UNDERWRITING AGREEMENT

November 13, 2025

Gatekeeper Systems Inc.
301-31127 Wheel Avenue
Abbotsford, BC V2T 6H1

Attention: Doug Dyment, President, Chairman & Chief Executive Officer

Canaccord Genuity Corp. ("Canaccord Genuity") and Raymond James Ltd. (together with Canaccord Genuity, the "Co-Lead Underwriters") as co-lead underwriters and joint bookrunners, hereby severally, and not jointly, nor jointly and severally, in their respective percentages set out in Section 16, offer to purchase from Gatekeeper Systems Inc. (the "Corporation"), and the Corporation hereby agrees to issue and sell to the Co-Lead Underwriters, 4,800,000 common shares of the Corporation (each, an "Underwritten Share"), on an underwritten basis, at the purchase price of $2.10 per Underwritten Share (the "Offering Price"), for aggregate gross proceeds of $10,080,000 (the "Underwritten Offering").

The Co-Lead Underwriters have been granted an option (the "Underwriters' Option", and together with the Underwritten Offering, the "Offering"), which may be exercised, in whole or in part, at the sole discretion of Canaccord Genuity on behalf of the Co-Lead Underwriters, to purchase up to an additional 1,627,476 common shares of the Corporation (the "Additional Shares") at the Offering Price. The Underwriters' Option may be exercised in accordance with Section 4(4) thereof. The Underwritten Shares and the Additional Shares are collectively referred to herein as the "Offered Shares".

The Offering will be completed in the Selling Jurisdictions (as defined herein) pursuant to the exemption (the "Listed Issuer Financing Exemption") from the prospectus requirement set out in Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), as amended and supplemented by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Order"). With respect to sales pursuant to the Listed Issuer Financing Exemption, it is understood that no offering memorandum (as defined under applicable Securities Laws (as defined herein)) other than the LIFE Offering Document (as defined herein), will be delivered to prospective investors and that the Corporation will take all steps necessary to comply with the applicable provisions of NI 45-106, including filing and posting of an offering document on Form 45-106F19 in respect of the Offering (the "LIFE Offering Document"), issuing and filing a news release announcing the Offering (the "Prescribed News Release") and filing a Form 45-106F1, in each case within the prescribed time period. Prior to any solicitation to purchase the Offered Shares by either the Corporation or the Co-Lead Underwriters pursuant to the Listed Issuer Financing Exemption, the Corporation will have: (a) issued and filed the Prescribed News Release; (b) filed the LIFE Offering Document with the Regulatory Authorities (as defined herein); and (c) posted the completed LIFE Offering Document on its website. The Corporation will bear sole responsibility for the accuracy and completeness of the LIFE Offering Document, except any portions thereof that solely pertain to, and are provided in writing by, the Co-Lead Underwriters.

The Co-Lead Underwriters may arrange for substituted purchasers (the "Substituted Purchasers") for the Offered Shares, where such Substituted Purchasers are resident in the Selling Jurisdictions. Each Substituted Purchaser will purchase the Offered Shares at the Offering Price, and to the extent that Substituted Purchasers purchase Offered Shares, the obligations of the Co-Lead Underwriters to do so will be reduced by the number of Offered Shares purchased by the Substituted Purchasers from the Corporation.

No Offered Shares shall be sold by the Co-Lead Underwriters to purchasers in the United States or who are, or are acting for the account or benefit of, U.S. Persons.

The Co-Lead Underwriters may offer the Offered Shares at a price less than the Offering Price as described in further detail in Section 16, in compliance with Canadian Securities Laws (as defined herein).

Section 1 Definitions and Interpretations

(1) Definitions

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

"affiliate" and "person" have the respective meanings given to them in the B.C. Act;

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

"AI Technologies" means any deep learning, machine learning, and other artificial intelligence technologies, including without limitation any and all: (a) proprietary algorithms, software, or systems that make use of or employ neural networks, statistical learning algorithms (such as linear and logistic regression, support vector machines, random forests, or k-means clustering), or reinforcement learning, and (b) proprietary artificial intelligence and related hardware or equipment;

"Applicable Laws" means, in relation to any person or persons, the applicable Securities Laws and all other statutes, regulations, rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or licence, or any judgment, order, decision, ruling, award, policy or guidance document, of any Governmental Authority that are applicable 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;

"B.C. Act" means the Securities Act (British Columbia);

"BCBCA" means the Business Corporations Act (British Columbia);

"Business Assets" means all assets (tangible and intangible) owned (either directly or indirectly), leased, licenced or loaned, relating to, being developed or used by the Corporation or either of the Subsidiaries (including all hardware components and Intellectual Property owned or used by the Corporation or either of the Subsidiaries) for the purposes of, or in connection with developing and delivering technology solutions;

"Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Vancouver, British Columbia are not open for business;

"Canaccord Genuity" has the meaning ascribed thereto in the first page of this Agreement;

"Canadian Securities Laws" means, collectively, all applicable securities laws of each of the Selling Jurisdictions and the respective rules and regulations under such laws together with applicable published instruments, notices and orders of the Regulatory Authorities in the Selling Jurisdictions, including the rules and policies of the TSXV;

"CDS" means the CDS Clearing and Depository Services Inc.;

"CFPOA" has the meaning ascribed thereto in Section 7(ss);

"Closing" means the completion of the sale of the Offered Shares and the purchase by the Co-Lead Underwriters of the Offered Shares pursuant to this Agreement;

"Closing Date" means November 13, 2025 or such earlier or later date as may be agreed to in writing by the Corporation and the Co-Lead Underwriters, each acting reasonably;

"Co-Lead Underwriters" has the meaning ascribed thereto in the first page of this Agreement;

"Common Shares" means the common shares in the capital of the Corporation;

"Corporation" has the meaning ascribed thereto in the first page of this Agreement;

"Debt Instrument" means any loan (including the Loan Agreements), bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Corporation or either of the Subsidiaries is a party or to which their property or assets are otherwise bound;

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

"Employee Plans" has the meaning ascribed thereto in Section 7(yy);

"Engagement Letter" means the engagement letter dated as of November 5, 2025, between the Co-Lead Underwriters and the Corporation;

"FCPA" has the meaning ascribed thereto in Section 7(ss);

"Financial Statements" means the audited consolidated financial statements of the Corporation as at and for the years ended August 31, 2024 and 2023 and the unaudited condensed consolidated interim financial statements for the three and nine months ended May 31, 2025;

"Governmental Authority" means and includes any national, 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;

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

"Indemnified Parties" and "Indemnified Party" has the meaning ascribed thereto in Section 12(1);

"Indemnitor" has the meaning ascribed thereto in Section 12(1);

"Intellectual Property" means all of the following which is currently owned by or licensed for use to the Corporation (i) all trade or brand names, business names, trademarks, service marks, copyrights to any original works of authorship, licences, foreign and domestic patents (including extensions, reissues, re-examinations, renewals, inventors certificates and foreign counterparts thereof) and patent applications (including all provisional, divisional, substitution, continuation and continuation in-part applications, and all foreign counterparts thereof), industrial designs, and other industrial or intellectual property of any nature in any form whatsoever recognized in any jurisdiction throughout the world; and (ii) inventions, discoveries, developments, concepts, ideas, improvements, processes and methods, know-how, Trade Secrets, confidential information, systems, procedures, Software, designs whether or not patentable or registrable, anywhere in the world;

"Leased Premises" means the premises which the Corporation and/or either of the Subsidiaries are occupied as tenant;

"Licensed IP" means the Intellectual Property that is material to the business of the Corporation as presently conducted or as proposed to be conducted and that is owned by any person other than the Corporation or either of the Subsidiaries;

"Liens" means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise),

including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or right to use or occupy such property or assets;

"LIFE Offering Document" has the meaning ascribed thereto in the first page of this Agreement;

"LIFE Questionnaire" means the questionnaire for the Offered Shares in the form agreed upon by the Co-Lead Underwriters and the Corporation and will include, for greater certainty, any schedules thereto;

"Listed Issuer Financing Exemption" has the meaning ascribed thereto in the first page of this Agreement;

"Loan Agreements" means (i) the credit agreement between the Corporation and Toronto-Dominion Bank dated April 29, 2022, as amended by agreement dated May 7, 2024, as may be further amended and supplemented from time to time, and (ii) the letter of agreement between the Corporation and Toronto-Dominion Bank dated July 16, 2025, as may be amended and supplemented from time to time;

"Material Adverse Effect" means any effect resulting from a change, event, violation, inaccuracy, or circumstance that is materially adverse to the business, assets (including intangible assets), capitalization, financial condition or results of operations of the Corporation, whether or not arising in the ordinary course of business of such entity;

"Material Agreement" means, collectively, any note, certificate, mortgage or other form of indebtedness, any contract, commitment, agreement (written or oral), instrument, lease or other document, including but not limited to any partnership, joint venture, participation, development, supply, license, marketing, manufacturing, distribution, management, service, consulting, agency, sales, franchise, research and development agreement, agreements relating to Intellectual Property or any other similar type agreement to which the Corporation or either of the Subsidiaries is a party or otherwise bound and which is material to the Corporation or either of the Subsidiaries (on a consolidated basis);

"material change", "material fact" and "misrepresentation" have the respective meanings ascribed thereto in the B.C. Act;

"Material Subsidiary" means Gatekeeper Systems USA Inc.;

"Money Laundering Laws" has the meaning ascribed thereto in Section 7(tt);

"NI 45-102" means National Instrument 45-102 – Resale of Securities;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations;

"Non-Material Subsidiary" means Deep Development Corp.;

"Offered Shares" has the meaning ascribed thereto in the first page of this Agreement;

"Offering" has the meaning ascribed thereto in the first page of this Agreement;

"Offering Price" has the meaning ascribed thereto in the first page of this Agreement;

"Owned IP" means the Intellectual Property that is material to the business of the Corporation as presently conducted or as proposed to be conducted and that is owned by the Corporation or either of the Subsidiaries;

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

"Prescribed News Release" has the meaning ascribed thereto in the first page of this Agreement;

"Public Record" means all information filed by or on behalf of the Corporation as at the date hereof since September 1, 2023 with the Securities Commissions via SEDAR+ or otherwise, including, without limitation, the Financial Statements, as applicable, and any other information filed with any Securities Commission in compliance, or intended compliance, with any applicable Securities Laws;

"Purchasers" means collectively, each of the purchasers of Offered Shares arranged by the Co-Lead Underwriters, including Substituted Purchasers, in connection with the Offering, including, if applicable, the Co-Lead Underwriters, and "Purchaser" shall mean any one of them;

"Regulatory Authorities" means the Securities Commissions and the TSXV;

"SEC" means the United States Securities and Exchange Commission;

"Securities Commissions" means the securities regulatory authorities in each of the Selling Jurisdictions;

"Securities Laws" means collectively, Canadian Securities Laws, U.S. Securities Laws and all applicable securities laws, rules, regulations, policies and other instruments promulgated by the Securities Regulators in any of the other Selling Jurisdictions;

"Securities Regulators" means collectively, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions;

"SEDAR+" means the System for Electronic Data Analysis and Retrieval+;

"Selling Firm" has the meaning ascribed thereto in Section 4(1);

"Selling Jurisdictions" means, collectively, all of the Provinces and Territories of Canada, and any other jurisdictions outside of Canada as mutually agreed to by the Corporation and Canaccord Genuity;

"Software" means any computer software programs, source code, object code, databases, data and documentation, including, without limitation, any computer software programs that incorporate and run pricing models, formula and algorithms;

"Subsidiaries" means, collectively, the Material Subsidiary and the Non-Material Subsidiary and "Subsidiary" means any one of them;

"subsidiary" means a subsidiary for purposes of the B.C. Act, as constituted at the date of this Agreement;

"Substituted Purchasers" has the meaning ascribed thereto in the first page of this Agreement;

"Target Offerings" means all products, software or service offerings of the Corporation or either of the Subsidiaries that have been developed, marketed, manufactured, or licensed (on an outbound basis), sold, distributed and/or otherwise made commercially available, or that the Corporation or either of the Subsidiaries intend to develop, market, manufacture, license, sell, distribute or make commercially available, as evidenced by the foregoing being under development, and including any of the foregoing that forms the basis, in whole or in part, of any revenue of the Corporation or either of the Subsidiaries;

"Time of Closing" means 8:00 a.m. (Toronto time) on the Closing Date or any other time on the Closing Date as may be agreed to by the Corporation and Canaccord Genuity;

"Trade Secrets" means any trade secrets, research records, processes, procedures, manufacturing formula, technical know-how, technology, blue prints, designs, plans, inventions (whether patentable and whether reduced to practice), invention disclosure and improvements thereto;

"Transaction Agreements" means, collectively, this Agreement, the LIFE Questionnaires, the certificates, if any, representing the Offered Shares, and any other documents or agreements executed in connection with the transactions contemplated hereunder;

"Transfer Agent" means Computershare Investor Services Inc.;

"TSXV" means the TSX Venture Exchange;

"Underwriting Fee" has the meaning ascribed thereto in Section 2(1);

"U.S. Person" has the meaning ascribed to such term in Rule 902 of Regulation S adopted by the United States Securities and Exchange Commission under the U.S. Securities Act;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended;

"U.S. Securities Laws" means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder, including the rules and policies of the SEC and any applicable state securities laws; and

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

(2) Any reference in this Agreement to a Section or Subsection will refer to a section or subsection of this Agreement.

(3) All words and personal pronouns relating thereto will be read and construed as the number and gender of the party or parties referred to in each case required and the verb will be construed as agreeing with the required word and/or pronoun.

(4) Any reference in this Agreement to "$" or to "dollars" will refer to the lawful currency of Canada, unless otherwise specified.

(5) In this Agreement a reference to "knowledge" of the Corporation means to the best knowledge of Doug Dyment and Kelsey Chin after reasonable inquiry.

(6) The following is the schedule to this Agreement, which schedule is deemed to be a part hereof and is hereby incorporated by reference herein:

Section 2 Commission

(1) In consideration for their services hereunder, the Corporation agrees to pay and issue to the Co-Lead Underwriters, or as directed by the Co-Lead Underwriters, at the Time of Closing, a cash fee equal to 6.0% of the aggregate gross proceeds (the "Underwriting Fee") received by the Corporation on the sale of the Offered Shares pursuant to the Offering.

(2) The Corporation also agrees to pay the Co-Lead Underwriters' expenses as set out in Section 13.

Section 3 Attributes of the Offered Shares

The Offered Shares 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 LIFE Offering Document and the Public Record.

Section 4 Distribution of the Offered Shares Generally

(1) Neither the Corporation nor the Co-Lead Underwriters (or any of their affiliates, representatives or Selling Firms) will provide to any prospective purchasers of Offered Shares any document or other material that would constitute an offering memorandum within the meaning of applicable Securities Laws, other than the LIFE Offering Document to the Purchasers.

(2) The Co-Lead Underwriters will be permitted to (a) appoint additional investment dealers or brokers (each, a "Selling Firm") as their agents in the Offering and (b) determine the remuneration payable to each such Selling Firm, provided that any such remuneration payable will be compensated by the Co-Lead Underwriters from their compensation hereunder. The Co-Lead Underwriters retain the exclusive right to control all compensation arrangements between the members of the Selling Firms. The Co-Lead Underwriters may offer the Offered Shares, directly and through Selling Firms or any duly registered affiliate of the Co-Lead Underwriters, in the Selling Jurisdictions for sale to the public only in accordance with Canadian Securities Laws and in any jurisdiction outside of Canada to purchasers permitted to purchase the Offered Shares only in accordance with applicable Securities Laws and upon the terms and conditions set forth in this Agreement. The Co-Lead Underwriters will require any Selling Firm appointed by the Co-Lead Underwriters to agree to the foregoing and the Co-Lead Underwriters will be responsible for the compliance by such Selling Firm with the provisions of this Agreement.

(3) The Co-Lead Underwriters will, and will require any Selling Firm to agree to, distribute the Offered Shares (i) in a manner that complies with all applicable Securities Laws in each jurisdiction into and from which they may offer to sell the Offered Shares in connection with the distribution of the Offered Shares, and (ii) in a manner that, pursuant to applicable Securities Laws, no prospectus, registration statement or similar document needs to be delivered or filed, and will not, directly or indirectly, offer, sell or deliver any Offered Shares to any person in any jurisdiction other than in the Selling Jurisdictions.

(4) The Underwriters' Option may be exercised by Canaccord Genuity, on behalf of the Co-Lead Underwriters at any time, in whole or in part by delivering notice to the Corporation not later than 48 hours prior to the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Co-Lead Underwriters and the date and time on and at which such Additional Shares are to be purchased, such date may be the same as (but not earlier than) the Closing Date. Subject to the terms of this Agreement, upon Canaccord Genuity furnishing this notice, the Co-Lead Underwriters will be committed to purchase, in the respective percentages set forth in Section 16, and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice.

(5) The Co-Lead Underwriters will obtain from each Purchaser, a duly completed LIFE Questionnaire and such other forms required under applicable Securities Laws that are provided to the Co-Lead Underwriters by the Corporation for execution by Purchasers and the Co-Lead Underwriters will, at least two Business Days prior to the Closing Date, provide the Corporation with copies of such completed LIFE Questionnaires and complete registration instructions in respect of the Offered Shares.

(6) If required by U.S. Securities Laws, any press release announcing or otherwise concerning the Offering will include an appropriate notation substantially as follows: "Not for distribution to United States Newswire Services or for dissemination in the United States" and a disclaimer substantially similar to the following: "This press release does not constitute an offer to sell or a solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act and may not be offered

or sold to, or for the account or benefit of, persons in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws."

(7) During the period of distribution of the Offered Shares, the Corporation shall have allowed the Co-Lead Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Co-Lead Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation and the Corporation's Canadian legal counsel at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as Co-Lead Underwriters.

(8) The Corporation has filed, will file or will cause to be filed, all forms required to be filed by the Corporation under applicable Securities Laws in connection with the issue and sale of the Offered Shares.

Section 5 Material Change

(1) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation covenants and agrees with the Co-Lead Underwriters that it shall promptly notify the Co-Lead Underwriters in writing with full particulars of:

(a) any material change (actual, anticipated, contemplated or threatened) in respect of the Corporation, considered on a consolidated basis;

(b) any correspondence from any Governmental Authority regarding the business of the Corporation or any permits, certificates, licenses, approvals, registrations, qualifications, consents and other authorizations issued by such Governmental Authority;

(c) 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 LIFE Offering Document or any part of the Public Record had the fact arisen or been discovered on, or prior to, the date of such documents; and

(d) 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 LIFE Offering Document or any part of the Public Record which change is, or may be of such a nature as: (i) to render any statement in the LIFE Offering Document or any part of the Public Record misleading or untrue in any material respect or which would result in a misrepresentation in the LIFE Offering Document or any part of the Public Record; or (ii) which would result in any of the LIFE Offering Document or any part of the Public Record not complying (to the extent that such compliance is required) with Securities Laws.

(2) The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Co-Lead Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Corporation shall not file any such document without first providing the Co-Lead Underwriters with a copy of such document and consulting with the Co-Lead Underwriters with respect to the form and content thereof. The Corporation shall in good faith discuss with the Co-Lead 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.

(3) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation will notify the Co-Lead Underwriters promptly:

(a) of the suspension of the qualification of the Offered Shares for offer, sale, grant or issuance in any jurisdiction, or of any order suspending or preventing the use of the LIFE Offering Document or of

the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and

(b) 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 Shares 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 commercially 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 Shares or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Section 6 Regulatory Approvals

The Corporation and the Subsidiaries will make all necessary filings, obtain all necessary 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 Co-Lead Underwriters in connection with the distribution on an exempt basis of the Offered Shares under Securities Laws.

Section 7 Representations and Warranties of the Corporation

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

(a) Good Standing of the Corporation. The Corporation: (i) is a corporation existing under the laws of the Province of British Columbia and is current and up-to-date with all filings required to be made and in good standing under the BCBCA; (ii) has all requisite corporate power and capacity to own, lease and operate its properties and assets, including its Business Assets, and to conduct its business as now carried on by it as described in the LIFE Offering Document and the Public Record; and (iii) has all requisite corporate power and authority to issue and sell the Offered Shares and to execute, deliver and perform its obligations under the Transaction Agreements;

(b) No Other Subsidiaries. Other than the Subsidiaries, the Corporation has no direct or indirect subsidiaries and the Corporation has no equity interest in any person. The Subsidiaries are the only subsidiaries of the Corporation. The Corporation is the direct or indirect registered and beneficial owner of all of the issued and outstanding shares of the Subsidiaries, free and clear of all Liens or adverse interests whatsoever, and no person, firm, corporation or entity has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation, the Subsidiary or the Non-Material Subsidiary of any of the shares or other securities of the Subsidiary or the Non-Material Subsidiary, respectively;

(c) Material Subsidiary. The Material Subsidiary: (i) has been duly incorporated, amalgamated, continued or organized and is validly existing as a company in good standing under the laws of its jurisdiction of incorporation, amalgamation, continuation or organization and has the corporate power, capacity and authority to own, lease and operate its property and assets, to conduct the business of the Material Subsidiary as now conducted and as currently proposed to be conducted and to carry out the provisions hereof; and (ii) 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 other jurisdiction in which it owns or leases property, or conducts any business and is not precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document;

(d) No Violation. Neither the execution and delivery of this Agreement nor the completion of the transactions hereunder by the Corporation in accordance with the terms of this Agreement will result in: (i) the violation of any contract or other instrument to which the Corporation is a party or by

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which the Corporation or either of the Subsidiaries is bound; (ii) require any consent, approval, authorization, waiver, filing or notice under any contract to which the Corporation or either of the Subsidiaries is a party or by which it is bound; or (iii) the violation of any Applicable Law with which the Corporation or either of the Subsidiaries must comply;

(e) No Proceedings for Dissolution. No act or proceeding has been taken by or against the Corporation or the Material Subsidiary in connection with their liquidation, winding-up or bankruptcy, or, to their knowledge, are pending;

(f) Share Capital of the Corporation. The authorized and issued share capital of the Corporation consists of an unlimited number of Common Shares with no par value, of which an aggregate of 103,987,645 are issued and outstanding as of the date hereof and an unlimited number of Class A preferred shares with no par value, of which nil are issued and outstanding as of the date hereof. Neither the Corporation nor either of the Subsidiaries is party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any securities of the Corporation or either of the Subsidiaries. As at the date hereof, an aggregate of 4,626,250 Common Shares were reserved for issue pursuant to outstanding options, and other than pursuant to such options, the Corporation has no other options, warrants, or other convertible, exercisable or exchangeable securities or other rights to acquire Common Shares;

(g) Form of Share Certificates. The form of certificate respecting the Common Shares has been approved and adopted by the board of directors of the Corporation and does not conflict with any Applicable Laws and complies with the rules and regulations of the TSXV or with the constating documents of the Corporation;

(h) TSXV Compliance and Listing. The Common Shares are listed and posted for trading on the TSXV and neither the Corporation nor either of the Subsidiaries has taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSXV, and the Corporation is in compliance in all material respects with the rules, policies and regulations of the TSXV;

(i) No Cease Trade Orders. No order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of securities by the Corporation has been issued by an exchange or securities regulatory authority, and no proceedings for this purpose have been instituted, or are, to the Corporation's knowledge, pending, contemplated or threatened;

(j) Reporting Issuer Status. As at the date hereof, the Corporation is a "reporting issuer" in British Columbia, Alberta, and Ontario, within the meaning of Canadian Securities Laws in such jurisdictions and is not currently in default of any requirement of the Securities Laws of such jurisdictions in any material respect and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Securities Commissions of such jurisdictions;

(k) Foreign Private Issuer Status. To the Corporation's knowledge, the Corporation is, and will be at the Time of Closing, be a "foreign private issuer" as such term is defined in Rule 405 under the U.S. Securities Act;

(l) Offered Shares Valid. The Offered Shares have been, or prior to the Time of Closing will be, duly and validly authorized for issuance and sale pursuant to this Agreement and when issued and delivered by the Corporation pursuant to this Agreement, against payment of the consideration set forth herein, will be validly issued as fully paid and non-assessable securities. The Offered Shares, upon issuance, will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;

(m) Transfer Agent. The Transfer Agent, at its offices in Vancouver, British Columbia, has been duly appointed as the transfer agent and registrar for the Common Shares;

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(n) Absence of Rights. No person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued shares of the Corporation or any other agreement or option, for the issue or allotment of any unissued shares of the Corporation or any other security convertible into or exchangeable for any such shares or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding shares of the Corporation except as set out in the Public Record;

(o) Corporate Actions. The Corporation has taken, or will have taken prior to the Time of Closing, all necessary corporate action: (i) to authorize the execution, delivery and performance of the Transaction Agreements and the LIFE Offering Document (as required); (ii) to validly issue and sell the Offered Shares as fully paid and non-assessable Common Shares;

(p) Valid and Binding Documents. This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of, and is enforceable against, the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors' rights generally and that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction;

(q) No Consents, Approvals etc. The execution and delivery of this Agreement and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Shares to be issued and sold by the Corporation do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange or other third party, except: (i) those which have been obtained or those which may be required and shall be obtained prior to the Time of Closing under the Securities Laws or the rules of the TSXV, including in compliance with the Securities Laws regarding the distribution of the Offered Shares in the Selling Jurisdictions; and (ii) such customary post-Closing notices or filings required to be submitted within the applicable time frame pursuant to Securities Laws as may be required in connection with the Offering;

(r) Continuous Disclosure. The Corporation is in compliance in all material respects with its continuous and timely disclosure obligations under Canadian Securities Laws and, without limiting the generality of the foregoing, there has not occurred an adverse material change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition or capital of the Corporation and the Subsidiaries (taken as a whole) which has not been publicly disclosed and the information and statements in the Public Record were true and correct as of the respective dates of such information and statements and at the time such documents were filed on SEDAR+, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information materially misleading, and the Corporation has not filed any confidential material change reports which remain confidential as at the date thereof.

(s) Financial Statements. The Financial Statements:

(i) present fairly, in all material respects, the financial position of the Corporation and the Subsidiaries on a consolidated basis and the statements of operations, retained earnings, cash flow from operations and changes in financial information of the Corporation on a consolidated basis for the periods specified in such Financial Statements;

(ii) have been prepared in conformity with applicable Canadian Securities Laws and IFRS, applied on a consistent basis throughout the periods involved;

(iii) do not contain any misrepresentations, with respect to the period covered by the Financial Statements; and

(iv) to the Corporation's knowledge, have been audited (in the case of the annual financial statements comprising the Financial Statements) by independent public accountants within

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the meaning of applicable Canadian Securities Laws and the rules of the Canadian Institute of Chartered Accountants;

(t) Off-Balance Sheet Transactions. There are no off-balance sheet transactions, arrangements, obligations or liabilities of the Corporation or either of the Subsidiaries whether direct, indirect, absolute, contingent or otherwise which are required to be disclosed and are not disclosed or reflected in the Public Record;

(u) Accounting Policies. There has been no change in accounting policies or practices of the Corporation or either of the Subsidiaries since August 31, 2024;

(v) Liabilities. Neither the Corporation, nor either of the Subsidiaries have any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Financial Statements or referred to or disclosed herein, other than liabilities, obligations, or indebtedness or commitments: (i) incurred in the normal course of business; or (ii) which would not have a Material Adverse Effect;

(w) Independent Auditors. Buckley Dodds LLP, Chartered Professional Accountants, are independent with respect to the Corporation within the meaning of Canadian Securities Laws and there has never been a "reportable event" (within the meaning of NI 51-102) with the auditors of the Corporation;

(x) Accounting Controls. The Corporation and each of 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 authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (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. Since the end of the Corporation's most recent audited financial year, the Corporation is not aware of any material weakness in the Corporation's internal control over financial reporting (whether or not remediated) or any changes in the Corporation's internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Corporation's internal control over financial reporting;

(y) Audit Committee. The Corporation's board of directors has validly appointed an audit committee whose composition satisfies the requirements of NI 52-110, and the audit committee of the Corporation operates in accordance with all requirements of NI 52-110;

(z) Title to Business Assets. The Corporation (either directly or through either of the Subsidiaries) has good, valid and marketable title to and has all necessary rights in respect of all of its Business Assets as owned, leased, licensed, loaned or used by it or over which it has rights, free and clear of Liens (other than Liens granted in connection with the Loan Agreements as disclosed in the Public Record), and no other rights or Business Assets are necessary for the conduct of the business of the Corporation as currently conducted or as proposed to be conducted, the Corporation knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Corporation or either of the Subsidiaries to use, transfer, license, sell, operate or otherwise exploit such Business Assets and the Corporation does not have any obligation to pay any commission, license fee or similar payment to any person in respect thereof;

(aa) Regulatory Approvals and Authorizations. The Corporation and each of the Subsidiaries has conducted, and is conducting, its business in compliance in all material respects with all Applicable Laws, rules, regulations, legislation, or by-laws or other lawful requirements of any Governmental Authority of each jurisdiction in which it carries on business and holds all licences, registrations and qualifications in all jurisdictions in which it carries on business which are necessary or desirable to carry on the business of the Corporation as now conducted (except where the failure to so conduct its business or to hold such licences, registrations or qualifications would not, individually or in the

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aggregate, have a Material Adverse Effect on the business, operation, capital or condition (financial or otherwise) of the Corporation or its properties or assets), all such licences, registrations or qualifications are valid and existing and in good standing (except where the lack of such valid or existing license would not have any Material Adverse Effect on the business of the Corporation) and none of such licences, registrations or qualifications contains any burdensome term, provision, condition or limitation which has or is likely to have any Material Adverse Effect on the business of the Corporation as now conducted or as proposed to be conducted, and the Corporation is not aware of any legislation, regulation, rule or lawful requirements presently in force or proposed to be brought into force which the Corporation anticipates it will be unable to comply with without materially adversely affecting the Corporation;

(bb) Operation of the Business. There exists no actual or threatened termination, cancellation or limitation of, or any material adverse modification or material change in, the business relationship of the Corporation or either of the Subsidiaries, with any partner, supplier or customer, or any group of partners, suppliers or customers, whose business with, purchases from, or inventories or components provided to the Corporation or either of the Subsidiaries, are individually or in the aggregate material to the assets, business, properties, operations or financial condition of the Corporation. All such business relationships are intact and mutually cooperative, and, to the Corporation's knowledge, there exists no condition or state of fact or circumstances, other than as disclosed in the Public Record, that would prevent the Corporation from conducting such business with any such partner, supplier or customer, or group of partners, suppliers or customers in the same manner in all material respects as currently conducted or proposed to be conducted;

(cc) Research and Development Activities. All product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by the Corporation (either directly or through either of the Subsidiaries) in connection with its business are being conducted in accordance with good industry practices and in compliance, in all material respects, with all applicable industry, laboratory safety, management and training standards, and all processes, procedures and practices, required in connection with such activities are in place as necessary and are being complied with in all material respects;

(dd) AI Technologies. Neither the Corporation nor either of the Subsidiaries use AI Technologies in connection with the operations of their businesses, and the Target Offerings do not incorporate or otherwise utilize any AI Technologies, except for the use of generally available AI Technology for basic word or information processing of non-sensitive or non-confidential information, such as the use of OpenAI's ChatGPT for general inquiries or text proofreading.

(ee) Real Property. Neither the Corporation nor either of the Subsidiaries own or have any rights, title or interest whatsoever in any real property.

(ff) Leased Premises. Each of the leases pursuant to which the Corporation and each of the Subsidiaries occupy any Leased Premises are in good standing and in full force and effect, and the Corporation is not in breach of any material covenants, conditions or obligations contained therein;

(gg) Environmental and Workplace Laws. To the Corporation's knowledge, the Corporation and each of the Subsidiaries is currently in compliance with all applicable federal, provincial, state, local, municipal or foreign 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 the environment or environmental issues, pollution or protection of human health and safety, except where any failure to comply would not have a Material Adverse Effect on the business, operation, capital or condition (financial or otherwise) of the Corporation (or its properties or assets); and, to the Corporation's knowledge, there are no pending or threatened, administrative, regulatory or judicial actions, suits, demands, claims, Liens, notices of non-compliance or violation, investigations or proceedings relating to the Corporation's or either of the Subsidiaries' non-compliance with any environmental laws. The facilities and operations of the Corporation and each of the Subsidiaries are currently being conducted, and to the knowledge of the

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Corporation have been conducted, in all material respects in accordance with all applicable workers' compensation, health and safety and workplace laws, regulations and policies;

(hh) Intellectual Property

(i) The Corporation (either directly or through either of the Subsidiaries) is the exclusive owner of and possesses all right, title and interest in and to all Owned IP, or has a license or right to use, sell and license all of the Licensed IP, such Intellectual Property being all the material Intellectual Property that is used by the Corporation or either of the Subsidiaries in connection with its business and operation as presently conducted or proposed to be conducted, with good and marketable title or valid licenses thereto, free and clear of all Liens and subject to the terms and conditions of the licenses;

(ii) The Corporation (either directly or through either of the Subsidiaries) has taken all commercially reasonable steps to validly maintain, and have not taken any steps that could constitute abandonment of, the Owned IP, including paying all necessary fees and filing all appropriate registrations, affidavits and renewals with the appropriate Governmental Authorities;

(iii) The Corporation or either of the Subsidiaries have entered into valid and enforceable written agreements pursuant to which the Corporation or either of the Subsidiaries has been granted all licenses and permissions to use, reproduce, sub-license, sell, modify, update, enhance or otherwise exploit any Licensed IP to the extent required to operate all aspects of the business of the Corporation as currently conducted and proposed to be conducted;

(iv) Except for such licenses, sublicenses and other agreements relating to off the shelf Software, which are commercially available on a retail basis, the Corporation and each of the Subsidiaries have each performed all obligations imposed upon it pursuant to all licenses, sublicenses, distributor agreements, and other agreements under which the Corporation (either directly or through either of the Subsidiaries) is either a licensor, licensee or distributor, relating to the Owned IP or the Licensed IP, all of which are valid, enforceable and in full force and effect and which contain terms and conditions prohibiting the unauthorized use, reproduction, disclosure, reverse engineering or transfer of such Intellectual Property, and neither the Corporation nor either of the Subsidiaries is in breach of or default thereunder in any material respect, nor is there any event which with notice or lapse of time or both would constitute a material default thereunder;

(v) To the Corporation's knowledge, none of the Owned IP or the Licensed IP, the business operations, or the products or services owned, used, developed, sold, provided, imported, made, licensed or otherwise exploited by the Corporation or either of the Subsidiaries infringes upon or otherwise violates any Intellectual Property rights of others;

(vi) None of the Owned IP or the Licensed IP is subject to any outstanding order, and no claims are pending, which: (i) challenge the validity, enforceability, use, ownership or right in or to any such Intellectual Property, (ii) allege that the operation of the Corporation's business as now conducted infringes or otherwise violates any Intellectual Property right or other proprietary rights(s) of a third party, and the Corporation has no knowledge of any facts which would form a valid basis for any such claim; or (iii) contest the right of the Corporation or either of the Subsidiaries to sell, license or use any products or services of the Corporation;

(vii) To the Corporation's knowledge, no person is infringing upon or otherwise violating the Owned IP or the Licensed IP and neither the Corporation nor either of the Subsidiaries is currently involved in any action, suit or proceeding for unauthorized use, disclosure, infringement or misappropriation of the Owned IP or the Licensed IP or breach of any license or agreement involving such Intellectual Property against any third party; and

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(viii) The Corporation (either directly or through either of the Subsidiaries) has taken all commercially reasonable actions to maintain and protect each item of the Owned IP, including taking all commercially reasonable actions and precautions to protect the secrecy, confidentiality and value of its Trade Secrets and the proprietary and confidential nature and value of its Intellectual Property;

(ii) Data Security. The Corporation (either directly or through either of the Subsidiaries) completes routine backups of material Software and databases used by it and maintains such backups at a secure off-site location (except where such failure to make such backup would not have a Material Adverse Effect on the business, operation, capital or condition (financial or otherwise) of the Corporation (or its properties or assets)). The Corporation (either directly or through either of the Subsidiaries) has taken all reasonable steps (i) to maintain the integrity and security of its systems and network infrastructure in connection with the collection, transmission and storage of electronic data, and (ii) to protect the information technology and communication systems used in connection with its operations and business 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 systems, communication systems, imagery, products or Software. The Corporation has disaster recovery and security plans and procedures in place and there have been no unauthorized intrusions into, or breaches of the security of the information technology or communication systems used in connection with the Corporation's operations and business;

(j) Privacy Protection. To the knowledge of the Corporation, the Corporation and each of the Subsidiaries have complied with all applicable privacy and consumer protection legislation (including the Personal Information Protection Act (British Columbia) and the Personal Information Protection and Electronic Documents Act (Canada)) and none of them 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 each of the 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 as required by Applicable Laws. There has been no loss, damage, or unauthorized access, intrusions, use modification, or other misuse of any information collected, controlled or held by the Corporation or either of the Subsidiaries. To the knowledge of the Corporation, no person has provided any notice, made any claim, or commenced any proceeding with respect to loss, damage, or unauthorized access, use or modification, or other misuse of any such information by the Corporation or either of the Subsidiaries; and there is no reasonable basis for any such notice, claim or proceeding. The execution and delivery this Agreement and the performance of the transactions contemplated hereby does not violate any privacy policy, terms of use, agreement or Applicable Laws relating to the use, dissemination, or transfer of any information;

(kk) Insurance. The Corporation has its properties and assets and the properties and assets of each of the Subsidiaries insured against loss or damage by insurable hazards or risks on a replacement cost basis. Such insurance coverage is of a type and in an amount typical to the business in which the Corporation operates as conducted by a reasonably prudent person based on the advice of reputable insurance brokers consulted by such person. In the last twelve months neither the Corporation nor either of the Subsidiaries have made any claim on any policy of insurance or been refused any insurance coverage sought or applied for. The Corporation does not have any reason to believe that it will not be able to renew the existing insurance coverage of the Corporation or either of the Subsidiaries as and when such coverage expires or obtain similar coverage from similar insurers as may be necessary to continue with its businesses at a cost that would not have a Material Adverse Effect on the Corporation;

(ll) Material Agreements. Each Material Agreement is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Corporation or either of the Subsidiaries that is party to a Material Agreement has performed all material obligations in a timely manner under each Material Agreement. Neither the Corporation nor either of the Subsidiaries is in

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violation, breach or default nor has it received any notification from any party claiming that the Corporation is in breach, violation or default under any Material Agreement and, to the Corporation's knowledge, no other party is in breach, violation or default of any term under any Material Agreement;

(mm) No Material Changes. Since August 31, 2024 and other than disclosed in the Public Record: (i) there has been no material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise) business, condition (financial or otherwise), properties, capital or results of operations of the Corporation and the Subsidiaries considered as one enterprise, and (ii) there have been no transactions entered into by the Corporation or either of the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Corporation and the Subsidiaries considered as one enterprise;

(nn) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency, governmental instrumentality or body, domestic or foreign, now pending or, to the knowledge of the Corporation, threatened against or affecting the Corporation, the Business Assets or either of the Subsidiaries which is required to be disclosed in the Public Record, and which if not so disclosed, or which if determined adversely, would have a Material Adverse Effect, or would materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Corporation of its obligations hereunder. The aggregate of all pending legal or governmental proceedings to which the Corporation or either of the Subsidiaries is a party or of which any of their respective property or assets is subject, which are not described in the Public Record include only ordinary routine litigation incidental to the business, properties and assets of the Corporation and the Subsidiaries and would not reasonably be expected to result in a Material Adverse Effect;

(oo) Absence of Defaults and Conflicts. Neither the Corporation nor either of the Subsidiaries is in violation, default or breach of, and the execution, delivery and performance of the Transaction Agreements, the LIFE Offering Document and the consummation of the transactions and compliance by the Corporation with its obligations hereunder and thereunder, the sale of the Offered Shares do not and will not, whether with or without the giving of notice or passage of time or both, result in a violation, default or breach of, or conflict with, or result in the creation or imposition of any Lien upon any property or assets of the Corporation, or either of the Subsidiaries under the terms or provisions of: (i) any Material Agreements, Debt Instruments or permits, certificates, licenses, approvals, registrations, qualifications, consents and other authorizations issued by the appropriate Governmental Authorities necessary to conduct the business of the Corporation now operated by it in all jurisdictions in which it carries on such business and that are material to the conduct of such business (as such business is currently conducted); (ii) the notice of articles or articles or other constating documents or resolutions of the directors or shareholders of the Corporation or either of the Subsidiaries; (iii) any existing Applicable Law, statute, rule, regulation including applicable Securities Laws and the rules and regulations of the TSXV; or (iv) any judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Corporation, or either of the Subsidiaries or any of their assets, properties or operations;

(pp) Labour. No work stoppage, strike, lock-out, labour disruption, dispute grievance, arbitration, proceeding or other conflict with the employees of the Corporation or either of the Subsidiaries currently exists, or to the knowledge of the Corporation is imminent or threatened, and the Corporation and each of the Subsidiaries is in compliance with all provisions of all federal, national, regional, provincial and local laws and regulations respecting employment, employment practices, terms and conditions of employment, wages and hours. Neither the Corporation nor either of the Subsidiaries is a party to any collective bargaining agreement and, to the knowledge of the Corporation, no action has been taken or is contemplated to organize any employees of the Corporation or either of the Subsidiaries;

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(qq) Taxes. The Corporation and each of the Subsidiaries has duly and on a timely basis, subject to standard extensions, filed all tax returns required to be filed by it, has paid all taxes due and payable by it and has paid all assessments and reassessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by it and which were claimed by any Governmental Authority to be due and owing and to the best of the knowledge, information and belief of the Corporation there are no actions, suits, proceedings, investigations or claims threatened or pending against the Corporation or either of the Subsidiaries in respect of taxes, governmental charges or assessments or any matters under discussion with any Governmental Authority relating to taxes, governmental charges or assessments asserted by any such authority;

(rr) Unlawful Contributions. Neither the Corporation nor either of the Subsidiaries has, nor to the knowledge of the Corporation, has any employee or agent of the Corporation or either of the Subsidiaries, made any unlawful contribution or other payment to any official of, or candidate for, any Canadian or United States federal, state, provincial or municipal office or any similar office of any other country, or failed to disclose fully any contribution, in violation of any law, or made any payment to any federal, provincial, state or municipal governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by Applicable Laws;

(ss) Foreign Corrupt Practices Act. None of the Corporation, either of the Subsidiaries or, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation or either of the Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the "FCPA") or the Corruption of Foreign Public Officials Act (Canada), as amended (the "CFPOA"), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly 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 the giving of anything of value to any "foreign official" (as such term is defined in the FCPA), or any "foreign public official" (as such term is defined in the CFPOA), or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA, and the Corporation and, to the knowledge of the Corporation, each of the Subsidiaries, have conducted their businesses in compliance with the FCPA and the CFPOA;

(tt) Money Laundering Laws. The operations of the Corporation and each of the Subsidiaries are, and, to the knowledge of the Corporation, have been conducted at all times, in compliance with all applicable financial recordkeeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the "Money Laundering Laws") and, no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Corporation or either of the Subsidiaries with respect to the Money Laundering Laws is pending or threatened;

(uu) Compliance with Laws. The Corporation has complied, or will have complied, in all material respects with all relevant statutory and regulatory requirements required to be complied with prior to the Time of Closing in connection with the Offering. Neither the Corporation nor either of the Subsidiaries is aware of any legislation or proposed legislation, which they anticipate will have a Material Adverse Effect;

(vv) No Loans. Other than as disclosed in the Public Record, neither the Corporation nor either of the Subsidiaries has any outstanding Debt Instruments other than the Loan Agreements, has made any loans to or guaranteed the obligations of any person, or is under any obligation to create or issue any Debt Instruments. Each of the Corporation, the Material Subsidiary and Non-Material Subsidiary has, in all material respects, performed all of the obligations required to be performed by it prior to the date hereof and is entitled to all benefits under, and is not in default or to its knowledge alleged

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to be in default in respect of, any Debt Instrument in any material respect. All Debt Instruments are in good standing and in full force and effect, and no event, condition or occurrence exists that, after notice or lapse of time or both, or otherwise, would constitute a default under or breach of, by the Corporation, either of the Subsidiaries, or any other person, any material obligation, agreement, covenant or condition contained in any of the Debt Instruments. To the Corporation's knowledge, there is no dispute between the Corporation or either of the Subsidiaries and any other party under any of the Debt Instruments. Neither the Corporation nor either of the Subsidiaries has received any written notice of a dispute in respect of any of the Debt Instruments;

(ww) Directors and Officers. None of the directors or officers of the Corporation are now, or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

(xx) Minute Books and Records. The minute books of the Corporation and the Material Subsidiary contain full, true and correct copies of the constating documents of the Corporation or the Material Subsidiary, as applicable, and contain copies of all minutes of all meetings and all consent resolutions of the directors (other than in respect of the Offering), committees of directors and shareholders of the Corporation or the Material Subsidiary, as applicable, and all such meetings were duly called and properly held and all such resolutions were properly adopted except to the extent that any such failure could not reasonably be expected to have a Material Adverse Effect;

(yy) Employee Plans. The Public Record discloses, to the extent required by applicable Canadian Securities Laws, each plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to, or required to be contributed to, by the Corporation for the benefit of any current or former director, officer, employee or consultant of the Corporation (the "Employee Plans"), each of which has been maintained in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans;

(zz) No Dividends. During the previous 12 months, the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or securities or agreed to do any of the foregoing;

(aaa) Fees and Commissions. Other than the Co-Lead Underwriters (and their selling group members) pursuant to this Agreement, there is no other person acting at the request of the Corporation, or to the knowledge of the Corporation, purporting to act who is entitled to any brokerage, agency, finder's or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein;

(bbb) Entitlement to Proceeds. Other than the Corporation, there is no person that is or will be entitled to demand the proceeds of the Offering;

(ccc) Related Parties. Other than as set forth in the Public Record, none of the directors, officers or employees of the Corporation, any known holder of more than 10.0% of any class of securities of the Corporation or securities of any person exchangeable for more than 10.0% of any class of securities of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the B.C. Act), has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction which, as the case may be, materially affected or is reasonably expected to materially affect the Corporation and the Subsidiaries, on a consolidated basis. Except as set forth in the Public Record, neither the Corporation nor either of the Subsidiaries has any loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past

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or present, or any person not dealing at "arm's length" (as such term is defined in the Income Tax Act (Canada)) with them; and

(ddd) Offering Matters.

(i) There are no material facts (as such term is defined under Canadian Securities Laws) regarding the Offered Shares that have not been disclosed in the LIFE Offering Document or in any other document filed by the Corporation under securities legislation in a jurisdiction of Canada in the 12 months preceding the date of the LIFE Offering Document;

(ii) At all relevant times, the LIFE Offering Document or any other document filed by the Corporation under securities legislation in a jurisdiction of Canada in the 12 months preceding the date of the LIFE Offering Document does not contain a misrepresentation and will contain disclosure of all material facts relating to the Offered Shares being distributed pursuant to the Offering;

(iii) No material change has occurred in respect of the Corporation since November 5, 2025, being the date of the news release announcing the Offering;

(iv) The Corporation issued and filed news releases in respect of the Offering on November 5, 2025, and such news releases include the following statement: "There is an offering document related to the Offering (the "Offering Document") that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.gatekeeper-systems.com. Prospective investors should read this Offering Document before making an investment decision concerning the Offered Shares.";

(v) The Corporation has posted the LIFE Offering Document on its website;

(vi) The Corporation has been a reporting issuer for at least 12 months prior to November 5, 2025, being the date of the news release announcing the Offering, and is not noted as being in default in any of British Columbia, Alberta or Ontario;

(vii) The Corporation has filed all periodic and timely disclosure documents required under Canadian Securities Laws, and under orders and/or undertakings issued by or made to any Canadian securities regulatory authority;

(viii) The Corporation has a class of equity securities listed for trading on a recognized stock exchange in Canada;

(ix) The Corporation is eligible to offer for sale and issue Offered Shares with a total dollar value of up to $13,497,699.60 in accordance with the Listed Issuer Financing Exemption and the Order;

(x) The use of proceeds to be received by the Corporation from the Offered Shares will not be allocated to an acquisition that is a significant acquisition under NI 51-102, a restructuring transaction (as defined in NI 51-102) or any other transaction for which shareholder approval is required;

(xi) The Corporation reasonably believes that it will have available funds to meet its business objectives and liquidity requirements for a period of 12 months following the Closing;

(xii) The maximum gross proceeds that may be raised under the Offering, together with any funds raised using the Listed Issuer Financing Exemption and the Order during the 12 months immediately preceding the date of the Prescribed News Release, will not exceed

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$25,000,000, and the Corporation is not otherwise raising funds under the Listed Issuer Financing Exemption other than in connection with the Offering;

(xiii) The Offered Shares, combined with all other prior offerings relying on the Listed Issuer Financing Exemption during the 12 month period immediately preceding the date of the Prescribed News Release, will not result in an increase of more than 50% of the Corporation's outstanding equity securities as of July 14, 2025;

(xiv) The Offering will not result in the creation of a new "control person" (as defined in the B.C. Act); and

(xv) The Offering will not result in a person or company acquiring beneficial ownership of, or exercising control or direction over, such number of the Corporation's Common Shares that would result in such person or company being entitled to elect a majority of the directors of the Corporation.

Section 8 Covenants of the Corporation

(1) The Corporation covenants and agrees with the Co-Lead Underwriters, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Offered Shares, that:

(a) Standstill. Except as contemplated by this agreement, the Corporation will not, directly or indirectly, without the prior written consent of the Co-Lead Underwriters (which consent shall not be unreasonably withheld or delayed):

(i) issue, offer, sell, contract to sell, secure, pledge, grant any option, right or warrant to purchase or otherwise lend, transfer or dispose of (or announce any intention to do so) any equity securities of the Corporation or any securities convertible into, or exchangeable or exercisable for, equity securities of the Corporation; or

(ii) make any short sale, engage in any hedging transactions, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of equity securities of the Corporation or any securities convertible into, or exchangeable or exercisable for, equity securities of the Corporation,

for a period commencing on the date hereof and ending 90 days following the Closing Date, except:

(i) pursuant to the Offering;

(ii) upon the exercise of convertible securities, warrants or options outstanding prior to November 5, 2025;

(iii) to satisfy existing instruments of the Corporation already issued as of November 5, 2025; or

(iv) for arm's length normal course acquisitions of corporate entities or assets;

(b) Maintain Reporting Issuer Status. The Corporation will use its 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 British Columbia, Alberta and Ontario to 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(1)(b) following the completion of a merger, amalgamation, arrangement, business

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combination or take-over bid pursuant to which the Corporation ceases to be a "reporting issuer" (within the meaning of Securities Laws);

(c) Maintain Stock Exchange Listing. The Corporation will use its commercially reasonable efforts to maintain the listing of the Common Shares on the TSXV or such other recognized stock exchange or quotation system as Canaccord Genuity on behalf of the Co-Lead 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 provided that the Corporation shall not be required to comply with this Section 8(1)(c) 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 Securities Laws);

(d) Consents and Approvals. The Corporation will have made or obtained, as applicable, at or prior to the Time of Closing, all consents, approval, 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 applicable time frame pursuant to Securities Laws, "blue sky laws" in the United States and the rules of the TSXV; and

(e) Closing Conditions. The Corporation will have, at or prior to the Time of Closing, fulfilled or caused to be fulfilled, each of the conditions set out in Section 10.

Section 9 Representations, Warranties and Covenants of the Co-Lead Underwriters

(1) Each Co-Lead Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Corporation that:

(a) it is, and will remain so, until the completion of the Offering, appropriately registered under applicable Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder;

(b) it has 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;

(c) it and its affiliates and representatives, including any Selling Firms appointed by such Co-Lead Underwriter, (i) did not engage in any solicitation prior to the filing of the LIFE Offering Document on SEDAR+ and (ii) have not provided any documents or material other than the LIFE Questionnaires and the LIFE Offering Document to Purchasers, or such other documents as form part of the public record filed in accordance with applicable Securities Laws in Canada; and

(d) it and its affiliates and representatives, including any Selling Firms appointed by such Co-Lead Underwriter, (i) have conducted its activities in connection with the offer and sale of the Offered Shares in the Selling Jurisdictions where they may lawfully be offered for sale under the Offering and this Agreement either directly or through other registered investment dealers and brokers and in a manner that, pursuant to applicable Securities Laws, no prospectus, registration statement or similar document needed to be delivered or filed, (ii) have not conducted its activities in connection with the offer and sale of the Offered Shares so as to create continuing obligations on the part of the Corporation under the laws of any jurisdiction outside of Canada or an obligation to establish or maintain any office or director or officer in such jurisdiction, and (iii) have not solicited offers to purchase or sell the Offered Shares in any jurisdiction outside of Canada where the solicitation or sale of the Offered Shares would result in any statutory ongoing disclosure requirements in such jurisdiction or any registration requirements in such jurisdiction on the part of the Corporation except for the filing of a notice or report of the solicitation or sale.

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Section 10 Conditions of Closing

(1) The Co-Lead Underwriters' obligation to purchase the Offered Shares at the Time of Closing pursuant to this Agreement shall be subject to the following conditions:

(a) the Co-Lead Underwriters receiving at the Time of Closing, favourable legal opinions from DuMoulin Black LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Co-Lead Underwriters, the opinions of local counsel acceptable to counsel to the Co-Lead Underwriters as to the qualification of the Offered Shares for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and 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), to the effect set forth below:

(i) the Corporation is a corporation validly incorporated and existing under the BCBCA and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets;

(ii) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Shares;

(iii) the authorized and issued capital of the Corporation;

(iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and this Agreement has been duly 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;

(v) the execution and delivery of this Agreement and the fulfilment of the terms hereof by the Corporation and the issuance, sale and delivery of the Offered Shares do not and will not result in a breach of or 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 default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, the BCBCA and Canadian Securities Law applicable therein;

(vi) all necessary corporate action has been taken by the Corporation to authorize the execution of the LIFE Offering Document and the filing thereof with the Securities Commissions in the Selling Jurisdictions;

(vii) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares;

(viii) the issuance by the Corporation of the Offered Shares to the Purchasers in the Selling Jurisdictions in accordance with the terms of this Agreement, the LIFE Offering Document, and the LIFE Questionnaires, are exempt from the prospectus requirements of applicable Securities Laws in the Selling Jurisdictions, and no documents are required to be filed (other than specified forms accompanied by requisite filing fees, the Prescribed News Release and the LIFE Offering Document and any amendments thereto), proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws to permit such issuance and sale; it being noted, however, that the Corporation is

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required to file or cause to be filed with the applicable Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within 10 days following the Closing Date;

(ix) the first trade of the Offered Shares in the Selling Jurisdictions is exempt from the prospectus requirements of applicable Securities Laws and no other document is required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under applicable Securities Laws to permit such trade in the Selling Jurisdictions through registrants or dealers registered under applicable Securities Laws who comply with those applicable Securities Laws, subject to compliance with Section 2.6 of NI 45-102;

(x) the Corporation is a reporting issuer, or its equivalent, in each of British Columbia, Alberta, and Ontario, and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in British Columbia, Alberta or Ontario;

(xi) the Transfer Agent, at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; and

(xii) subject only to the standard listing conditions, the Offered Shares have been conditionally listed or approved for listing on the TSXV,

in a form acceptable to counsel to the Co-Lead Underwriters and their counsel, acting reasonably;

(b) the Co-Lead Underwriters receiving, at the Time of Closing, a favourable legal opinion from local counsel of the Corporation in the jurisdiction of incorporation of the Material Subsidiary in a form acceptable to the Co-Lead Underwriters and their counsel, acting reasonably, to the effect set out below:

(i) the Material Subsidiary having been incorporated and existing under its jurisdiction of incorporation;

(ii) the Material Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business; and

(iii) as to the authorized and issued share capital of the Material Subsidiary and to the ownership thereof;

(c) a certificate of the Corporation dated the Closing Date, addressed to the Co-Lead Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer, with respect to:

(i) the constating documents of the Corporation;

(ii) all resolutions of the Corporation's board of directors relating to the Offering and the Transaction Agreements and the transactions contemplated hereby and thereby; and

(iii) the incumbency and specimen signatures of signing officers of the Corporation, in the form of a certificate of incumbency;

(d) a certificate of the Corporation dated the Closing Date, addressed to the Co-Lead Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer, certifying that:

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(i) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Date;

(ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct in all material respects at the Closing Date, as if made at such time, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct as of that date only; and

(iii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any Securities Commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened;

(e) the Co-Lead Underwriters receiving, at the Time of Closing, a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at the end of Business Day on the date prior to the Closing Date;

(f) the Corporation having delivered to the Co-Lead Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Offered Shares on the TSXV, subject only to satisfaction by the Corporation of standard listing conditions;

(g) the Co-Lead Underwriters not having exercised any rights of termination set forth herein;

(h) the Co-Lead Underwriters having received at the Time of Closing a lock-up agreement substantially in the form attached hereto as Schedule "B" executed and delivered by each of the directors and officers of the Corporation; and

(i) the Co-Lead Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Co-Lead Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing 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 electronic means at the Time of Closing.

(2) Securities. At the Time of Closing, subject to the terms and conditions contained in this Agreement, the following shall occur:

(a) the Co-Lead Underwriters shall pay the aggregate Offering Price for the Offered Shares being issued and sold hereunder, net of the Underwriting Fee and the expenses of the Co-Lead Underwriters as set forth in Section 11(2)(c);

(b) the Corporation shall deliver to the Co-Lead Underwriters, the Offered Shares in electronic or certificated form, registered in the name of "CDS & Co." or in such other name or names as the Co-Lead Underwriters may notify the Corporation in writing not less than 24 hours prior to the Time of Closing, for deposit into the electronic book based system for clearing, depository and entitlement services operated by CDS; and

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(c) upon payment of the aggregate Offering Price pursuant to Section 11(2)(a), the Corporation shall make payment in full of the applicable Underwriting Fee and the expenses of the Co-Lead Underwriters, by directing the Co-Lead Underwriters to withhold the Underwriting Fee and such expenses from the payment of the aggregate Offering Price.

Section 12 Indemnification and Contribution

(1) The Corporation and each of the Subsidiaries or affiliated companies, as the case may be (collectively, the "Indemnitor") hereby agree to indemnify and save harmless to the maximum extent permitted by law, each of the Co-Lead Underwriters, their subsidiaries and affiliates, and each of their respective directors, officers, employees, partners, agents, advisors and shareholders/unitholders (collectively, the "Indemnified Parties" and individually, an "Indemnified Party") from and against any and all losses, claims, actions, suits, proceedings, investigations, damages, obligations, liabilities or expenses of whatsoever nature or kind (excluding loss of profits) whether joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the fees, disbursements and taxes of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (each a "Claim" and, collectively, the "Claims") to which an Indemnified Party may become subject or otherwise involved in any capacity under statute or common law, or otherwise, insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the performance of professional services rendered by the Indemnified Parties in connection with the Offering and hereunder or otherwise in connection with the matters referred to in this Agreement, whether before or after the execution of this Agreement, and to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim.

(2) If and to the extent that a court of competent jurisdiction, in a final non-appealable judgement in a proceeding in which an Indemnified Party is named as a party, determines that a Claim was caused by or resulted from an Indemnified Party's gross negligence or fraudulent act, this indemnity shall cease to apply to such Indemnified Party in respect of such Claim and such Indemnified Party shall reimburse any funds advanced by the Corporation to the Indemnified Party pursuant to this indemnity in respect of such Claim. The Corporation agrees to waive any right the Corporation might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity.

(3) If any Claim is brought against an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Indemnitor, the Indemnified Party will give the Corporation prompt written notice of any such Claim of which the Indemnified Party has knowledge and the Indemnitor shall have the right (but not the obligation), to undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses; provided, however, that:

(a) such defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably;

(b) no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Indemnified Party, acting reasonably;

(c) none of the Indemnified Parties shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld; and

(d) if such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of the progress thereof and will discuss with the Indemnified Party all significant actions proposed.

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(4) If an Indemnified Party is undertaking the investigation and defence of any Claim in respect of which indemnity may be sought against the Indemnitor, the Indemnified Party shall provide copies of all relevant documentation to the Indemnitor, keep the Indemnitor advised of the progress thereof and discuss with the Indemnitor all significant actions proposed.

(5) Notwithstanding anything to the contrary contained herein, the failure of an Indemnified Party to notify the Indemnitor of a Claim shall not relieve the Indemnitor of its obligation of indemnification hereunder.

(6) No admission of liability and no settlement, compromise or termination of any Claim, or investigation shall be made without the consent of the and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld or delayed.

(7) Notwithstanding that the Indemnitor will undertake the investigation and defence of any Claim, any Indemnified Party shall have the right to employ separate counsel in each applicable jurisdiction with respect to such Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Parties, unless:

(a) employment of such separate counsel has been authorized by the Indemnitor;

(b) the Indemnitor has not assumed the defence of the Claim and employed counsel therefore within 30 days after receiving notice of the Claim;

(c) the named parties to any such Claim include the Corporation, and any of the Indemnified Parties, and the Indemnified Parties shall have been advised by counsel to the Indemnified Parties that there may be a conflict of interest between the Corporation and any Indemnified Party;

(d) the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein; or

(e) there are one or more defences available to the Indemnified Parties which are different from or in addition to those available to the Corporation, as the case may be,

in which case such reasonable fees and expenses of such counsel to the Indemnified Parties will be for the account of the Corporation.

(8) Notwithstanding anything to the contrary contained herein, the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Parties' behalf in the circumstances described in Section 12(7)(c), (d), or (e).

(9) If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any of them) or insufficient to hold them harmless, the Indemnitor agrees to contribute to the amount paid or payable by the Indemnified Parties as a result of such Claims in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation or the Corporation's shareholders, and their constituencies on the one hand and the Indemnified Parties on the other, but also the relative fault of the parties and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Indemnitor will in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim any amount in excess of the fees actually received by the Indemnified Parties hereunder.

(10) The Corporation hereby constitutes Canaccord Genuity as trustee for each of the other Indemnified Parties of the covenants of the Indemnitor under this indemnity with respect to such persons and Canaccord Genuity agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

(11) The Corporation agrees that, in any event, no Indemnified Party shall have any liability (either direct or indirect, in contract or tort or otherwise) to the Corporation or any person asserting claims on their behalf or

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in right for or in connection with the performance of services rendered by the Co-Lead Underwriters under this Agreement, except to the extent that any losses, expenses, claims, actions, damages or liabilities incurred by the Corporation are determined by a court of competent jurisdiction in a final judgement (in a proceeding in which an Indemnified Party is named as a party) that has become non-appealable to have resulted from the material breach of the Agreement, breach of applicable laws, gross negligence, wilful misconduct or fraudulent act of such Indemnified Party.

(12) The Corporation agrees to reimburse the Co-Lead Underwriters monthly for the time spent by the Co-Lead Underwriters' personnel in connection with any Claim at their normal per diem rates. The Corporation also agrees that if any action, suit, proceeding or claim shall be brought against, or an investigation commenced in respect of the Corporation and the Co-Lead Underwriters (or any member of the syndicate of underwriters) and personnel of the Co-Lead Underwriters (or any member of the syndicate of underwriters) shall be required to testify, participate or respond in respect of or in connection with the performance of the services rendered by the Co-Lead Underwriters (or any member of the syndicate of underwriters), each such Co-Lead Underwriter shall have the right to employ its own counsel in connection therewith and the Corporation will reimburse the Co-Lead Underwriters (or any member of the syndicate of underwriters) monthly for the time spent by its personnel in connection therewith at their normal per diem rates together with such disbursements and reasonable out-of-pocket expenses as may be incurred, including fees and disbursements the Co-Lead Underwriter's counsel.

(13) The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights the Indemnified Parties may have at common law or otherwise.

(14) The indemnity and contribution obligations of the Indemnitors 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 and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, and any Indemnified Party.

(15) The foregoing provisions of this Section 12 shall survive the completion of professional services rendered in connection with this Agreement, or any termination of this Agreement.

Section 13 Expenses and Commission

(1) Whether or not the Offering shall be completed, all costs and expenses of or incidental to the sale and delivery of the Offered Shares and of or incidental to all matters in connection with the transactions herein shall be borne by the Corporation, including all expenses of or incidental to the issue, sale or distribution of the Offered Shares, including expenses related to road shows and marketing activities, 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, the reasonable expenses and fees incurred by the Co-Lead Underwriters in entering into and performing their obligations under this Agreement, including the reasonable fees and disbursements of Canadian legal counsel to the Co-Lead Underwriters (which shall not exceed $70,000, exclusive of disbursements and taxes, which, for greater certainty, shall be borne by the Corporation) and the reasonable fees and disbursements of any other advisors retained by the Co-Lead Underwriters with the prior written consent of the Corporation, such consent not to be unreasonably withheld or delayed. Such reimbursable expenses shall be payable on the Closing Date, except that if the Offering is not completed, then such expenses shall be paid within 30 days of receipt by the Corporation of invoices from the Co-Lead Underwriters.

(2) It is anticipated that the services provided by the Co-Lead Underwriters in connection herewith will not be subject to the Goods and Services Tax assessed under Part IX of the Excise Tax Act (Canada) on the basis that any taxable supplies provided will be incidental to the exempt financial services provided. In the event, however, that the Canada Revenue Agency (or other taxing authority) assesses or propose to assess on the basis that the Goods and Services Tax, or any other value-added tax, is exigible on any or all of the Underwriting Fee or the reimbursement of the expenses of the Co-Lead Underwriters, the Corporation agrees to forthwith pay the amount of such tax, together with any interest, penalties or other additions thereto, upon

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the request of the Co-Lead Underwriters, directly to the Co-Lead Underwriters or to the Canada Revenue Agency, as applicable.

(3) The Co-Lead Underwriters acknowledge and agree that all selling concessions, costs, expenses and payments related to, incurred by, or in connection with, the sale of any Offered Shares to any retail investment advisors will be shared equally between the Co-Lead Underwriters.

Section 14 All Terms to be Conditions

(1) 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 Co-Lead Underwriters will use its respective commercially reasonable efforts to cause all such conditions to be complied with. Any breach or failure to comply with any of the conditions set out in this Agreement in all material respects that are in the control of the Corporation and cannot be reasonably cured to the satisfaction of the Co-Lead Underwriters, in their sole discretion, prior to the Time of Closing shall entitle the Co-Lead Underwriters to terminate their obligation to purchase the Offered Shares, by written notice to that effect given to the Corporation at or prior to the Time of Closing. It is understood that the Co-Lead 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 Co-Lead Underwriters in respect of any such terms and conditions or any other or subsequent breach or noncompliance, provided that to be binding on the Co-Lead Underwriters any such waiver or extension must be in writing.

Section 15 Termination by the Co-Lead Underwriters in Certain Events

(1) Each of the Co-Lead Underwriters shall be entitled to terminate and cancel all of their obligations under this Agreement, by written notice to that effect given to the Corporation prior to the Time of Closing if:

(a) Restrictions on Distribution. Any inquiry, action, suit, investigation or other proceeding (whether formal or informal), including matters of regulatory transgression or unlawful conduct, is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation the TSXV or any securities regulatory authority) against the Corporation or its directors, officers or principal shareholders where wrongdoing is alleged or there is any enactment or change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Co-Lead Underwriters (or any of them), could operate to prevent, restrict or otherwise seriously adversely affect the distribution or trading of the Offered Shares.

(b) Material Change. There shall occur or come into effect any material change in the business, affairs, financial condition, capital or control of the Corporation or either of the Subsidiaries, taken as a whole, or any change in any material fact or new material fact, or there should be discovered any previously undisclosed material fact which, in each case, in the reasonable opinion of the Co-Lead Underwriters, has or could reasonably be expected to have a material adverse effect on the market price or value of the Offered Shares.

(c) Disaster Out. There should develop, occur or come into effect or existence any event, action, state, or condition including, without limitation, terrorism, war, plague, epidemic, pandemic, outbreak, accident or major financial occurrence of national or international consequence, or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the sole opinion of the Co-Lead Underwriters (or any one of them), seriously adversely affects or involves, or may seriously adversely affect or involve, the financial markets in Canada or the United States or the business, operations or affairs of the Corporation or the Subsidiaries taken as a whole or the market price or value of the Offered Shares.

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(d) Breach. The Corporation is in breach of any material term, condition or covenant of this Agreement that may not be reasonably expected to be remedied to the satisfaction of the Co-Lead Underwriters (or any of them), in their sole discretion, prior to the Time of Closing or any representation or warranty given by the Corporation becomes or is false in any material respect.

(e) Cease Trade. An order shall have been made or threatened to cease or suspend trading in the Offered Shares, or to otherwise prohibit or restrict in any manner the distribution or trading of the Offered Shares, or actions or proceedings are announced or commenced for the making of any such order by any securities regulatory authority or similar regulatory or judicial authority or the TSXV, which order has not been rescinded, revoked or withdrawn.

(2) If this Agreement is terminated by any of the Co-Lead Underwriters pursuant to Section 15(1), there shall be no further liability on the part of such Co-Lead Underwriter or of the Corporation to such Co-Lead Underwriter, except in respect of any liability which may have arisen or may thereafter arise under Section 12 and Section 13.

(3) The right of the Co-Lead Underwriters or any of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they 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. Notwithstanding the foregoing and for the avoidance of doubt, this Agreement may be terminated at any time at or prior to the Time of Closing upon the mutual written agreement of the Corporation and the Co-Lead Underwriters if the parties hereto decide not to proceed with the Offering.

Section 16 Obligations of the Co-Lead Underwriters to be Several

(1) Subject to the terms and conditions hereof, the obligation of the Co-Lead Underwriters to purchase the Offered Shares shall be several and not joint nor joint and several. The percentage of the Offered Shares to be severally purchased and paid for by each of the Co-Lead Underwriters shall be as follows:

Canaccord Genuity Corp.	60%
Raymond James Ltd.	40%

(2) Without affecting the firm obligation of the Co-Lead Underwriters to purchase from the Corporation all of the Offered Shares at the Offering Price in accordance with this Agreement, after the Co-Lead Underwriters have made reasonable effort to sell all of the Offered Shares at the Offering Price, the Offering Price may be decreased by the Co-Lead 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 Underwriting Fee to be paid by the Corporation to the Co-Lead Underwriters, and it will not decrease the amount of the net proceeds of the Offering to be paid by the Co-Lead Underwriters to the Corporation, before deducting expenses of the Offering. The Co-Lead Underwriters will inform the Corporation if the Offering Price is decreased.

Section 17 Notices

(1) Any notice or other communication required or permitted to be given hereunder shall be in writing by personal delivery or electronic mail as follows:

in the case of the Corporation, to:

Gatekeeper Systems Inc.
Suite 301 – 31127 Wheel Avenue

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Abbotsford, BC V2T 6H1

Attention: Mr. Doug Dyment, Chairman, President & CEO
Email: [Redacted - Email Address]

with a copy of any such notice to:

DuMoulin Black LLP
1111 W Hastings St 15th Floor
Vancouver, BC V6E 2J3

Attention: Jason Sutherland
Email: [Redacted - Email Address]

in the case of the Co-Lead Underwriters, to:

Canaccord Genuity Corp.
Suite 2100 – 40 Temperance Street
Toronto, ON M5H 0B4

Attention: Todd Radons, Managing Director, Investment Banking
Email: [Redacted - Email Address]

and

Raymond James Ltd.
Suite 4205, 525 – 8th Avenue SW
Calgary, AB T2P 1G1

Attention: Kelly Hughes, Managing Director, Investment Banking
Email: [Redacted - Email Address]

with a copy of any such notice to:

Bennett Jones LLP
Suite 3400, One First Canadian Place
100 King Street West
Toronto, ON M5X 1A4

Attention: Christopher Travascio
Email: [Redacted - Email Address]

The Corporation and the Co-Lead 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 electronic mail and shall be deemed to have been given when: (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered; and (ii) in the case of a notice delivered or given by electronic mail on the day of its transmission, provided that if such day is not a Business Day or if it is transmitted or received after the end of normal business hours for the recipient then the notice or other communication shall be deemed to have been given on the first Business Day next following the day of such transmission.

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Section 18 Miscellaneous

(1) Actions of the Co-Lead Underwriters. Except with respect to Section 12, Section 15 and Section 16, all transactions and notices on behalf of the Co-Lead Underwriters hereunder or contemplated hereby may be carried out or given on behalf of the Co-Lead Underwriters by Canaccord Genuity and Canaccord Genuity shall in good faith discuss with the other Co-Lead Underwriter the nature of any such transactions and notices prior to giving effect thereto or the delivery thereof, as the case may be.

(2) Successors and Assigns. This Agreement shall enure to the benefit of, and shall be binding upon, the Co-Lead Underwriters and the Corporation and their respective successors and legal representatives.

(3) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

(4) 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.

(5) 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 Co-Lead Underwriters to purchase the Offered Shares.

(6) Survival. All representations, warranties, covenants and agreements of the Corporation and/or the Co-Lead 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 two years following the Closing Date. Notwithstanding the preceding sentence, Section 12 shall survive the purchase and sale of the Offered Shares and the termination of this Agreement and shall continue in full force and effect for the benefit of the Co-Lead Underwriters or the Corporation, as the case may be, regardless of any subsequent disposition of the Offered Shares or any investigation by or on behalf of the Co-Lead Underwriters with respect thereto without limitation other than any limitation requirements of Applicable Law. The Co-Lead Underwriters and the Corporation shall be entitled to rely on the representations and warranties of the Corporation or the Co-Lead Underwriters, as the case may be, contained herein or delivered pursuant hereto notwithstanding any investigation which the Co-Lead Underwriters or the Corporation may undertake or which may be undertaken on their behalf.

(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) 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 thereof.

(9) 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.

(10) Several and Joint. In performing their respective obligations under this Agreement, the Co-Lead Underwriters shall be acting severally and not jointly and severally. Nothing in this Agreement is intended to create any relationship in the nature of a partnership, or joint venture between the Co-Lead Underwriters.

(11) Entire Agreement. This Agreement constitutes the only agreement between the parties hereto with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings in respect of

32 -

the Offering, including the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only.

(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.

[Signature page follows.]

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,

CANACCORD GENUITY CORP.

By: (signed) "Todd Radons"

Name: Todd Radons

Title: Managing Director, Investment Banking

RAYMOND JAMES LTD.

By: (signed) "Kelly Hughes"

Name: Kelly Hughes

Title: Managing Director, Investment Banking

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

GATEKEEPER SYSTEMS INC.

By: (signed) "Doug Dyment"

Doug Dyment

Chairman, President & CEO

SCHEDULE A

FORM OF LOCK UP AGREEMENT

(see attached)

GATEKEEPER SYSTEMS INC.
LOCK-UP AGREEMENT

Canaccord Genuity Corp.
40 Temperance Street, Suite 2100
Toronto, ON M5H 0B4

Raymond James Ltd.
Suite 4205, 525 – 8th Avenue SW
Calgary, AB T2P 1G1

Re: Gatekeeper Systems Inc. (the "Corporation")

Dear Sirs/Mesdames:

Reference is made to an underwriting agreement dated as of November 13, 2025 (the "Underwriting Agreement") among the Corporation and Canaccord Genuity Corp. ("Canaccord Genuity") and Raymond James Ltd. (together with Canaccord Genuity, the "Co-Lead Underwriters") as co-lead underwriters and joint bookrunners, which provides for the issuance and sale of up to 6,427,476 common shares of the Corporation (the "Offered Shares") at a price of $2.10 per Offered Share for gross proceeds of up to $13,497,699.60, pursuant to the listed issuer financing exemption from the prospectus requirement set out in Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended and supplemented by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Offering").

Capitalized terms used but not defined herein have the meanings given to them in the Underwriting Agreement.

In consideration of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees not to, and will not permit any of the undersigned's affiliates to, for a period of 90 days from the Closing Date (the "Lock-Up Period"), directly or indirectly, offer, sell, transfer, assign, pledge, 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 equity securities of the Corporation or other securities of the Corporation convertible into, exchangeable for or exercisable to acquire, equity securities of the Corporation, in each case whether now owned or hereafter acquired, directly or indirectly (collectively, the "Locked-Up Securities"), unless the undersigned first obtains the prior consent of Canaccord Genuity, on behalf of the Co-Lead Underwriters, such consent not to be unreasonably withheld.

The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the undersigned's Locked-Up Securities even if such Locked-Up Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Locked-Up Securities or with respect to any

security that includes, relates to, or derives any significant part of its value from any of the Locked-Up Securities.

The undersigned hereby authorizes the Corporation during the Lock-Up Period to cause any transfer agent for the Locked-Up Securities to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, Locked-Up Securities for which the undersigned is the registered or beneficial holder.

It is agreed that this Agreement shall neither limit nor restrict the ability of the undersigned to sell, transfer, or dispose of any and all of the Locked-Up Securities pursuant to a bona fide written offer (whether solicited or unsolicited) by a person unaffiliated with the Corporation made to every holder of common shares of the Corporation on the same basis, whether by way of take-over bid, tender offer, plan of arrangement, or other business combination or similar transaction ("Transaction"), provided that if such Transaction is not completed, the provisions of this Agreement remain in force and effect.

This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. This Agreement is irrevocable and will be binding on the undersigned and the heirs, personal representatives and assigns of the undersigned.

This Agreement may be executed by facsimile signatures or by e-mail transmission of a .pdf file or similar means of recorded electronic transmission (including DocuSign), each of which shall be effective as original signatures.

[Signature page follows]

DATED this 13th day of November, 2025.

Signature: _______

Print Name: _______

Print Title: _______

[Signature Page to Lock-Up Agreement]

AI assistant

Gatekeeper Systems Inc. Share Issue/Capital Change 2025

46676_rns_2025-11-17_b2b4c5e8-de94-44e2-bcc8-4c20ea3adbed.pdf

UNDERWRITING AGREEMENT

Section 1 Definitions and Interpretations

(1) Definitions

Section 2 Commission

Section 3 Attributes of the Offered Shares

Section 4 Distribution of the Offered Shares Generally

Section 5 Material Change

Section 6 Regulatory Approvals

Section 7 Representations and Warranties of the Corporation

Section 8 Covenants of the Corporation

Section 9 Representations, Warranties and Covenants of the Co-Lead Underwriters

Section 10 Conditions of Closing

Section 12 Indemnification and Contribution

Section 13 Expenses and Commission

Section 14 All Terms to be Conditions

Section 15 Termination by the Co-Lead Underwriters in Certain Events

Section 16 Obligations of the Co-Lead Underwriters to be Several

Section 17 Notices

Section 18 Miscellaneous

CANACCORD GENUITY CORP.

RAYMOND JAMES LTD.

GATEKEEPER SYSTEMS INC.

AI assistant

Gatekeeper Systems Inc. — Share Issue/Capital Change 2025

46676_rns_2025-11-17_b2b4c5e8-de94-44e2-bcc8-4c20ea3adbed.pdf

UNDERWRITING AGREEMENT

Section 1 Definitions and Interpretations

(1) Definitions

Section 2 Commission

Section 3 Attributes of the Offered Shares

Section 4 Distribution of the Offered Shares Generally

Section 5 Material Change

Section 6 Regulatory Approvals

Section 7 Representations and Warranties of the Corporation

Section 8 Covenants of the Corporation

Section 9 Representations, Warranties and Covenants of the Co-Lead Underwriters

Section 10 Conditions of Closing

Section 12 Indemnification and Contribution

Section 13 Expenses and Commission

Section 14 All Terms to be Conditions

Section 15 Termination by the Co-Lead Underwriters in Certain Events

Section 16 Obligations of the Co-Lead Underwriters to be Several

Section 17 Notices

Section 18 Miscellaneous

CANACCORD GENUITY CORP.

RAYMOND JAMES LTD.

GATEKEEPER SYSTEMS INC.

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