement has been authorized by all necessary corporate action on the part of the Corporation and Quisitive AcquireCo, and each of the Acquisition Agreement and the New Loan
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Agreement has been duly authorized, executed and delivered and constitutes a valid and binding obligation of the Corporation and Quisitive AcquireCo;

(31) (a) the representations and warranties of the Corporation and Quisitive AcquireCo contained in the Acquisition Agreement, a true and complete copy of which has been provided to the Underwriters, are true and correct in all material respects, subject to any applicable qualifications as set out therein; (b) to the Knowledge of the Corporation, the representations and warranties of the sellers contained in the Acquisition Agreement are true and correct in all material respects, subject to any applicable qualifications as set out therein; and (c) to the Knowledge of the Corporation, there has been no (i) actual or alleged breach or default by any party of any provisions of the Acquisition Agreement and no event, condition, or occurrence exists which after the notice or lapse of time (or both) would constitute a breach or default by any party to the Acquisition Agreement, or (ii) dispute, termination, cancellation, amendment or renegotiation of the Acquisition Agreement, and, to the Knowledge of the Corporation, no state of facts giving rise to any of the foregoing exists;
(32) to the Knowledge of the Corporation, no event has occurred or condition exists which will prevent the Bankcard USA Acquisition from being completed prior to the Escrow Deadline;
(33) to the Knowledge of the Corporation, the BankCard USA Financial Information included in the Prospectus Supplement presents fairly in all material respects the financial position of BankCard USA, as at the dates indicated and the cash flows and results of operations of BankCard USA, for the periods indicated, including comparative periods, in accordance with United States generally accepted accounting principles applied on a consistent basis;
(34) to the Knowledge of the Corporation, the disclosure regarding BankCard USA in the Prospectus Supplement contains no misrepresentation within the meaning of Canadian Securities Laws;
(35) (a) the representations and warranties of the Corporation in the New Loan Agreement, a true copy of which has been provided to the Underwriters, are true and correct in all material respects, subject to any applicable qualifications as set out therein; and (b) to the Knowledge of the Corporation, there has been no (i) actual or alleged breach or default by any party of any provisions of the New Loan Agreement and no event, condition, or occurrence exists which after the notice or lapse of time (or both) would constitute a breach or default by any party to the New Loan Agreement, or (ii) dispute, termination, cancellation, amendment or renegotiation of the New Loan Agreement, and, to the Knowledge of the Corporation, no state of facts giving rise to any of the foregoing exists;
(36) the Corporation is qualified under NI 44-101 and NI 44-102 to file a prospectus in the form of a short form shelf prospectus in each of the Qualifying Jurisdictions and on the date of and upon filing of the Prospectus Supplement there will be no documents required to be filed under Canadian Securities Laws in connection with the distribution of the Offered Subscription Receipts that will not have been filed as required. The Corporation has not issued any securities pursuant to the Final Base Shelf Prospectus prior to the date of this Agreement other than as disclosed in the Offering Documents
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and the entering into of this Agreement and the Acquisition Agreement will not cause the Final Receipt to no longer be effective;

(37) with respect to forward-looking information contained in the Offering Documents: (a) the Corporation had a reasonable basis for the forward-looking information at the time the disclosure was made; (b) all forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information, identify material risk factors that could cause actual results to differ materially from the forward-looking information, and state the material factors or assumptions used to develop the forward-looking information; and (c) the future-oriented financial information or financial outlook contained therein is limited to a period for which the information can be reasonably estimated;
(38) the Corporation is in compliance in all material respects with its continuous and timely disclosure obligations under Canadian Securities Laws and the rules and regulations of the Exchange and has filed all documents required to be filed by it with the Securities Commissions under applicable Canadian Securities Laws, and no document has been filed on a confidential basis with the Securities Commissions that remains confidential at the date hereof. None of the documents filed in accordance with applicable Canadian Securities Laws contained, as at the date of filing thereof, a misrepresentation;
(39) the minute books of the Corporation and each of the Subsidiaries made available to the Underwriters contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof) since January 1, 2019;
(40) the Corporation holds directors’ and officers’ insurance held with a responsible insurer on a basis consistent with directors’ and officers’ insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and the Corporation has not failed to promptly give any notice of any material claim thereunder;
(41) the Corporation and each Subsidiary maintains such policies of insurance, issued by responsible insurers, as are appropriate to its operations, property and assets, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets and all such policies of insurance will at the Closing continue to be in full force and effect, such polies are in full force and effect, and neither the Corporation nor any Subsidiary has failed to promptly give any notice of any material claim thereunder, and neither the Corporation nor any of its Subsidiaries is in default as to the payment of premiums or otherwise, under the terms of any such policy;
(42) since January 1, 2019, the Corporation has not declared or paid any dividend or declared or made any other distribution on any of its shares, or redeemed, purchased or otherwise acquired any of its Common Shares or securities or agreed to do any of the foregoing;
(43) no legal or governmental proceedings or inquiries are outstanding to which the Corporation or any Subsidiary is a party or to which their property or assets are subject that would result in the revocation or modification of any certificate, authority, permit or license necessary to conduct the business now owned or operated by the Corporation or its Subsidiaries which, if the subject of an unfavorable decision, ruling or finding would
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reasonably be expected to have a Material Adverse Effect and, to the Knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation, any Subsidiary or their property or assets;

(44) the Corporation or its Subsidiaries either own or hold a license to use all Intellectual Property necessary to permit the Corporation and its Subsidiaries to conduct their respective businesses as currently conducted. Neither the Corporation nor any Subsidiary has received any notice, nor, to the Knowledge of the Corporation is there any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid to protect the interests of the Corporation or any Subsidiary therein and which infringement or conflict (if subject to an unfavorable decision, ruling or finding) or invalidity or inadequacy would have a Material Adverse Effect;
(45) the Corporation and its Subsidiaries have taken steps that the Corporation considers reasonable to protect its owned Intellectual Property in those jurisdictions where the Corporation or such Subsidiary carries on a sufficient business to justify such filings;
(46) neither the Corporation nor any Subsidiary has received any notice or claim (whether written or oral) challenging its ownership or right to use of any Intellectual Property or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto;
(47) none of the rights of the Corporation or any Subsidiary in the Intellectual Property will be impaired or affected in any way by the transactions contemplated by this Agreement;
(48) there are no material restrictions on the ability of the Corporation or any Subsidiary to use and exploit all rights in the Intellectual Property required in the ordinary course of business of the Corporation or the Subsidiary;
(49) all registrations of Intellectual Property are in good standing and are recorded in the name of the Corporation or any Subsidiary, or in the name of the parties that have licensed that Intellectual Property to the Corporation or any Subsidiary, as applicable, in the appropriate offices to preserve the rights thereto. All such registrations have been filed, prosecuted and obtained in accordance with all material legal requirements and are currently in effect and in compliance with all applicable legal requirements, except where such non-compliance would not have a Material Adverse Effect. No registration of Intellectual Property has expired, become abandoned, been cancelled or expunged, or has lapsed for failure to be renewed or maintained, except where such expiration, abandonment cancellation, expungement or lapse would not have a Material Adverse Effect;
(50) the Material Agreements are the only material contracts (as defined under Securities Laws) of the Corporation and the Subsidiaries. All of the Material Agreements and Debt Instruments of the Corporation and of the Subsidiaries are valid, subsisting, in good standing in all material respects and, to the Knowledge of the Corporation, in full force and effect, enforceable in accordance with the terms thereof except as would not have a Material Adverse Effect and except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of
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equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law. The Corporation and its Subsidiaries have performed all obligations (including payment obligations) in a timely manner under, and are in material compliance with, all terms, conditions and covenants (including all financial maintenance covenants) contained in each Material Agreement and Debt Instrument. Neither the Corporation nor any Subsidiary is in material violation, breach or default and none has received any notification from any party claiming that the Corporation or any Subsidiary is in breach, violation or default under any Material Agreement or Debt Instrument and no other party, to the Knowledge of the Corporation, is in material breach, violation or default of any term under any Material Agreement or Debt Instrument. Except as disclosed in the Offering Documents, none of the material property (or any interest in, or right to earn an interest in, any material property) of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right;

(51) except as disclosed in the Offering Documents, none of the directors, officers or key employees of the Corporation or any Subsidiary, any person who owns, directly or indirectly, more than 10% of any class of securities of the Corporation or any affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction or any proposed transaction (including, without limitation, any loan made to or by any such person) with the Corporation which, as the case may be, materially affects, is material to or will materially affect the Corporation or the Subsidiaries;
(52) the Corporation is not party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation or the Subsidiaries;
(53) neither the Corporation nor any Subsidiary is a party to, bound by or, to the Knowledge of the Corporation, affected by any commitment, agreement or document containing any covenant which expressly and materially limits the freedom of the Corporation or any Subsidiary to compete in any line of business, transfer or move any of its respective assets or operations or which adversely affects the business practices, operations or condition of the Corporation or any Subsidiary;
(54) with respect to each of the Leased Premises, the Corporation and its Subsidiaries, as applicable, occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Corporation or the Subsidiary, as applicable, occupies the Leased Premises is in good standing and in full force and effect;
(55) as of the date hereof, there are no past unresolved, pending or, to the Knowledge of the Corporation, threatened claims, complaints, notices or requests for information with respect to any alleged violation of any Law by the Corporation and no conditions exist at, on or under any Leased Premises which, with the passage of time, or the giving of notice or both, would give rise to liability under any Law that, individually or in the aggregate, has or may reasonably be expected to have a Material Adverse Effect;
(56) neither the Corporation nor any Subsidiary is in violation of, in connection with the ownership, use, maintenance or operation of the property and assets thereof, any applicable Environmental Laws;
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(57) the Corporation and each Subsidiary has all requisite Environmental Permits and is in compliance with any material requirements thereof;
(58) there are no pending or, to the Knowledge of the Corporation, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Corporation or any Subsidiary, which if determined adversely, would reasonably be expected to have a Material Adverse Effect;
(59) the Corporation is not aware of any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over the Corporation or any Subsidiary presently in force or any publicly disseminated or announced pending or contemplated change to any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over the Corporation or any Subsidiary presently in force, that the Corporation anticipates the Corporation or the Subsidiary will be unable to comply with or which would reasonably be expected to have a Material Adverse Effect;
(60) (a) the Corporation and each of the Subsidiaries is in compliance, in all material respects, with the provisions of all Employment Laws, (b) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the Knowledge of the Corporation, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the Knowledge of the Corporation, threatened with any employee of the Corporation or any Subsidiary and, to the Knowledge of the Corporation, none has occurred since January 1, 2019, and (c) no union has been accredited or otherwise designated to represent any employees of the Corporation or any Subsidiary and, to the Knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation or any Subsidiary and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Corporation or Subsidiary’s workplaces and none is currently being negotiated by the Corporation or any Subsidiary;
(61) no existing material supplier, customer or contractor of the Corporation or any Subsidiary has indicated that it intends to terminate its relationship with the Corporation or such Subsidiary, or that it will be unable to meet the Corporation’s or such Subsidiary’s supply, sales or contracting requirements;
(62) all product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by the Corporation and its Subsidiaries in connection with their business is being conducted in compliance with all industry, laboratory safety, management and training standards applicable to its current and proposed business, and all such processes, procedures and practices, required in connection with such activities are in place as necessary and are being complied with, in all respects;
(63) the Corporation and each of the Subsidiaries has made back-ups of all material software and databases used by it and maintains such back-ups at a secure off-site location. The Corporation and each of the Subsidiaries have taken all steps that the Corporation considers reasonable (a) to maintain the integrity and security of its systems and network infrastructure in connection with their respective business, and (b) to protect the
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information technology and communication systems used in connection with their respective businesses from contamination, corruption, computer viruses, firewall breaches, sabotage, hacking or other software routines or hardware components that would permit unauthorized access or the unauthorized disablement, theft or erasure of its information technology or communication systems or software. The Corporation and the Subsidiaries have disaster recovery and security plans and procedures in place and, to the Knowledge of the Corporation, there have been no material unauthorized intrusions into, breaches of the security of, or unauthorized disablement, theft or erasure of, the information technology, communication systems or software used in connection with their respective businesses;

(64) no Software owned by, licensed to or used by the Corporation or any Subsidiary contains any undisclosed program routine, device or other feature, including viruses, worms, bugs, time locks, Trojan horses or back doors, in each case that is designed to delete, disable, deactivate, interfere with or otherwise harm such Software, and any virus or other intentionally created, undocumented contaminant that may, or may be used to, access, modify, delete, damage or disable any hardware, system or data. To the Knowledge of the Corporation, each of the Corporation and the Subsidiaries has in its possession copies of all source code for all Software owned by the Corporation or the Subsidiaries, as applicable. To the Knowledge of the Corporation, there has been no disclosure of such programs other than through licensing of object code versions, and no person has the right, actual or contingent, to use or access any source code of the Corporation or the Subsidiaries and each object code copy so distributed is the subject of a valid, existing and enforceable license agreement. Except as disclosed in the Offering Documents, none of the Software owned by, licensed to or used by the Corporation or the Subsidiaries contains any open source, “copyleft” or community source code, including any libraries or code licensed under any license agreement or arrangement obliging the Corporation or the Subsidiaries, as applicable, to make source code publicly available, whether or not approved by the “Open Source Initiative”;
(65) the Corporation and its Subsidiaries have complied with all applicable privacy and consumer protection legislation and none has collected, received, stored, disclosed, transferred, used, misused or permitted unauthorized access to any information protected by privacy laws, whether collected directly or from third parties, in an unlawful manner. The Corporation and its Subsidiaries have taken all reasonable steps to protect personal information against loss or theft and against unauthorized access, copying, use, modification, disclosure or other misuse;
(66) neither the Corporation nor any Subsidiary, nor to the Knowledge of the Corporation, any of their affiliates, directors or executive officers, key employee or affiliate of the Corporation or any Subsidiary, is aware of or has taken any action, directly or indirectly, that could result in a violation by such persons of applicable Laws relating to terrorism and money laundering, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder or any other similar anticorruption law to which the Corporation or any Subsidiary may be subject (collectively, the “ Acts ”), including, without limitation, making any bribe, rebate, payoff, influence payment, kickback or other unlawful payment or making use of the mails or any means or instrumentality of interstate commerce in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of
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the giving of anything of value or benefit to any “foreign official” or “public official” (as such terms are defined in the applicable Acts) or any foreign political party or official thereof or any candidate for foreign political office, or any third party or any other person to the benefit of the foregoing, in contravention of the Acts, and the Corporation, its Subsidiaries, and their affiliates have conducted their businesses in compliance with the Acts and will implement and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith; and

(67) other than the Underwriters, there is no person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder’s fee or other compensation in connection with the transactions contemplated by this Agreement.

Section 8 Covenants of the Corporation

The Corporation covenants and agrees with the Underwriters, and acknowledges that the Underwriters are relying on such covenants in connection with the purchase of the Offered Subscription Receipts, as follows:

(1) Notification of Filings . The Corporation will advise the Underwriters, promptly after receiving notice thereof, of the time when the Offering Documents have been filed and receipts, as applicable, therefor have been obtained and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipts.
(2) Lock-Up Agreements . The Corporation shall use its best efforts to cause each of the directors and executive officers of the Corporation and their respective associates to execute agreements, in favour of the Joint Bookrunners, agreeing not to, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap, or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other securities of the Corporation held by them, directly or indirectly, for a period ending 90 days from the Closing Date without the prior written consent of the Joint Bookrunners, such consent not to be unreasonably withheld or delayed (for greater certainty, it being agreed that such consent will be granted: (i) to allow for selling to cover tax obligations related to such shareholder’s ownership of securities of the Corporation; (ii) to allow for transfers to by such persons to affiliates for tax or other tax or estate planning purposes, provided that each transferee shall, as a condition precedent to such transfer, agree to enter into a substantially similar undertaking; or (iii) pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Corporation).
(3) Standstill. The Corporation shall not from the date hereof until the earlier of the termination of the Offering or the date that is 90 days following the Closing Date, directly or indirectly, sell, agree or offer to sell, grant any option for the sale of, or otherwise dispose of any Common Shares or equity securities of the Corporation, or securities convertible into Common Shares or equity securities, without the prior written consent of the Joint Bookrunners, except in connection with: (i) the exchange, transfer, conversion
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or exercise of rights of existing outstanding securities or existing commitments to issue securities on the completion of the Bankcard USA Acquisition or on completion of the acquisition of Mazik Global Inc., or any other bona fide arm’s length acquisition, or pursuant to earn-outs payable to in connection with the acquisition by the Corporation of Corporate Renaissance Group Inc. or Menlo Technologies, Inc.; (ii) the grant of securities or the exercise of securities granted pursuant to the Corporation’s stock and incentive plan; (iii) any bona fide transaction with an arm’s length third party whereby the Corporation directly or indirectly acquires shares or assets of a business; or (iv) the Offering, including the issuance of Subscription Receipts or Common Shares pursuant to the Concurrent Private Placement (as defined in the Term Sheet).

(4) Maintain Reporting Issuer Status . The Corporation will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws in each of the provinces and territories of Canada until the date that is at least 24 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation and further provided that the Corporation shall not be required to comply with this Section 8(4) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “reporting issuer” (within the meaning of Applicable Securities Laws).
(5) Stock Exchange Listing Conditions . The Corporation will file or cause to be filed, prior to the filing of the Prospectus Supplement with the Securities Commissions, with the Exchange all necessary documents and will take commercially reasonable steps to ensure that prior to the completion of the Offering, the Offered Subscription Receipts and the Underlying Common Shares have been approved (or conditionally approved) for listing and for trading on the Exchange, subject only to satisfaction by the Corporation of the Standard Listing Conditions, and the Corporation shall thereafter use commercially reasonable efforts to fulfil the Standard Listing Conditions within the time period prescribed by the Exchange.
(6) Maintain Stock Exchange Listing . The Corporation will use commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange or such other recognized stock exchange or quotation system as the Underwriters may approve, acting reasonably, for a period of at least 24 months following the Closing Date; provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation and further provided that the Corporation shall not be required to comply with this Section 8(6) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “reporting issuer” (within the meaning of applicable Securities Laws).
(7) Use of Proceeds . The Corporation will use the proceeds of the Offering in the manner specified in the Prospectus Supplement under the heading “Use of Proceeds”.
(8) Consents and Approvals . The Corporation will have made or obtained, as applicable, using commercially reasonable efforts at or prior to the Closing Time all consents, approvals, permits, authorizations or filings as may be required by the Corporation under Securities Laws necessary for the consummation of the transactions contemplated herein, other than customary post-closing filings required to be submitted within the
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applicable time frame pursuant to Securities Laws and the rules and policies of the Exchange.

(9) No Amendments. The Corporation will not, and will cause Quisitive AcquireCo not to, as applicable, amend any material terms or conditions of the Acquisition Agreement or the New Loan Agreement, as applicable, in any manner which would reasonably be expected to adversely affect the holders of the Subscription Receipts without the consent of the Joint Bookrunners, such consent not to be unreasonably withheld or delayed.
(10) Escrow Release Conditions. The Corporation will use commercially reasonable efforts to satisfy the Escrow Release Conditions as soon as reasonably practicable and in any event by no later than the Escrow Release Deadline.
(11) No Dividends/Distributions . The Corporation will not declare or pay any dividend or declare or make any other distribution on any of its Common Shares or other securities, or redeem, purchase or otherwise acquire any of its Common Shares or other securities or agree to do any of the foregoing (including setting a record date therefor), prior to the earlier of: (a) the issue of the Underlying Common Shares upon the conversion of the Subscription Receipts in accordance with the Subscription Receipt Agreement; and (ii) the occurrence of a Termination Event.
(12) Closing Conditions. The Corporation will have, at or prior to the Closing Time and each Option Closing Time, as applicable, fulfilled or caused to be fulfilled, each of the conditions set out in Section 10 hereof.

Section 9 Representations, Warranties and Covenants of the Underwriters

(1) The Underwriters hereby represent and warrant to the Corporation, the following:
(a) Registration . The Underwriters are, and will remain so until the completion of the Offering, appropriately registered under applicable Canadian Securities Laws and the U.S. Securities Laws (by and through its U.S. Affiliates) so as to permit it to lawfully fulfill its obligations hereunder;
(b) Authority . The Underwriters have good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; and
(c) Marketing Materials . Other than the Marketing Materials, the Underwriters have not provided any marketing materials to any potential investors in connection with the Offering. The Underwriters have not provided any potential investor in connection with the Offering with any marketing materials unless a template version of such marketing materials has been approved by the Corporation and filed by the Corporation with the Securities Commissions on or before the day such marketing materials are first provided to any potential investor of Offered Subscription Receipts.
(2) The Underwriters hereby covenant and agree with the Corporation, the following:
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(a) Jurisdictions and Offering Price . During the period of distribution of the Offered Subscription Receipts by or through the Underwriters, the Underwriters will offer and sell Offered Subscription Receipts to the public only in the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement either directly or through other registered investment dealers and brokers. The Underwriters shall be entitled to assume that the Offered Subscription Receipts are qualified for distribution in any Qualifying Jurisdiction where the Prospectus Supplement has been filed.
(b) Compliance with Securities Laws . The Underwriters will comply with applicable Securities Laws in connection with the offer and sale and distribution of the Offered Subscription Receipts.
(c) U.S. Sales . The Underwriters will not directly or indirectly, solicit offers to purchase or sell the Offered Subscription Receipts or deliver any Offering Document to purchasers so as to require registration of the Offered Subscription Receipts or the filing of a prospectus or registration statement with respect to the Offered Subscription Receipts under the Laws of any jurisdiction other than the Qualifying Jurisdictions, including without limitation, the United States.
(d) Completion of Distribution . The Underwriters will use commercially reasonable efforts to complete the distribution of the Offered Subscription Receipts as promptly as possible after the Closing Time. The Underwriters will notify the Corporation when it has ceased the distribution of the Offered Subscription Receipts, and, within 30 days after the Closing Date, will provide the Corporation, in writing, with a written breakdown of the number of Offered Subscription Receipts distributed (i) in each of the Qualifying Jurisdictions, and (ii) in any other Selling Jurisdictions.
(e) Exchange Requirements . The Underwriters will conduct the sale of the Offered Subscription Receipts such that the Offering will not require approval by security holders of the Corporation.
(f) Confidentiality . The Underwriters will not use, disseminate or disclose to any third party (other than the Underwriters’ affiliates, partners, employees, agents, advisors and representatives in connection with their engagement hereunder), any confidential information of the Corporation or any of its Subsidiaries (whether of an operations, contractual, business, financial or marketing nature) received in connection with, or pursuant to, the transactions contemplated by this Agreement (“ Confidential Information ”), provided that the Confidential Information does not include information that: (i) is or becomes generally available to and known by the public; (ii) is or was acquired by the Underwriters from a third party free of any restrictions as to its disclosure; (iii) has been or is developed by the Underwriters without reference to the Confidential Information; (iv) is used, disseminated or disclosed with the prior written consent of the Corporation; (v) is disclosed pursuant to a requirement of federal, or provincial law or by any competent governmental body or securities regulatory authority or pursuant to the rules of a stock exchange; or (vi) is disclosed by the Underwriters in the context of enforcing its rights under this Agreement.
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(3) No Underwriter shall be liable to the Corporation under this Section 9 with respect to a default by any of the other Underwriters.

Section 10 Conditions of Closing

The Underwriters’ obligation to purchase the Offered Subscription Receipts pursuant to this Agreement (including the obligation to complete the purchase of the Initial Subscription Receipts and the Over-Allotment Subscription Receipts, as the case may be) shall be subject to the following conditions having been met at the Closing Time and each Option Closing Time, as applicable:

(1) the Underwriters receiving favourable legal opinions from Cassels Brock & Blackwell LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or Transfer Agent of the Corporation), substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations:
(a) the Corporation is a corporation validly existing under the laws of the Province of British Columbia;
(b) the Corporation has the corporate power and capacity to (i) carry on its business and activities and to own, lease and operate its properties and assets, as described in the Prospectus, (ii) execute and deliver the Agreement and the Subscription Receipt Agreement and perform its obligations hereunder and thereunder, (iii) create, offer, issue and sell the Offered Subscription Receipts and issue the Underlying Common Shares upon the conversion of the Subscription Receipts in accordance with the Subscription Receipt Agreement, and (iv) grant the Over-Allotment Option to the Underwriters;
(c) as to the authorized and issued share capital of the Corporation and that the Prospectus describes, in all material respects, the attributes of the Offered Subscription Receipts and the Common Shares (including, the Underlying Common Shares);
(d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Subscription Receipt Agreement and the performance by the Corporation of its obligations hereunder and thereunder, and each of this Agreement and the Subscription Receipt Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable Law;
(e) the execution and delivery of this Agreement and the Subscription Receipt Agreement, and the performance by the Corporation of its obligations hereunder and thereunder, including the issuance, sale and delivery of the Offered Subscription Receipts, the grant of the Over-Allotment Option and the issue of
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the Underlying Common Shares upon the conversion of the Subscription Receipts in accordance with the Subscription Receipt Agreement, do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under (i) constating documents of the Corporation, or (ii) any applicable Securities Laws having force in the Province of Ontario;

(f) all necessary corporate action has been taken by the Corporation to authorize (i) the signing by the Corporation of the Offering Documents and the filing thereof with the Securities Commissions, as applicable, and (ii) the application for the listing of the Subscription Receipts and the Underlying Common Shares on the Exchange;
(g) the Initial Subscription Receipts have been validly created, executed and issued by the Corporation;
(h) the Over-Allotment Subscription Receipts have been duly and validly authorized, allotted and reserved for issuance and, upon due exercise of the Over-Allotment Option and payment of the consideration therefor, the Over-Allotment Subscription Receipts will be validly created, executed and issued by Corporation;
(i) the Underlying Common Shares issuable upon the conversion of the Offered Subscription Receipts in accordance with the Subscription Receipt Agreement have been duly authorized and reserved for issuance, and, upon issuance in accordance with the Subscription Receipt Agreement, such Underlying Common Shares will be validly issued as fully paid and non-assessable shares of the Corporation;
(j) all necessary documents have been filed, all requisite proceedings have been taken and all necessary authorizations, approvals, permits and consents have been obtained by the Corporation under the Securities Laws in order to qualify the distribution of the Offered Subscription Receipts in the Qualifying Jurisdictions by or through dealers who are duly and properly registered in the appropriate category under the Canadian Securities Laws and who have complied with all relevant provisions of such Canadian Securities Laws and the terms of their registration;
(k) the first trade in the Underlying Common Shares received upon the conversion of the Offered Subscription Receipts being exempt from the prospectus requirements of Canadian Securities Laws and no prospectus, offering memorandum or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Corporation under Canadian Securities Laws to permit such trade through registrants registered under Canadian Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that such trade is not a “control distribution” as that term is defined in National Instrument 45-102 – Resale of Securities at the time of such trade;
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(l) the Corporation (i) is a “reporting issuer” in each of the provinces and territories of Canada, and (ii) is not on the list of defaulting reporting issuers published by the Securities Commissions;
(m) the Offered Subscription Receipts and Underlying Common Shares have been conditionally approved for listing on the Exchange, subject to the Corporation fulfilling all of the requirements of the Exchange and the Standard Listing Conditions including those set forth in the Exchange letter;
(n) Computershare Trust Company of Canada has been duly appointed as the subscription receipt agent in respect of the Subscription Receipts;
(o) Computershare Trust Company of Canada has been duly appointed as registrar and transfer agent of the Common Shares of the Corporation;
(p) subject to the limitations, qualifications and assumptions set out therein, the statements set forth in the Prospectus Supplement under the heading “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” are accurate summaries of the matters discussed therein; and
(q) as to compliance with the laws of Québec relating to the use of the French language in connection with the documents (including the Final Base Shelf Prospectus and Prospectus Supplement) to be delivered to Purchasers in the Province of Québec,

in form and substance acceptable to the Underwriters and its counsel, acting reasonably.

In connection with such opinion, counsel to the Corporation may rely on the opinions of local counsel in the Qualifying Jurisdictions acceptable to counsel to the Underwriters, acting reasonably, as to the qualification for distribution of the Offered Subscription Receipts or opinions may be given directly by local counsel of the Corporation with respect to those items and as to other matters governed by the laws of jurisdictions other than the province or provinces in which the Corporation’s Canadian counsel are qualified to practice and may rely, to the extent appropriate in the circumstances but only as to matters of fact, on certificates of officers of the Corporation and others.

(2) the Underwriters shall have received at the Closing Time favourable legal opinions, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, dated as of the Closing Date, from counsel to the Corporation in the jurisdiction of existence of each of the Material Subsidiaries, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of each Material Subsidiary, as appropriate, with respect to the following matters: (a) such Material Subsidiary is a corporation existing under the laws of the jurisdiction in which it exists, and has all requisite corporate power and capacity to carry on its business and activities as now conducted and to own, lease and operate its property and assets; and (b) as to the issued and outstanding shares of such Material Subsidiary registered, directly or indirectly, in the name of the Corporation;
(3) if any of the Offered Subscription Receipts are offered or sold in the United States, the Underwriters shall have received at the Closing Time a favourable legal opinion from the
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Corporation’s United States counsel dated the Closing Date in form and substance reasonably satisfactory to the Underwriters to the effect that no registration is required under the U.S. Securities Act in connection with the offer and sale of the Offered Subscription Receipts, provided, in each case, that such offer, sale and delivery of Offered Subscription Receipts in the United States is made in compliance with this Agreement and the terms set out in Schedule “A” hereto and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Offered Subscription Receipts. In providing the foregoing opinion, such counsel may rely upon the covenants, representation and warranties of the Corporation and the Underwriters set forth in this Agreement and Schedule “A” hereto, and upon the covenants, representation and warranties of any purchasers in the United States;

(4) the Underwriters having received certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Underwriters, acting reasonably, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to:
(a) the constating documents of the Corporation;
(b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Subscription Receipts, the grant of the OverAllotment Option; and
(c) the incumbency and signatures of signing officers for the Corporation;
(5) the Underwriters receiving certificates of status and/or compliance, where issuable under applicable Law, for the Corporation and the Material Subsidiaries, each dated within one Business Day prior to the Closing Date;
(6) the Co-Lead Underwriters being satisfied, in their sole discretion, with their due diligence investigations of the Corporation;
(7) the Underwriter receiving an auditor “bring down” comfort letter dated the Closing Date from the Corporation’s Auditors in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in 4(1)(f) hereof;
(8) the Underwriter receiving an auditor “bring down” comfort letter dated the Closing Date from Bankcard USA’s Auditors in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 4.1(g) hereof;
(9) the Underwriters receiving a certificate dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of the Corporation as may be acceptable to the Underwriters, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries, that:
(a) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in
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connection with this Agreement, are true and correct in all material respects as of the Closing Time or the Option Closing Time, as applicable, as if such representations and warranties were made as at the Closing Time or the Option Closing Time, as applicable, after giving effect to the transactions contemplated hereby;

(b) the Corporation has complied in all material respects with all the covenants and satisfied in all material respects all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time or the Option Closing Time, as applicable;
(c) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Subscription Receipts or any other securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are outstanding or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;
(d) since the respective dates as of which information is given in the Final Base Shelf Prospectus and the Prospectus Supplement (i) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), or capital of the Corporation on a consolidated basis, and (ii) no transaction has been entered into by the Corporation or any Subsidiary which is material to the Corporation on a consolidated basis, other than as disclosed in the Final Base Shelf Prospectus, the Prospectus Supplement or the Supplementary Material, as the case may be;
(e) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Base Shelf Prospectus or the Prospectus Supplement which fact or change is, or may be, of such a nature as to render any statement in the Final Base Shelf Prospectus or the Prospectus Supplement misleading or untrue in any material respect or which would result in a misrepresentation in the Final Base Shelf Prospectus or the Prospectus Supplement or which would result in the Final Base Shelf Prospectus or the Prospectus Supplement not complying with applicable Canadian Securities Laws; and
(f) subject to receipt of all required regulatory and stock exchange approvals and third party consents, and satisfaction of all customary conditions to closing, the Corporation has no reason to believe that the Bankcard USA Acquisition will not be completed in accordance with the terms of the Acquisition Agreement prior to the Escrow Release Deadline.
(10) the Underwriters receiving the executed lock-up agreements, in favour of the Underwriters, from each director and officer of the Corporation and their respective associates in a form satisfactory to the Underwriters as required pursuant to Section 8(2) of this Agreement;
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(11) the Underwriters receiving a certificate from Computershare Trust Company of Canada as to the number of Common Shares issued and outstanding as at the end of the Business Day on the date prior to the Closing Date;
(12) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Subscription Receipts, Common Shares or any other securities issued by the Corporation and no proceeding for such purpose being outstanding or, to the Knowledge of the Corporation, threatened by any securities regulatory authority or the Exchange;
(13) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Common Shares issuable pursuant to the conversion of the Initial Subscription Receipts and the OverAllotment Subscription Receipts, subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Exchange in similar circumstances (the “ Standard Listing Conditions ”);
(14) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Closing Time and each Option Closing Time;
(15) the Underwriters not having duly exercised any rights of termination set forth herein; and
(16) the Underwriters having received such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or its counsel shall request any such certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Section 11 Closing

(1) Location of Closing . The Offering will be completed via remote access at the Closing Time and each Option Closing Time, as applicable.
(2) Securities . At the Closing Time, subject to the terms and conditions contained in this Agreement, the Corporation shall deliver to the Underwriters in Toronto, Ontario, the Initial Subscription Receipts in electronic or certificated form against payment to the Corporation by the Underwriters of the aggregate Offering Price for the Initial Subscription Receipts by wire transfer, net of the Commission and expenses of the Underwriters payable by the Corporation as set out in this Agreement.
(3) Settlement . The Corporation shall cause the Transfer Agent to issue electronically and register through the non-certificated inventory process, the Offered Subscription Receipts against payment therefor in the manner as set forth above, such electronic issuance being registered in the name of CDS (or in such other name as the Underwriters may direct); and
(a) the Underwriters will create an instant deposit in CDS’ automated clearing and settlement system in the aggregate amount of the Offered Subscription Receipts to be purchased through the non-certificated inventory process and shall provide the deposit identification number (the “ Deposit ID ”) to the Transfer Agent prior to the Closing Time or Option Closing Time, as applicable, to permit the further
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crediting of the accounts of those participants of CDS acting on behalf of Purchasers of such Offered Subscription Receipts;

(b) the Corporation shall provide an executed treasury direction, dated as of the Closing Date or Option Closing Date, as applicable, to the Transfer Agent authorizing and directing the Transfer Agent to issue a non-certificated inventory credit to CDS in the amount equal to the aggregate number of Offered Subscription Receipts to be purchased through the non-certificated inventory process; and
(c) the Corporation shall cause the Transfer Agent to electronically confirm the CDS deposit represented by the Deposit ID.

Section 12 Closing of the Over-Allotment Option

(1) Written Notice of Exercise . The Over-Allotment Option may be exercised for a period of 30 days from and including the Closing Date. The Joint Bookrunners shall provide written notice to the Corporation of their election to exercise the Over-Allotment Option, which notice will set forth: (a) the aggregate number of Over-Allotment Subscription Receipts to be purchased; and (b) the Option Closing Date for the Over-Allotment Subscription Receipts, provided that such Option Closing Date shall not be less than two Business Days and no more than seven Business Days following the date of such notice, and in any event not later than the 30[th] day following the Closing Date.
(2) Closing . The purchase and sale of Over-Allotment Subscription Receipts, if required, shall be completed at such time and place as the Underwriters and the Corporation may agree, and in accordance with Section 12(1).
(3) Securities . At each Option Closing Time, subject to the terms and conditions contained in this Agreement, the Corporation shall deliver to the Underwriters the Over-Allotment Subscription Receipts, in electronic or certificated form, registered as directed by the Underwriters against payment to the Corporation by the Underwriters of the aggregate Offering Price for the Over-Allotment Subscription Receipts being issued and sold by wire transfer or certified cheque, net of the Commission and any expenses of the Underwriters payable by the Corporation as set out in this Agreement.
(4) Deliveries . The applicable terms, conditions and provisions of this Agreement (including the provisions of Section 10 relating to closing deliveries) shall apply mutatis mutandis to each Option Closing Time.
(5) Adjustments . In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the Offering Price and to the number of Over-Allotment Subscription Receipts issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.
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Section 13 Indemnification and Contribution

(1) The Corporation and its Subsidiaries or affiliated companies, as the case may be (collectively, the “ Indemnitor ”) agrees to indemnify and hold harmless each of the Underwriters and Selling Group members, and each of their subsidiaries and affiliates, and each of their respective directors, officers, employees, securityholders and agents (collectively, the “ Indemnified Parties ” and each, an “ Indemnified Party ”), to the full extent lawful, from and against all expenses, fees, losses, claims, actions, damages (excluding loss of profits), obligations and liabilities, joint or several, of any nature (including the reasonable fees and expenses of their respective counsel and other expenses, but not including any amount for lost profits) (collectively, “ Losses ”) that are incurred in investigating, defending and/or settling any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party (collectively, the “ Claims ”) or to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims arise out of or are based upon, directly or indirectly, the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder or otherwise in connection with the matters referred to in this Agreement, together with any Losses that are incurred in enforcing this indemnity. This indemnity shall not be available to an Indemnified Party in respect of Losses incurred where a court of competent jurisdiction in a final judgment that has become non-appealable determines that such Losses resulted from the fraud, gross negligence or wilful misconduct of the Indemnified Party. For greater certainty, an Indemnified Party’s failure to discharge its due diligence defence under securities legislation does not disentitle such Indemnified Party from indemnification.
(2) The Indemnitor agrees to waive any right the Indemnitor may have of first requiring an Indemnified Party to proceed against or enforce any right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The Indemnitor also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Corporation or any person asserting Claims on behalf of or in right of the Corporation for or in connection with the Offering except to the extent of the amount of any Losses suffered by the Corporation that are determined by a court of competent jurisdiction in a final judgment that has become nonappealable to have resulted from fraud, the gross negligence or wilful misconduct of the Indemnified Party.
(3) If for any reason (other than a determination as to any of the events referred to immediately above) this indemnity is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any Claim, the Indemnitor shall contribute to the Losses paid or payable by such Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other hand but also the relative fault of the Indemnitor and the Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the Losses paid or payable by an Indemnified Party as a result of such Claim, the amount (if any) equal to (i) such amount paid or payable, minus (ii) the amount of the Commission received by the Indemnified Party, if any, pursuant to this Agreement. In the event that the Indemnitor may be entitled to contribution from the Indemnified Parties under the provisions of any statute or law, the Indemnitor shall be limited to contribution in any amount not exceeding the lesser of the portion of the
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Losses giving rise to such contribution for which the Underwriters are responsible and the amount of the Commission received by the Underwriters.

(4) The Indemnitor agrees that in case any legal proceeding shall be brought against, or an investigation is commenced in respect of, the Indemnitor and/or an Indemnified Party and an Indemnified Party or its personnel are required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder, the Indemnified Party shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Party for time spent by its personnel in connection therewith at their normal per diem rates together with such disbursements and out-of-pocket expenses incurred by the personnel of the Indemnified Party in connection therewith) shall be paid by the Indemnitor as they occur.
(5) The Underwriters will notify the Indemnitor promptly in writing after receiving notice of any Claim against the Underwriters or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, stating the particulars thereof, will provide copies of all relevant documentation to the Indemnitor and, unless the Indemnitor assumes the defence thereof, will keep the Indemnitor advised of the progress thereof and will discuss all significant actions proposed. The omission to so notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to an Indemnified Party except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such Claim or results in any material increase in the liability under this indemnity which the Indemnitor would otherwise have incurred had the Underwriters not so delayed in giving, or failed to give, the notice required hereunder.
(6) The Indemnitor shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence of any Claim, provided such defence is conducted by counsel of good standing acceptable to the Underwriters, acting reasonably. Upon the Indemnitor notifying the Underwriters in writing of its election to assume the defence and retaining counsel, the Indemnitor shall not be liable to an Indemnified Party for any legal expenses subsequently incurred by it in connection with such defence. If such defence is not assumed by the Indemnitor, the Indemnified Parties, throughout the course thereof, shall provide copies of all relevant documentation to the Indemnitor, shall keep the Indemnitor advised of the progress thereof and shall discuss with the Indemnitor all significant actions proposed. If such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters advised of the progress thereof and will discuss with the Underwriters all significant actions proposed.
(7) Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnitor’s expense, to separately retain counsel of such Indemnified Party’s choice, in respect of the defence of any Claim if: (i) the employment of such counsel has been authorized by the Indemnitor; (ii) the Indemnitor has not assumed the defence and employed counsel therefor promptly after receiving notice of the Claim; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any
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reason, including for the reason that there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor or that there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the Claim may not fall within the indemnity set forth herein (in any of which events the Indemnitor shall not have the right to assume or direct the defence on such Indemnified Party’s behalf), provided that the Indemnitor shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties.

(8) No admission of liability and no settlement, compromise or consent to the entry of any judgment with respect to any Claim or the termination of any Claim in respect of which indemnification may be sought hereunder shall be made by the Indemnitor without the prior written consent of the Indemnified Parties affected.
(9) The Indemnitor hereby acknowledges that the Underwriters act as trustee for the other Indemnified Parties of the Indemnitor’s covenants under this indemnity and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.
(10) The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise.
(11) The indemnity and contribution obligations of the Indemnitor hereunder shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties who are not signatories hereto and shall be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of the Indemnitor, the Underwriters and any other Indemnified Party. The foregoing provisions shall survive any termination of this Agreement or the completion of the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder.

Section 14 Compensation of the Underwriters

The Corporation shall pay to the Underwriters a cash fee (the “ Commission ”) equal to 6.0% of the aggregate gross proceeds received from the sale of the Initial Subscription Receipts and the Over-Allotment Subscription Receipts, of which 50% of the Commission will be payable upon the Closing Date with the remaining 50% of the Commission deposited in escrow and forming part of the Escrowed Funds and payable upon the release of the Escrowed Funds upon the satisfaction of the Escrow Release Conditions (in accordance with the Subscription Receipt Agreement).

Section 15 Expenses

Whether or not the Offering is completed, all costs and expenses of or incidental to the sale and delivery of the Offered Subscription Receipts and of or incidental to all matters in connection with the transactions herein shall be borne by the Corporation, including, without limitation, all expenses of or incidental to the issue, sale or distribution of the Offered Subscription Receipts, the fees and expenses of the Corporation’s counsel, auditors and independent experts, all costs incurred in connection with the preparation of documents relating to the Offering, and the fees and expenses incurred by the Underwriters, which includes out-of-pocket and travel expenses in connection with due

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diligence and marketing meetings of the Underwriters and the fees and disbursements of the Underwriters’ legal counsel and applicable taxes thereon (such legal fees subject to a maximum of $175,000 if the Offering is completed and a maximum of $75,000 if the Offering is not completed, exclusive of disbursements and applicable taxes).

Section 16 Action by Underwriters

All steps or other actions which must or may be taken by the Underwriters in connection with this Agreement, with the exception of the matters relating to indemnification or contribution contemplated by Section 13 or termination contemplated by Section 19, shall be taken by the Co-Lead Underwriters on behalf of the Underwriters, and the execution of this Agreement by the Underwriters shall constitute the Corporation’s authority for dealing solely with, and accepting notification of any such steps from, the Co-Lead Underwriters, and for delivering the documents contemplated hereunder and the applicable Offered Subscription Receipts to the Co-Lead Underwriters.

Section 17 Obligations of the Underwriters to be Several

(1) The obligation of the Underwriters to purchase the Offered Subscription Receipts in connection with the Offering at the Closing Time on the Closing Date or the Option Closing Time on an Option Closing Date, as applicable, shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time:

Scotia Capital Inc.1 Eight Capital1 Canaccord Genuity Corp.1 Desjardins Securities Inc. Raymond James Ltd. Echelon Wealth Partners Inc. Beacon Securities Limited	28% 22% 20% 18% 5% 5% 2%
	100.0%

Step-up fee of 5% payable as follows: 70% to Scotia Capital Inc., 20% to Eight Capital and 10% to Canaccord Genuity Corp.
(2) If an Underwriter (a “ Refusing Underwriter ”) shall not complete the purchase of the Offered Subscription Receipts which such Underwriter has agreed to purchase hereunder (the “ Default Securities ”) for any reason whatsoever at the Closing Time or Option Closing Time, as applicable, and (i) if the number of Default Securities does not exceed 10% of the number of Offered Subscription Receipts to be purchased hereunder on such date, the other non-Refusing Underwriters (the “ Continuing Underwriters ”) shall be obligated, each severally, and not jointly, nor jointly and severally, to purchase the Offered Subscription Receipts which the Refusing Underwriter fails to purchase, in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all Continuing Underwriters; or (ii) if the number of Default Securities exceeds 10% of the number of Offered Subscription Receipts to be purchased on such date, the Continuing Underwriters shall be entitled, at their option, to purchase all but not less than all of the Offered Subscription Receipts which would otherwise have been purchased by the Refusing Underwriter on a pro rata basis according to the
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number of Offered Subscription Receipts to have been acquired by the Continuing Underwriters hereunder or on such other basis as the Continuing Underwriters may agree. If the Continuing Underwriters (other than the Co-Lead Underwriters) do not elect to purchase the balance of the Offered Subscription Receipts pursuant this Section:

(a) the Continuing Underwriters (other than the Co-Lead Underwriters) shall not be obliged to purchase any of the Offered Subscription Receipts that the Refusing Underwriter is obligated to purchase; and
(b) the Co-Lead Underwriters shall purchase such Offered Subscription Receipts that the Refusing Underwriter has failed to purchase.
(3) No action taken pursuant to this Section 171 shall relieve any Refusing Underwriter from liability in respect of its default to the Corporation or to any Continuing Underwriter.
(4) Nothing in this Section 17 or in Section 19 shall oblige the Corporation to sell to any or all of the Underwriters less than all of aggregate amount of the Offered Subscription Receipts.

Section 18 All Terms to be Conditions

The Corporation agrees that the conditions contained in this Agreement will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation and each of the Corporation and the Underwriters will use its respective commercially reasonable efforts to cause all such conditions to be complied with. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Underwriters in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriters any such waiver or extension must be in writing.

Section 19 Termination by Underwriters in Certain Events

(1) In addition to any other remedies which may be available to the Underwriters in respect of any default, act or failure to act, or non-compliance with the terms of this Agreement by the Corporation, each of the Underwriters shall be entitled, at its option, to terminate and cancel, without any liability on the part of the Underwriter, its obligations under this Agreement to purchase the Offered Subscription Receipts pursuant to the Offering by giving written notice to the Corporation at any time after the date hereof and prior to the Closing Time, if:
(a) Regulatory Out – there be (i) any order to cease or suspend trading in any securities of the Corporation or prohibiting or restricting the distribution of any of the Offered Subscription Receipts or Common Shares is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, the Exchange, other stock exchange or other competent authority, and has not been rescinded, revoked or withdrawn; or (ii) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Corporation or any of the directors, officers or principal shareholders of the Corporation is announced, commenced or threatened by any federal, provincial, state, municipal or other
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governmental department, commission, board, bureau, agency or instrumentality including without limitation the Exchange or securities commission, or any other competent authority where wrong-doing is alleged or any order has been issued under or pursuant to any statute of Canada or of any province of Canada or of any other jurisdiction, or any other applicable Law or regulatory authority which involves a finding of wrong-doing (except for any inquiry, investigation or other proceeding or order based upon activities of the Underwriters and not upon activities of the Corporation), which, in the sole opinion of the Underwriter, acting reasonably, prevents or restricts trading in or the distribution of the Offered Subscription Receipts or Common Shares or adversely affects or might reasonably be expected to adversely affect the market price or value of the securities of the Corporation;

(b) Material Adverse Change Out - there is a material change or a change in a material fact or new material fact shall arise or there should be discovered any previously undisclosed material fact required to be disclosed in the Final Base Shelf Prospectus or any amendment thereto or the Prospectus Supplement, in each case, that has or would be expected to have, in the sole opinion of the Underwriter, acting reasonably, a material adverse change or effect on the business or affairs of the Corporation or on the market price or the value of the securities of the Corporation;
(c) Disaster Out – 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 the COVID-19 outbreak but only to the extent that there is any material adverse development relating thereto after the date hereof, including any act of terrorism, accident, war or like event, or any new or change in any law, action, regulation or other occurrence of any nature whatsoever, which, in the sole opinion of the Underwriter, acting reasonably, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets or the business, operations or affairs of the Corporation and its Subsidiaries taken as a whole or the market price or value of the securities of the Corporation; and
(d) Breach Out – the Corporation is in breach of, default under or in non-compliance with any material representation or warranty, or material term, condition or covenant of this Agreement or any representation or warranty given by the Corporation becomes or is false in any material respect, and such breach, default or non-compliance is, in the opinion of the Underwriter, acting reasonably, not capable of being cured prior to the Closing Date.
(2) If this Agreement is terminated by an Underwriter pursuant to Section 19(1), there shall be no further liability on the part of such Underwriter or of the Corporation to such Underwriter, except in respect of any liability which may have arisen or may thereafter arise under Section 13 and Section 15.
(3) The right of the Underwriters (or any one of them) to terminate its obligations under this Agreement is in addition to such other remedies as it may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Underwriter under this Section shall not be binding upon the other Underwriters.
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(4) Notwithstanding the foregoing and for the avoidance of doubt, this Agreement may be terminated at any time at or prior to the Closing Time upon the mutual written agreement of the Corporation and the Underwriters if the parties hereto decide not to proceed with the Offering.

Section 20 Notices

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered,

in the case of the Corporation, to:

Quisitive Technology Solutions, Inc. 1431 Greenway Drive, Suite 1000 Irving, Texas 75038 Attention: Michael Reinhart Email: [email protected]

with a copy of any such notice to:

Cassels Brock & Blackwell LLP Suite 2100, Scotia Plaza 40 King Street West Toronto, ON M5H 3C2 Attention: Jay Goldman Email: [email protected]

in the case of the Underwriters, to:

Scotia Capital Inc. Scotia Plaza, 66th Floor 40 King Street West Toronto, ON M5W 2X6

Attention: John Medland, Director Email: [email protected] Eight Capital 100 Adelaide St.W., 29[th] Fl. Toronto, ON M5C 2V9 Attention: Michelle Goh, Principal, Managing Director Email: [email protected]

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Canaccord Genuity Corp. 161 Bay Street, Suite 3000 P.O. Box 516 Toronto, ON M5J 2S1

Attention: Myles Hiscock, Managing Director Email: [email protected]

Desjardins Securities Inc. 25 York Street, Suite 1000 Toronto, Ontario Canada M5J 2V5

Attention: Andrew Kennedy, Managing Director, Investment Banking Email: [email protected] Raymond James Ltd. 40 King St. W., 54th Floor Toronto, ON M5H 3Y2 Attention: Jimmy Leung, Managing Director Email: [email protected] Echelon Wealth Partners Inc. 1 Adelaide Street East, Suite 2100 Toronto, ON M5C 2V9

Attention: Asad Said, Managing Director, Co-Head of Capital Markets Email: [email protected] Beacon Securities Limited 66 Wellington St W, Suite 4050 Toronto, ON M5K 1H1

Attention: Justin Gilman, Director Email: [email protected] with a copy of any such notice to:

Wildeboer Dellelce LLP 365 Bay St., Suite 800 Toronto, ON M5H 2V1 Attention: Perry Dellelce Email: [email protected]

The Corporation and the Underwriters may change their respective addresses for notices by notice given in the manner aforesaid. Any such notice or other communication shall be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, shall be given by telecopy or email and shall be deemed to have been given when: (i) in the case of a notice delivered personally to a responsible officer of the

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addressee, when so delivered; and (ii) in the case of a notice delivered or given by telecopy or email on the first Business Day following the day on which it is sent.

Section 21 Miscellaneous

(1) Successors and Assigns . This Agreement shall enure to the benefit of, and shall be binding upon, the Underwriters and the Corporation and their respective successors and legal representatives.
(2) Governing Law . This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
(3) Time of the Essence . Time shall be of the essence hereof and, following any waiver or indulgence by any party, time shall again be of the essence hereof.
(4) Interpretation . The words, “hereunder”, “hereof” and similar phrases mean and refer to the Agreement formed as a result of the acceptance by the Corporation of this offer by the Underwriters to purchase the Offered Subscription Receipts.
(5) Survival . All representations, warranties, covenants and agreements of the Corporation or the Underwriters herein contained or contained in documents submitted pursuant to this Agreement and in connection with the transaction of purchase and sale herein contemplated shall survive for a period ending on the date that is three years following the Closing Date. Notwithstanding the preceding sentence, Section 13 and Section 15 shall survive the purchase and sale of the Offered Subscription Receipts and the termination of this Agreement and shall continue in full force and effect for the benefit of the Underwriters or the Corporation, as the case may be, regardless of any subsequent disposition of the Offered Subscription Receipts or any investigation by or on behalf of the Underwriters with respect thereto without limitation other than any limitation requirements of applicable Law. The Underwriters and the Corporation shall be entitled to rely on the representations and warranties of the Corporation or the Underwriters, as the case may be, contained herein or delivered pursuant hereto notwithstanding any investigation which the Underwriters or the Corporation may undertake or which may be undertaken on their behalf.
(6) Electronic Copies . Each of the parties hereto shall be entitled to rely on delivery of a facsimile or PDF copy of this Agreement and acceptance by each such party of any such facsimile or PDF copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.
(7) Severability . If one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.
(8) Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
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(9) Market Stabilization Activities . In connection with the distribution of the Offered Subscription Receipts, the Underwriters may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.
(10) No Fiduciary Duty . The Corporation acknowledges that in connection with the Offering, the Underwriters: (i) have acted at arm’s length, are not an agent of, and owe no fiduciary duties to, the Corporation or any other person, (ii) owe the Corporation only those duties and obligations set forth in this Agreement, and (iii) may have interests that differ from those of the Corporation. The Corporation waives to the full extent permitted by applicable Law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the Offering.
(11) Entire Agreement . This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings in respect of the Offering, including the bought deal engagement letter dated March 29, 2021. This Agreement may be amended or modified in any respect by written instrument only signed by all the parties hereto.
(12) Further Assurances . Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

[Remainder of page intentionally left blank]

If this Agreement accurately reflects the terms of the transactions which we are to enter into and are agreed to by you, please communicate your acceptance by executing the enclosed copies of this Agreement where indicated and returning them to us.

Yours very truly,

SCOTIA CAPITAL INC.

By: (Signed) “John Medland”

John Medland Director

EIGHT CAPITAL

By: (Signed) “Michelle Goh”

Michelle Goh Principal, Managing Director

CANACCORD GENUITY CORP.

By: (Signed) “Myles Hiscock”

Myles Hiscock Managing Director

DESJARDINS SECURITIES INC.

By: (Signed) “Andrew Kennedy”

Andrew Kennedy Managing Director, Investment Banking

RAYMOND JAMES LTD.

By: (Signed) “Jimmy Leung”

Jimmy Leung Managing Director

ECHELON WEALTH PARTNERS INC.

By: (Signed) “Asad Said”

Asad Said Managing Director, Co-Head of Capital Markets

BEACON SECURITIES LIMITED

By: (Signed) “Justin Gilman”

Justin Gilman Director

The foregoing is hereby accepted and agreed to by the undersigned as of the date first written above.

QUISITIVE TECHNOLOGY SOLUTIONS, INC.

By: (Signed) “Michael Reinhart”

Michael Reinhart Chief Executive Officer

SCHEDULE “A”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

(In the event of any U.S. sales)

1 Capitalized terms used in this Schedule “A” and not defined in this Schedule “A” shall have the meanings given in the Underwriting Agreement to which this Schedule “A” is annexed and the following terms shall have the meanings indicated:

“ Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means, 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 any of the Offered Subscription Receipts and shall include, without limitation, the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of any of such Offered Subscription Receipts;

“ Foreign Issuer ” means a “ foreign issuer ” as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means any issuer that is (a) the government of any country, or of any political subdivision of a country, other than the United States, or (b) a national of any country other than the United States, or (c) a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last Business Day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States, and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

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

“ Offshore Transaction ” means “offshore transaction” as defined in Rule 902 of Regulation S;

“ Selling Firms ” means the Underwriters together with other investment dealers and brokers which participate in the offer and sale of the Offered Subscription Receipts under the terms of this Agreement, including this Schedule “A”;

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

“ U.S. Purchaser ” means any purchaser of the Offered Subscription Receipts that is a person in the United States, or any person offered the Offered Subscription Receipts in the United States.

2 The Corporation represents, warrants and covenants to the Underwriters and the U.S. Affiliates that, as of the date of this Agreement, the Closing Time and any Option Closing Time:
(a) the Corporation is a Foreign Issuer, and there is no Substantial U.S. Market Interest with respect to the Offered Subscription Receipts or any other class of equity securities of the Corporation;
(a) none of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriters, their respective U.S. Affiliates and any person acting on their behalf, as to whom no representation, warranty or covenant is made) (i) has engaged in or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Subscription Receipts or the Underlying Common Shares in the United States; (ii) has engaged or will engage in any Directed Selling Efforts, (iii) has taken or will take any action that would cause the exemption afforded by Rule 144A to be unavailable for offers and sales of Offered Subscription Receipts or the Underlying Common Shares in the United States in accordance with this Schedule “A”, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Subscription Receipts in Offshore Transactions in accordance with the Underwriting Agreement, or (iv) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Subscription Receipts or the Underlying Common Shares in the United States;
(b) the Offered Subscription Receipts satisfy the requirements set forth in Rule 144A(d)(3) under the U.S. Securities Act;
(c) so long as any Offered Subscription Receipts which have been sold to persons in the United States in reliance upon Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the Corporation is neither exempt from reporting pursuant to Rule 12g32(b) of the U.S. Exchange Act nor subject to and in compliance with Section 13 or 15(d) of the U.S. Exchange Act, the Corporation will furnish to any holder of such Offered Subscription Receipts and any prospective purchaser of the Offered Subscription Receipts designated by such holder, upon request of such holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of such Offered Subscription Receipts to effect resales under Rule 144A);
(d) except with respect to the offer and sale of the Offered Subscription Receipts offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Subscription Receipts,
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and will not within six months after the latest of the Closing Date and any Option Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Subscription Receipts and would cause exemption from registration pursuant to Rule 144A or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Subscription Receipts;

(e) except with respect to offers and resales of Offered Subscription Receipts to Qualified Institutional Buyers in reliance on Rule 144A, pursuant to the terms of this Agreement, none of the Corporation, any of its affiliates, or any person acting on their behalf has made or will make (i) any offer to sell, or any solicitation of an offer to buy, any Offered Subscription Receipts in the United States, or (ii) any sale of the Offered Subscription Receipts unless, at the time the buy order was or will have been originated, the purchaser is outside the United States or the Corporation, its affiliates an any person acting on their behalf reasonably believe that the purchaser is outside the United States;
(f) the Corporation will, within the prescribed time periods after the first sale of the Offered Subscription Receipts in the United States, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Subscription Receipts;
(g) the Corporation is not, and after giving effect to the offer and sale of the Offered Subscription Receipts and the application of the proceeds as described in the Prospectus Supplement, will not be, an “investment company” within the meaning of the United States Investment Company Act of 1940, as amended, registered or required to be registered under such Act;
(h) the Offered Subscription Receipts are not and, as of the Closing Date and the Option Closing Date, as applicable, will not be, and no securities of the same class as the Offered Subscription Receipts are or will be:
(i) listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act;
(ii) quoted in a “U.S. automated inter-dealer quotation system”, as such term is used in Rule 144A; or
(iii) convertible or exchangeable at an effective conversion premium or exercise premium (calculated as specified in paragraph (a)(6) and (a)(7) of Rule 144A) of less than 10% for securities so listed or quoted;
(i) none of the Corporation or any of its predecessors or subsidiaries has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated under the U.S. Exchange Act; and
(j) upon receipt of a written request from a purchaser that is in the United States, the Corporation shall make a determination if the Corporation is a “passive foreign investment company” (a “ PFIC ”) within the meaning of section 1297(a) of the United States Internal Revenue Code of 1986, as amended (the “ Code ”),
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during any calendar year following the purchase of Offered Subscription Receipts by such purchaser, and if the Corporation determines that it is a PFIC during such year, the Corporation will provide to such purchaser, upon written request, all information that would be required to permit a United States shareholder to make an election to treat the Corporation as a “qualified electing fund” for the purposes of the Code.

3 It is understood and agreed by the Underwriters that the sale of the Offered Subscription Receipts in the United States will be made only by the Underwriters or their respective U.S. Affiliates, acting as agents, pursuant to Rule 144A to persons who are, or are reasonably believed by them to be, Qualified Institutional Buyers, in compliance with any applicable state securities laws of the United States and such purchaser shall have made the representations, warranties and agreements set forth in Exhibit I to the U.S. Private Placement Memorandum.
4 Each of the Underwriters represent and warrant to the Corporation that, as of the date of this Agreement, the Closing Time and any Option Closing Time:
(a) it acknowledges that the Offered Subscription Receipts and the Underlying Common Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and may not be offered or resold in the United States except pursuant to transactions exempt from or not subject to the registration requirements under the U.S. Securities Act and exemptions from registration under applicable state securities laws. In addition, until 40 days after the commencement of the offering of the Offered Subscription Receipts, an offer or sale of the Offered Subscription Receipts within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from such registration requirements. Accordingly, it has offered and resold, and will offer and resell, the Offered Subscription Receipts and the Underlying Common Shares forming part of its allotment only (a) outside the United States in an Offshore Transaction in accordance with Rule 903 of Regulation S or (b) as provided in paragraphs 4(b) through 4(l) below. None of it, its U.S. Affiliate or any person acting on its or their behalf, has made or will make (except as permitted in paragraphs 4(b) through 4(l) below): (i) any offer to sell or any solicitation of an offer to buy, any Offered Subscription Receipts or Underlying Common Shares in the United States; or (ii) any sale of Offered Subscription Receipts or the Underlying Common Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or it, its U.S. Affiliate or persons acting on their behalf reasonably believed that such purchaser was outside the United States. None of it, its U.S. Affiliate, or any persons acting on its or their behalf has engaged or will engaged in any Directed Selling Efforts;
(b) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Subscription Receipts, except with its U.S. Affiliate, any U.S. Affiliate of any Selling Firms or with the prior written consent of the Corporation. It shall require each Selling Firm and its U.S. Affiliate to agree, for the benefit of the Corporation, to be bound by and to comply with, and shall use its commercially reasonable efforts to ensure that each Selling Firm
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and its U.S. Affiliate complies with, the provisions of this Schedule “A” as if such provisions applied to such Selling Firm or affiliate;

(c) all offers and sales of the Offered Subscription Receipts and the Underlying Common Shares by it in the United States have been and will be effected only by its U.S. Affiliate, and in all such cases in compliance with all applicable United States federal and state laws relating to the registration and conduct of securities brokers and dealers and all applicable state securities laws;
(d) its U.S. Affiliate is, and will be on the date of each offer and sale of Offered Subscription Receipts in the United States, duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws (unless exempt therefrom) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.;
(e) immediately prior to soliciting any offerees of Offered Subscription Receipts or the Underlying Common Shares in the United States, the Underwriters, its U.S. Affiliate and any person acting on its or their behalf had reasonable grounds to believe and did believe that each offeree solicited by it pursuant to Rule 144A was a Qualified Institutional Buyer with which it has a pre-existing relationship, and at the time of completion of each sale of Offered Subscription Receipts in the United States, the Underwriters, its U.S. Affiliate, and any person acting on its or their behalf will have reasonable ground to believe and will believe, that each purchaser thereof is a Qualified Institutional Buyer;
(f) it has not solicited, offered, or offered to sell, and will not solicit offers for, or offer to sell, either directly or through a U.S. Affiliate, the Offered Subscription Receipts or the Underlying Common Shares in the United States by means of any form of General Solicitation or General Advertising;
(g) each offeree of Offered Subscription Receipts solicited by it that is in the United States shall be provided with a copy of the U.S. Private Placement Memorandum and each purchaser of Offered Subscription Receipts from it that is in the United States shall be provided, prior to the time of its purchase of any Offered Subscription Receipts, with a copy of the final U.S. Private Placement Memorandum and no other written material will be used in connection with the offer and sale of the Offered Subscription Receipts in the United States;
(h) it will inform, and will cause its U.S. Affiliate to inform, all purchasers of the Offered Subscription Receipts in the United States that the Offered Subscription Receipts and the Underlying Common Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws, are “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act and are being offered and sold to them without registration under the U.S. Securities Act in reliance upon an exemption from such registration pursuant to Rule 144A and similar exemptions under applicable state securities laws;
(i) at least one Business Day prior to the time of delivery, the Corporation and its transfer agent will be provided with a list of all purchasers of the Offered Subscription Receipts in the United States solicited by it;
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(j) prior to any sale of Offered Subscription Receipts to a U.S. Purchaser, it shall cause each such U.S. Purchaser that is a Qualified Institutional Buyer purchasing such Offered Subscription Receipts pursuant to Rule 144A to execute a Qualified Institutional Buyer Letter in the form attached as Exhibit I to the final U.S. Private Placement Memorandum;
(k) at the Closing, each Underwriters (together with its U.S. Affiliate) that participated in the offer of Offered Subscription Receipts in the United States will provide a certificate, substantially in the form of Appendix I to this Schedule “A”, relating to the manner of the offer and sale of the Offered Subscription Receipts in the United States, or will be deemed to have represented that neither it nor its U.S. Affiliate offered or sold Offered Subscription Receipts in the United States;
(l) none of it, any of its affiliates or 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 Offered Subscription Receipts; and
(m) neither it nor its U.S. Affiliates nor its representatives nor any person acting on its or their behalf have taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(9) thereunder to be unavailable for the issuance of the Underlying Common Shares upon conversion of the Offered Subscription Receipts.

APPENDIX I TO SCHEDULE “A”

UNDERWRITERS’ CERTIFICATE

In connection with the private placement in the United States of Offered Subscription Receipts of Quisitive Technology Solutions, Inc. (the “ Corporation ”) pursuant to the underwriting agreement dated March 31, 2021, among the Corporation and the Underwriters named in the underwriting agreement (the “ Underwriting Agreement ”), each of the undersigned does hereby certify as follows:

(a) the U.S. Affiliate is a duly registered broker or dealer with the United States Securities and Exchange Commission, and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. on the date of this certificate and on the date of each offer and resale of Offered Subscription Receipts made by it, and all offers and resales of the Offered Subscription Receipts in the United States have been effected by the U.S. Affiliate in accordance with all applicable U.S. federal and state securities laws and the laws and regulations governing the registration and conduct of U.S. broker-dealer;
(b) each purchaser of Offered Subscription Receipts that is a person in the United States solicited by us was, prior to the sale of Offered Subscription Receipts to such purchaser, provided with a copy of the final U.S. Private Placement Memorandum, and we and our U.S. Affiliates have not used and will not use any written material other than the U.S. Private Placement Memorandum in connection with the offering of the Offered Subscription Receipts in the United States;
(c) immediately prior to our transmitting the U.S. Private Placement Memorandum to offerees of Offered Subscription Receipts in the United States we had reasonable grounds to believe, and did believe, that each offeree was a Qualified Institutional Buyer with whom we have a pre-existing relationship, and on the date of this certificate we continue to believe that each such purchaser of the Offered Subscription Receipts purchasing from us through our U.S. Affiliate is a Qualified Institutional Buyer;
(d) in connection with each sale of Offered Subscription Receipts in the United States to Qualified Institutional Buyers purchasing pursuant to Rule 144A solicited by us, we caused each such U.S. Purchaser to execute and deliver a Qualified Institutional Buyer Letter in the form of Exhibit I attached to the final U.S. Private Placement Memorandum;
(e) no Directed Selling Efforts were engaged in by us with respect to the offer or sale of the Offered Subscription Receipts by us;
(f) neither we nor our representatives have utilized, and neither we nor our representatives will utilize, any form of General Solicitation or General Advertising;
(g) neither we, any of our affiliates or any person acting on any of our or their behalf have 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 Offered Subscription Receipts; and

(h) the offering of the Offered Subscription Receipts in the United has been conducted by us in accordance with the Underwriting Agreement, including Schedule “A” to the Underwriting Agreement.

Capitalized terms used in this certificate and not defined in this certificate have the meanings ascribed thereto in the Underwriting Agreement (including the Schedule “A” to the Underwriting Agreement).

DATED the _ day of _ , 2021.

[UNDERWRITER]

[U.S. AFFILIATE]

By: Name: Title: