Haivision Systems Inc. — Capital/Financing Update 2020

Dec 9, 2020

HAIVISION SYSTEMS INC. Initial Public Offering of Common Shares Final Term Sheet $30 Million December 9, 2020

A final prospectus dated December 9, 2020 containing important information relating to the securities described in this document has been filed with the securities regulatory authority in each of the provinces of Canada. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. A copy of the final prospectus, and any amendment, is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final prospectus, and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The final prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities of the Company (as defined below) have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The final prospectus and this document does not constitute an offer to sell or solicitation of an offer to buy any of these securities in the United States.

Capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed thereto in the final prospectus. All references to “$” or “dollars” in this document are to Canadian dollars.

Issuer:	Haivision Systems Inc. (“Haivision” or the “Company”).
Description of the	Haivision is a leading provider of infrastructure solutions for the video streaming market,
Company:	servicing enterprises and governments globally.
Offering Size:	$30 million ($34.5 million if the Over‐Allotment Option is exercised in full).
Offering Price:	$6.00 per common share (the “Offering Price”).
Over‐Allotment Option:	The Company has granted to the Underwriters an option (the “Over‐Allotment Option”),
	exercisable, in whole or in part, at any time for a period of 30 days after the Closing Date,
	to purchase up to an additional 15% of the aggregate number of common shares offered
	under the prospectus at the Offering Price solely to cover over‐allotments, if any, and for
	market stabilization purposes.
Shares Outstanding:	Upon completion of the offering, an aggregate of 25,862,019 common shares and no
	preferred shares will be issued and outstanding (26,612,019 common shares if the Over‐
	Allotment Option is exercised in full).
Use of Proceeds:	The aggregate net proceeds to the Company from the offering are estimated to be
	approximately $28.2 million ($32.4 million if the Over‐Allotment Option is exercised in
	full) after deducting the Underwriters' fee but before the expenses relating to the
	offering.
	The Company intends to use (i) approximately $18.0 million of the net proceeds of the
	offering to fund selective acquisitions, (ii) approximately $4.0 million of the net proceeds
	of the offering to accelerate the introduction of new products, features and services, (iii)
	approximately $4.0 million of the net proceeds of the offering to fund the expansion and

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	to increase the scope of sales, marketing and global support activities; and (iv) the
	balance for general working capital and other general corporate purposes.
Description of Equity	Upon completion of the offering, the Company’s authorized share capital will consist of
Capital:	(i) an unlimited number of common shares, and (ii) an unlimited number of preferred
	shares, issuable in series.
Lock‐Up Arrangements:	In connection with the offering, each of the Company’s executive officers and directors,
	each such shareholder’s associates and affiliates, and certain other shareholders have
	agreed that he, she or it will not, directly or indirectly, without the prior written consent
	of the Bookrunners, on behalf of the Underwriters, offer, issue, sell, grant, secure, pledge,
	or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or
	enter into any form of agreement or arrangement the consequence of which is to alter
	economic exposure to, or announce any intention to do so, in any manner whatsoever,
	any common shares or securities convertible into, exchangeable for, or otherwise
	exercisable to acquire common shares or other equity securities of the Company (the
	“Locked‐up Securities”) for a period commencing on the Closing Date and ending (i) in
	the case of the Company’s executive officers, 18 months after the Closing Date, and (ii)
	in the case of the Company’s directors and other shareholders, 6 months after the Closing
	Date, in both cases subject to certain limited exceptions (the “Lock‐up Agreements”).
	Pursuant to the terms and conditions of their Lock‐up Agreements, each of the
	Company’s executive officers will be released of the restrictions applicable to him under
	his Lock‐up Agreement in respect of (i) one third of his Locked‐up Securities as of 6
	months after the Closing Date, (ii) an additional one third of his Locked‐up Securities as
	of 12 months after the Closing Date, and (iii) the remaining one third of his Locked‐up
	Securities as of 18 months after the Closing Date.
Listing:	The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the
	common shares under the symbol “HAI”. Listing is subject to the Company fulfilling all of
	the requirements of the TSX.
Eligibility for Investment:	Eligible under the usual statutes and for RRSPs, RRIFs, RDSPs, RESPs and TFSAs.
Underwriting Fee:	6.0% of the gross proceeds raised in respect of the offering (including the Over‐Allotment
	Option).
Bookrunners:	Canaccord Genuity Corp. and Desjardins Capital Markets.
Closing:	December 16, 2020.

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