Kits Eyecare Ltd.

EXECUTION COPY

AGENCY AGREEMENT

January 12, 2021

Kits Eyecare Ltd. 1020 - 510 Seymour St. Vancouver, BC V6B 3J5

Attention: Roger Hardy Chief Executive Officer

0999849 B.C. Ltd. 1020 - 510 Seymour St. Vancouver, BC V6B 3J5

Yuan Yi Sabrina Liak 1020 - 510 Seymour St. Vancouver, BC V6B 3J5

Joseph Anthony Thompson 1020 - 510 Seymour St. Vancouver, BC V6B 3J5

LD Group Holdings Ltd. 301-1650 Elgin Mills Road East Richmond Hill, ON L4S 0B2

Ladies and Gentlemen:

Canaccord Genuity Corp. (the “ Lead Agent ”) together with CIBC World Markets Inc., Scotia Capital Inc., Roth Canada, ULC, Haywood Securities Inc. and Stifel Nicolaus Canada Inc. (collectively with the Lead Agent, the “ Agents ”), understands that Kits Eyecare Ltd. (the “ Company ”) proposes to make an initial public offering of 6,470,588 common shares of the Company (the “ Base Shares ”), for aggregate gross proceeds of $55,000,000.

Based on the foregoing, and subject to the terms and conditions contained in this Agreement, the Agents hereby agree to act as, and the Company appoints the Agents as, the sole and exclusive Agents of the Company to offer the Base Shares for purchase and sale at the Closing Time (as defined below) on a commercially reasonable efforts agency basis at a price of $8.50 per Base Share (the “ Offering Price ”).

In addition, 0999849 B.C. Ltd. (the “ 0999849 Selling Shareholder ”), Yuan Yi Sabrina Liak (the “ Liak Selling Shareholder ”), Joseph Anthony Thompson (the “ Thompson Selling Shareholder ”) and LD Group Holdings Inc. (the “ LD Group Selling Shareholder ” and together with the 0999849 Selling Shareholder, the Liak Selling Shareholder and the Thompson Selling Shareholder, the “ Selling Shareholders ”, and each individually, a “ Selling Shareholder ”) hereby grant to the Agents an option (the “ Over-Allotment Option ”) for the purpose of satisfying over-allocations, if any, and for market stabilization purposes by the Agents. The Over-Allotment Option shall entitle the Agents to offer for purchase and sale, in the Agents’ sole discretion and on the basis set forth below, additional common shares in the capital of the Company (the “ Common Shares ”) owned by the Selling Shareholders in an amount that is equal to up to fifteen (15) percent of the Base Shares issued pursuant to the Offering (the “ Additional Shares ”) from the Selling Shareholders at the Option Closing Time (as defined below) at a price per share equal to the Offering Price and otherwise on the same basis as the offer for purchase and sale of the Base Shares. Upon exercise of the Option, the Additional Shares shall be sold by the Selling Shareholders as follows: (i) in respect of the first $7,000,000, 70.05% Additional Shares from the 0999849 Selling Shareholder, 28.46% Additional Shares from the Liak Selling Shareholder, and 1.49% Additional Shares

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from the Thompson Selling Shareholder; and (ii) in respect of any amount after the first $7,000,000 is filled pursuant to (i), above, 42.03% Additional Shares from the 0999849 Selling Shareholder, 17.08% Additional Shares from the Liak Selling Shareholder, and 0.89% Additional Shares from the Thompson Selling Shareholder, and 40.00% Additional Shares from the LD Group Selling Shareholder. The Over-Allotment Option shall be exercisable, in whole or in part, and at any time and from time to time, until 5:00 p.m. (Vancouver time) (the “ Option Expiry Time ”) on the 30th day following the Closing Date (as defined below). If the Agents elect to exercise the Over-Allotment Option, the Agents shall provide written notice (the “ Exercise Notice ”) to the Selling Shareholders and the Company prior to the Option Expiry Time, which Exercise Notice shall specify the number of Additional Shares to be offered by the Agents and the date on which such Additional Shares are to be offered (the “ Option Closing Date ”). The Option Closing Date may be the same as the Closing Date, but not earlier than the Closing Date, and shall be at least two (2) Business Days (as defined below), but not more than five (5) Business Days, after the date on which the Exercise Notice is delivered to the Selling Shareholders and Company. The Selling Shareholders and the Company acknowledge and agree that the Agents are under no obligation to purchase any of the Additional Shares.

The Base Shares and the Additional Shares are hereinafter collectively referred to as the “ Offered Shares ” and unless the context otherwise requires, all references to the “Offered Shares” shall assume the exercise of the Over-Allotment Option. The offering of the Offered Shares is hereby referred to as the “ Offering ”. The Offering may include investors introduced by the Company for up to 15% of the Offering.

In consideration for the Agents’ services hereunder:

(a) the Company agrees to pay the Agents a fee of 6% of the gross proceeds from the sale of the Base Shares (the “ Base Offering Agents’ Fee ”);
(b) the Selling Shareholders agree to pay the Agents a fee of 6% of the gross proceeds from the sale of the Additional Shares (the “ Over-Allotment Agents’ Fee ” and, together with the Base Offering Agents’ Fee, the “ Agents’ Fee ”); and
(c) the Company agrees to pay the Lead Agent a corporate finance fee of $250,000 (the “ Corporate Finance Fee ”), of which $125,000 shall be payable in cash and $125,000 shall be payable by the issuance of 14,706 Common Shares at the Offering Price (the “ Corporate Finance Fee Shares ”). The Agents shall have the right to direct the Company to deliver the Corporate Finance Fee and/or the Corporate Finance Fee Shares to specified Selling Firms. Issuances of Corporate Finance Fee Shares shall occur outside the United States in compliance with Rule 903 of Regulation S under the U.S. Securities Act.

Notwithstanding anything to the contrary contained herein and subject to the terms and conditions hereof, the Agents, acting through its respective U.S. Affiliates, in accordance with Schedule A hereto, may offer and sell the Offered Shares in the United States to “ Qualified Institutional Buyers ” (as defined in Schedule A hereto) and to “ Accredited Investors ” (as defined in Schedule A hereto)), provided such sales are made in accordance with the registration exemption provided by Section 4(a)(2) under the U.S. Securities Act (offers and sales to Accredited Investors to be made in accordance with Rule 506(b) of Regulation D under the U.S. Securities Act) and applicable U.S. state securities laws, all in the manner contemplated by this Agreement (including Schedule A hereto, the terms and conditions of which are incorporated herein by reference and form a part of this Agreement).

The terms and conditions between the Company and the Agents are set forth below.

1. Definitions

In this Agreement:

(a) “ Additional Services ” has the meaning given to it in Section 35;

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(b) “ Additional Shares ” has the meaning given to it above;
(c) “ affiliate ” and “ subsidiary ” have the respective meanings given to them in National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators ;
(d) “ Agents ” has the meaning given to it above;
(e) “ Agents’ Compensation ” means, collectively, the Agents’ Fee and the Corporate Finance Fee;
(f) “ Agents’ Fee ” has the meaning given to it above;
(g) “ Agents’ Information ” means information and statements relating solely to the Agents which have been provided by the Agents to the Company in writing specifically for use in the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, the Final U.S. Private Placement Memorandum and any Prospectus Amendment;
(h) “ Agreement ” means this Agency Agreement, as amended from time to time;
(i)
“ Alternative Transaction ” has the meaning given to it in Section 34;
(j) “ Amended Preliminary Prospectus ” means the amended and restated preliminary prospectus filed in all jurisdictions other than Quebec and the preliminary prospectus filed in Quebec (in both the English and French languages unless the context indicates otherwise) of the Company dated December 16, 2020 relating to the distribution of the Offered Shares, as further amended by way of amended and restated preliminary prospectus dated December 23, 2020;
(k) “ Annual Financial Statements ” means Audited consolidated annual financial statements as at and for the financial year ended December 31, 2019, and for the period from October 19, 2018 (date of incorporation) to December 31, 2018, together with the notes thereto and the independent auditor’s report thereon, and the Audited financial statements as at and for the period January 1 to April 4, 2019 and as at and for the years ended December 31, 2018 and 2017, together with the notes thereto and the independent auditor’s report thereon, and which are appended to the Prospectus;
(l)
“ Anti-Money Laundering Laws ” has the meaning given to it in subsection 9(jj);
(m) “ Applicable Canadian Securities Laws ” means all applicable corporate and securities laws in each of the Qualifying Jurisdictions and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published policies, policy statements and notices of the Canadian Securities Administrators;
(n) “ Applicable Law ” means any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any Subsidiary or their business, operations or assets, of any court, Governmental Authority, arbitrator or other authority having jurisdiction over the Company or such Subsidiary;
(o) “ Audit Committee ” means the audit committee of the board of directors of the Company;
(p) “ Base Offering Agents’ Fee ” has the meaning given to it above;
(q) “ Base Shares ” has the meaning given to it above;

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(r) “ BDC Loan ” means the loan agreement with BDC Capital Inc. dated March 26, 2019, as amended, which provides for a loan of $23.4 million;
(s) “ Business Day ” means any day, other than a Saturday or Sunday, on which commercial banks in Vancouver, British Columbia are open for commercial banking business during normal banking hours;
(t) “ Change of Control ” shall mean the transfer (whether by tender offer, amalgamation, arrangement, consolidation or other similar transaction), after the closing of the Offering, to a person or group of affiliated persons, of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold shares having more than 50% of the voting power of all outstanding voting shares of the Company (or the surviving entity);
(u) “ Claim ” has the meaning given to it in subsection 22(a)(i);
(v) “ Closing ” means the completion of the issue and sale by the Company, and the sale by the Agents, of the Offered Shares (or any portion thereof) pursuant to this Agreement;
(w) “ Closing Date ” means January 19, 2021, or such other date as the Company and the Agents may agree, but in any event shall not be later than April 12, 2021;
(x) “ Closing Time ” means 8:00 a.m. (Toronto time) on the Closing Date and, if applicable, on each Option Closing Date;
(y) “ Common Shares ” has the meaning given to it above;
(z) “ Company ” has the meaning given to it above;
(aa) “ Corporate Finance Fee ” has the meaning given to it above;
(bb) “ Corporate Finance Fee Shares ” has the meaning given to it above;
(cc) “ COVID-19 ” has the meaning given to it in subsection 9(vvv);
(dd) “ distribution ” means “ distribution ” or “ distribution to the public ”, as the case may be, as defined under the Applicable Canadian Securities Laws of the Qualifying Jurisdictions; and “ distribute ” has a corresponding meaning;
(ee) “ Due Diligence Sessions ” has the meaning given to it in subsection 4(b);
(ff) “ Employee Plan ” means any (i) pension, retirement, deferred compensation, savings, profit-sharing, stock option, stock purchase, bonus, incentive, vacation pay, severance pay, supplemental unemployment benefit, employee assistance, death benefit or other employee or post-retirement benefit plan, trust, arrangement, contract, agreement, policy or commitment (including any arrangement to provide pension benefits in excess of the maximum amounts which are allowed under the Income Tax Act (Canada) to be provided through a registered pension plan) from which present or former employees, officers and directors, individuals working on contract with the Company or its Subsidiary or individuals providing services to the Company or its Subsidiary of a kind normally performed by employees benefit or have the potential to benefit, or (ii) group or individual insurance policy or coverage (including self-insured coverage) for accident and sickness or life insurance (including any individual insurance policy under which any present or former employee, officer or director of the Company or its Subsidiary, as applicable, is the named insured and as to which the Company makes premium payments, whether or not the Company or its Subsidiary is the owner, beneficiary or both of that policy), or other

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insured or covered expense reimbursement coverage, from which present or former employees, officers or directors of the Company or its Subsidiary benefit or have the potential to benefit;

(gg) “ Environmental Laws ” means any federal, state, provincial, territorial or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials or Conditions, and “ Hazardous Materials or Conditions ” means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws;
(hh) “ Exercise Notice ” has the meaning given to it above;
(ii) “ Final Offering Documents ” means, together, the Final Prospectus and the Final U.S. Private Placement Memorandum;
(jj) “ Final Prospectus ” means the final prospectus (in both the English and French languages unless the context indicates otherwise) of the Company dated January 12, 2021 relating to the distribution of the Offered Shares;
(kk) “ Final U.S. Private Placement Memorandum ” means the final private placement memorandum dated January 12, 2021 comprised of the Final Prospectus and the U.S. Private Placement Memorandum;
(ll) “ Financial Information ” has the meaning given to it in subsection 7(a)(vi);
(mm) “ Financial Statements ” means, collectively, the Annual Financial Statements and the Interim Financial Statements;
(nn) “ Governmental Authorities ” means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities (i) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographical or political subdivision of any them; or (ii) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;
(oo) “ Governmental Licenses ” has the meaning given to it in Section 9(ll);
(pp) “ Indemnified Party ” has the meaning given to it in subsection 22(a)(i);
(qq) “ Intellectual Property ” has the meaning given to it in subsection 9(kk)(i);
(rr) “ Interim Financial Statements ” means the unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019;
(ss) “ Lien ” means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition which, in substance, secures payment or performance of an obligation;

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(tt) “ Marketing Materials Amendments ” means any revised template version of any marketing materials (in both English and French languages unless the context indicates otherwise) provided to potential investors in connection with the distribution of Offered Shares;
(uu) “ Material Adverse Effect ” or “ Material Adverse Change ” means any fact, effect, change, event, occurrence or development that, alone or in conjunction with any other fact, effect, change, event, occurrence or development (i) is or is reasonably likely to be materially adverse to the results of operations, condition (financial or otherwise), assets, properties, capital, liabilities (contingent or otherwise), cash flows, income, prospects or business operations of the Company or its Subsidiary, taken as a whole; or (ii) would result in the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus or any Prospectus Amendment containing a misrepresentation;
(vv) “ Material Contract ” means a contract described under the heading “ Material Contracts ” in the Final Prospectus;
(ww) “ misrepresentation ”, “ material change ”, “ marketing materials ” and “ material fact ” shall have the meanings ascribed thereto under the Securities Act (British Columbia);
(xx) “ MD&A ” means management’s discussion and analysis for the financial condition and results of operations in respect of the Company for the periods of December 31, 2019, and September 30, 2019, representing the results of operations subsequent to and including April 5, 2019 (the date of the Company’s incorporation) and including the pro forma combined year end December 31, 2019, including the 94 day predecessor period from January 1, 2019, through April 4, 2019 and the 271 day successor period from April 5, 2019, through December 31, 2019, included in the Prospectus;
(yy) “ notice ” has the meaning given to it in Section 30;
(zz) “ NP 11-202 ” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions of the Canadian Securities Administrators;
(aaa) “ NI 41-101 ” means National Instrument 41-101 – General Prospectus Requirements of the Canadian Securities Administrators;
(bbb) “ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators;
(ccc) “ NI 52-109 ” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators;
(ddd) “ NI 52-110 ” means National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators ;
(eee) “ Offered Shares ” has the meaning given to it above;
(fff) “ Offering ” has the meaning given to it above;
(ggg) “ Offering Documents ” means, collectively, the Preliminary Offering Documents, the Amended Preliminary Offering Documents, and the Final Offering Documents;
(hhh) “ Offering Price ” has the meaning given to it above;
(iii) “ Option Closing ” means the completion of the sale by the Company to the Agents of the Additional Shares;

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(jjj) “ Option Closing Date ” has the meaning given to it above;
(kkk) “ Option Closing Time ” means 8:00 a.m. (Toronto time) on the Option Closing Date;
(lll) “ Option Expiry Time ” has the meaning given to it above;
(mmm) “ Over-Allotment Agents’ Fee ” has the meaning given to it above;
(nnn) “ Over-Allotment Option ” has the meaning given to it above;
(ooo) “ person ” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, company, limited liability company, unlimited liability company or Governmental Authority and, where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;
(ppp) “ Pre-Closing Capital Changes ” means the transactions to be carried out by the Company or involving securities of the Company as described in the Prospectus under the heading “ Description of Share Capital - Pre-Closing Capital Changes ”;
(qqq) “ Preliminary Offering Documents ” means, together, the Preliminary Prospectus and the Preliminary U.S. Private Placement Memorandum;
(rrr) “ Preliminary Prospectus ” means the preliminary prospectus of the Company dated December 15, 2020 relating to the distribution of the Offered Shares and the Corporate Finance Fee Shares;
(sss) “ Preliminary U.S. Private Placement Memorandum ” means the preliminary private placement memorandum dated December 15, 2020 comprised of the Preliminary Prospectus and the U.S. Private Placement Memorandum;
(ttt) “ Prospectus ” means, collectively, the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any other Prospectus Amendment;
(uuu) “ Prospectus Amendment ” means any amendment to the Amended Preliminary Prospectus or the Final Prospectus;
(vvv) “ Qualifying Jurisdictions ” means each of the provinces and territories of Canada;
(www) “ Regulation D ” means Regulation D adopted by the SEC under the U.S. Securities Act;
(xxx) “ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;
(yyy) “ Restricted Share Plan ” means the restricted share plan of the Company dated November 5, 2020;
(zzz) “ Returns ” has the meaning given to it in subsection 9(ww)(i);
(aaaa) “ SEC ” means the United States Securities and Exchange Commission;
(bbbb) “ Securities Commissions ” means, collectively, the securities commission or securities regulatory authority in each of the Qualifying Jurisdictions, and “Securities Commission” means any one of them;
(cccc) “ SEDAR ” means the System for Electronic Document Analysis and Retrieval;
(dddd) “ Selling Firm ” has the meaning given to it in subsection 5(a);

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(eeee) “ Selling Jurisdictions ” means (i) the Qualifying Jurisdictions; (ii) the United States (with respect to such offers and sales made in compliance with Schedule A hereof); and (iii) such other foreign jurisdictions as the Agents and the Company may mutually agree in writing;
(ffff) “ Selling Shareholder ” and “ Selling Shareholders ” have the respective meanings given to them above;
(gggg) “ Selling Shareholders’ Information ” means (i) with respect to a Selling Shareholder, the legal name and the number of common shares and proportionate voting shares in the capital of the Company beneficially owned by such Selling Shareholder before the Offering (following the Pre-Closing Capital Changes and prior to the Closing) and immediately following the Closing, including such information in the related footnotes, but excluding percentages, (ii) with respect to a Selling Shareholder, the information regarding that Selling Shareholder under the headings “Principal Shareholders” and “Plan of Distribution”;
(hhhh) “ Stock Option Plan ” means the stock option plan of the Company dated November 5, 2020;
(iiii) “ Subsidiary ” means Kits.com Technologies Inc., which is a wholly-owned subsidiary and incorporated under the laws of Canada;
(jjjj) “ Supplementary Material ” means, collectively, any ancillary material, information, evidence, return, report, application, statement or document which may be filed by or on behalf of the Company under Applicable Canadian Securities Laws;
(kkkk) “ Swaps ” means any transaction which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, forward sale, exchange traded futures contract or any other similar transaction (including any option with respect to any of these transactions or any combination of these transactions);
(llll) “ template version ” has the meaning given to it in NI 41-101;
(mmmm) “ TSX ” means the Toronto Stock Exchange;
(nnnn) “ United States ” or “ U.S. ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;
(oooo) “ U.S. Affiliate ” means a United States registered broker-dealer affiliate of an Agent;
(pppp) “ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
(qqqq) “ U.S. Private Placement Memorandum ” means the U.S. private placement memorandum prepared for use in connection with the offer and sale of the Offered Shares in the United States, in the form agreed to by the Company and the Agents, each acting reasonably, the preliminary version of which was attached to a copy of the Preliminary Prospectus, and the final version of which will be attached to a copy of the Final Prospectus; and
(rrrr) “ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder.

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In this Agreement, “ to the best of the knowledge of ”, “ to the best of its knowledge ” or “ to its knowledge ” means, unless otherwise expressly stated, a statement of the declarant’s knowledge of the facts or circumstances to which such phrase related, after having made due and applicable inquiries and investigations in connection with such facts and circumstances; and “ to the knowledge of the Company ”, “ to the Company’s knowledge ”, “ to the best of the knowledge of the Company ” or “ to the best of the Company’s knowledge ” means, unless otherwise expressly stated, a statement as to the best knowledge of each of the senior officers of the Company about the facts or circumstances to which such phrase related, after having made due and applicable inquiries and investigations in connection with such facts and circumstances that would ordinarily be made in the discharge of each such officer’s duties.

Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words importing gender, include all genders. References to “Sections”, “subsection”, “paragraphs” and “clauses” are to the appropriate section, subsection, paragraph or clause of this Agreement.

All references to dollars or “ $ ” are to Canadian dollars unless otherwise expressed.

2. Appointment of Agents

(a) The Company appoints the Agents as its exclusive agents in respect of the Offering and the Agents accept the appointment and agree to act as the exclusive agents of the Company in respect of the Offering to use their commercially reasonable best efforts to sell the Offered Shares in the Selling Jurisdictions. The Agents agree to use their commercially reasonable best efforts to sell the Offered Shares, but it is hereby understood and agreed that the Agents shall act as agents only and are under no obligation to purchase any of the Offered Shares, although the Agents may subscribe for the Offered Shares if they so desire. The obligations of the Agents under this Agreement are several (and not joint) and no Agent shall be liable to the Company under this Agreement with respect to any default by another Agent or a Selling Firm appointed by another Agent.
(b) The Corporate Finance Fee Shares shall be qualified under and distributed pursuant to the Offering Documents to the extent permitted by NI 41-101.

3. Compliance with Securities Laws

(a) The Company represents and warrants to the Agents that the Company has prepared and filed the Preliminary Prospectus and other related documents required by Applicable Canadian Securities Laws with the Securities Commissions (other than Quebec) and has obtained a receipt from the British Columbia Securities Commission for the Preliminary Prospectus which also evidences that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by the Securities Commissions in each of the other Qualifying Jurisdictions (other than Quebec);
(b) The Company represents and warrants to the Agents that the Company has prepared and filed the Amended Preliminary Prospectus and other related documents required by Applicable Canadian Securities Laws with the Securities Commissions and has obtained a receipt from the British Columbia Securities Commission for the Amended Preliminary Prospectus which also evidences that a receipt has been issued or is deemed to have been issued for the Amended Preliminary Prospectus by the Securities Commissions in each of the other Qualifying Jurisdictions;
(c) The Company will, forthwith after any comments of the Securities Commissions in respect of the Preliminary Prospectus and Amended Preliminary Prospectus have been addressed to the satisfaction of the Securities Commissions, prepare and file the Final Prospectus, in

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form and substance satisfactory to the Agents, acting reasonably, together with other related documents required by Applicable Canadian Securities Laws (including, without limitation, the template version of any marketing materials, as applicable), with the Securities Commissions and obtain a receipt from the British Columbia Securities Commission for the Final Prospectus as soon as possible after such filing, but in any event no later than 5:00 p.m. (Vancouver time) on January 12, 2021. Such receipt will also evidence that the British Columbia Securities Commission has issued a receipt for the Final Prospectus. Pursuant to NP 11-202, a receipt for the Final Prospectus will be deemed to have been issued by the Securities Commissions in each of the other Qualifying Jurisdictions;

(d) The Company will promptly fulfil and comply with, to the satisfaction of the Agents, acting reasonably: (i) Applicable Canadian Securities Laws required to be fulfilled or complied with by the Company to enable the Offered Shares to be lawfully distributed to the public in the Qualifying Jurisdictions through the Agents or any other investment dealers or brokers registered as such in the Qualifying Jurisdictions; and (ii) Section 4(a)(2) and Rule 506(b) of Regulation D under the U.S. Securities Act and applicable U.S. state securities laws to enable the Offered Shares to be lawfully offered and sold on a private placement basis in the United States in accordance with the provisions of Schedule A to this Agreement; and
(e) Until the date on which the distribution of the Offered Shares is completed, the Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required or desirable under Applicable Canadian Securities Laws to continue to qualify the distribution of the Offered Shares in the Qualifying Jurisdictions.

4. Due Diligence

(a) Prior to the filing of the Final Prospectus, the Company shall permit the Agents to review and participate in the preparation of the Final Prospectus and the Final U.S. Private Placement Memorandum and shall allow each of the Agents to conduct any due diligence investigations which it requires in order to fulfil its obligations as an agent under Applicable Canadian Securities Laws and in order to enable it to responsibly execute the certificate in the Prospectus required to be executed by it. Following the filing of the Final Prospectus up to the later of the Closing Date and the date of completion of the distribution of the Shares, the Company shall allow each of the Agents to conduct any due diligence investigations which it reasonably requires to confirm as at any date that it continues to have reasonable grounds for the belief that the Final Prospectus and any Prospectus Amendment do not contain a misrepresentation as at such date or as at the date of such Final Prospectus or any Prospectus Amendment and to otherwise fulfill its obligations as an agent under Applicable Canadian Securities Laws. Following the execution and delivery of this Agreement up to the later of the Closing Date and the date of completion of the distribution of the Offered Shares, the Company shall permit the Agents to review and participate in the preparation of the Final U.S. Private Placement Memorandum and allow each of the Agents to conduct any due diligence investigations which it requires in order to fulfill its obligations as an agent under applicable U.S. securities laws.
(b) Without limiting the generality of the foregoing, the Company shall make available its directors, senior management and Audit Committee, and shall use its commercially reasonable efforts to cause its auditors and legal counsel and other experts to be available, to answer any questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to the completion of the distribution of the Offered Shares (collectively, the “ Due Diligence Sessions ”). The Agents shall distribute the list of written questions to be answered in advance of each such Due Diligence Session and the Company shall provide written responses to such questions and shall use its commercially

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reasonable efforts to have its auditors and legal counsel and other experts provide written responses to such questions in advance of each of the Due Diligence Sessions.

5. Restrictions on Sale and Certain Other Obligations

(a) The Agents will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Offered Shares. The Agents shall comply, and shall require any such dealer or broker, other than the Agents, with which the Agents have a contractual relationship in respect of the distribution of the Offered Shares (a “ Selling Firm ”), to comply with Applicable Canadian Securities Laws in connection with the distribution of the Offered Shares and to offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agents shall, and shall require any Selling Firm to agree to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold.
(b) The Agents shall, and shall require any Selling Firm to agree to, observe and distribute the Offered Shares in a manner that complies with all applicable laws and regulations (including, in connection with offers and sales in the United States, Section 4(a)(2) under the U.S. Securities Act (and Rule 506(b) of Regulation D under the U.S. Securities Act as to Accredited Investors) and applicable U.S. state securities) and Applicable Canadian Securities Laws in each jurisdiction into and from which they may offer to sell the Offered Shares or distribute the Final Prospectus, the Final U.S. Private Placement Memorandum or any amendment, supplement or ancillary documents thereto in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Final Prospectus or the Final U.S. Private Placement Memorandum or any other document to any person in any jurisdiction, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of any jurisdiction other than the Qualifying Jurisdictions.
(c) From the date hereof until the later of the Closing Date or the Option Closing Date, the Company, the Selling Shareholders and the Agents, on a several basis (not joint, and not joint and several), covenant and agree:
(i) not to provide any potential investor of Offered Shares with any marketing materials unless a template version of such marketing materials has been: (i) approved in writing by the Company and the Lead Agent (on behalf of the Agents), each acting reasonably, and (ii) filed by the Company with the Securities Commissions on or before the day such marketing materials are first provided to any potential investor of Offered Shares; and
(ii) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Company other than: (i) such marketing materials that have been approved and filed in accordance with subsection 5(c)(ii) and that are otherwise in compliance with Applicable Canadian Securities Laws; (ii) the Prospectus; and (iii) any standard term sheets approved in writing by the Company, such approval not to be unreasonably withheld.
(d) The Agents shall be entitled to assume that the Offered Shares are qualified for distribution in each of the Qualifying Jurisdictions unless otherwise notified in writing by the Company prior to the Closing Time.

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(e) The Company and the Agents hereby acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities or “ blue sky ” laws, and may not be offered or sold except: (A) to “Qualified Institutional Buyers pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws; (B) to Accredited Investors, provided such sales are made in accordance with Rule 506(b) of Regulation D under the U.S. Securities Act and applicable U.S. state securities laws; and (C) outside the United States, in accordance with Rule 903 of Regulation S. Accordingly, the Company and the Agents hereby agree that offers and sales of the Offered Shares in the United States shall be conducted only in the manner specified in Schedule A hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement. The Agents further agree that they will require each Selling Firm who offers and sells any of the Offered Shares to agree to comply with the requirements hereof.

6. Marketing Materials

(a) In connection with the distribution of the Offered Shares:
A. the Company shall prepare, in consultation with the Selling Shareholders and the Lead Agent and approve in writing, prior to the time the marketing materials are provided to potential investors, a template version of the marketing materials reasonably requested to be provided by the Agents to any potential investor; such marketing materials shall comply with Applicable Canadian Securities Laws and be acceptable in form and substance to the Agents, acting reasonably, and such template version shall be approved in writing by the Lead Agent, on behalf of all of the Agents, prior to the time the marketing materials are provided to potential investors;
B. the Company shall file the template version of the marketing materials referred to in paragraph 6(a)A above with the Securities Commissions as soon as reasonably practicable after the template version of the marketing materials is so approved in writing by the Company and by the Lead Agent, on behalf of all of the Agents, and in any event on or before the day the marketing materials are first provided to any potential investor; and
C. any comparables shall be redacted from the template version of the marketing materials and such redactions shall be made in compliance with the related requirements of NI 41-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions s by the Company as required by Applicable Canadian Securities Laws.
(b) The Company shall comply with Applicable Canadian Securities Laws and other applicable laws in connection with the filing of the French language versions of any such marketing materials, and a copy thereof shall be delivered to the Agents as soon as practicable following such filing.
(c) Following the approvals and filings set forth in the foregoing paragraphs, the Agents may provide the marketing materials to potential investors to the extent permitted by Applicable Canadian Securities Laws and applicable United States Securities Laws.
(d) The Company shall prepare and file a Marketing Materials Amendment provided to potential investors in connection with the offering of the Offered Shares where required

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under Applicable Canadian Securities Laws, and the foregoing paragraphs above shall also apply to such revised template version.

(e) No Agent will be liable under this Section 6 with respect to a default by any of the other Agents or a Selling Firm appointed by any of the other Agents.

7. Delivery of Documents

(a) On or prior to the time of filing of the Final Prospectus, the Company shall deliver to the Agents and its counsel (except to the extent such documents have been previously delivered to the Agents or are available on SEDAR):
- (i) a copy of each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus in the English language signed and certified by the Company and, if required, by the Selling Shareholders, as required by Canadian Securities Laws in the Qualifying Jurisdictions other than the Province of Quebec;
- (ii) a copy of each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus in the French language signed and certified by the Company and, if required, by the Selling Shareholders, as required by Canadian Securities Laws applicable in the Province of Quebec;
- (iii) a copy of any other document required to be filed by the Company under Canadian Securities Laws, including without limitation any marketing materials and template versions thereof, in each case in the English and French language
- (iv) copies of the U.S. Private Placement Memorandum;
- (v) a copy of any other document required to be filed by the Company under Applicable Canadian Securities Laws, including without limitation any marketing materials and template versions thereof;
- (vi) an opinion of BCF LLP, dated the date of each of the Amended Preliminary Prospectus and the Final Prospectus, each in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the board of directors of the Company, to the effect that the French language version of the Amended Preliminary Prospectus and the Final Prospectus, as applicable, except for the Financial Statements and information under the headings “Non-IFRS Measures and E-Commerce Industry Metrics”, “Selected Pro Forma and Consolidated Financial Information and other Data”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Consolidated Capitalization”, and “Index to Financial Statements” contained in the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus, as applicable (collectively with the Financial Statements, the “ Financial Information ”), as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and proper translation of the English language version thereof;
- (vii) an opinion of MNP LLP dated the date of each of the Amended Preliminary Prospectus and the Final Prospectus, each in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the board of directors of the Company, to the effect that the French language version of the Financial Information contained in the Amended Preliminary Prospectus and the Final Prospectus, as applicable, is, in all material respects, a complete and proper translation of the English language version thereof;

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(viii) a “long-form” comfort letter of MNP LLP, dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no earlier than two (2) Business Days prior to the date of the Final Prospectus), addressed to the Agents and the board of directors of the Company, in form and substance satisfactory to the Agents, acting reasonably, with respect to certain financial and numerical information relating to the Company contained in the Final Prospectus, which letter shall be in addition to the auditors’ report contained in the Final Prospectus and any auditors’ comfort letter addressed to the Canadian Securities Regulators; and
(ix) a copy of the letter from the TSX advising the Company that conditional approval of the listing of the Common Shares (including the Offered Shares and the Corporate Finance Fee Shares) has been granted by the TSX, subject to the satisfaction of the customary conditions set out therein.
(b) In the event that the Company is required by Applicable Canadian Securities Laws to prepare and file a Prospectus Amendment (including in the circumstances referred to in Section 15) or marketing materials amendment, the Company shall prepare and deliver promptly to the Agents signed and certified copies of such Prospectus Amendment or marketing materials amendment. Any Prospectus Amendments shall be in form and substance satisfactory to the Agents, acting reasonably. Concurrently with the delivery of any Prospectus Amendment, the Company shall deliver to the Agents, with respect to such Prospectus Amendment, documents similar to those referred to in subsections 7(a)(iii), (iv), (v), (vi), (vii), (viii) and (ix), and in connection with such Prospectus Amendment, shall prepare and deliver to the Agents a corresponding U.S. Private Placement Memorandum amendment, if requested by the Lead Agent in writing;
(c) In the event that the Company is required by United States securities laws to prepare and file a U.S. Private Placement Memorandum amendment (including in the circumstances referred to in Section 15), the Company shall prepare and deliver promptly to the Agents such U.S. Private Placement Memorandum amendment; and
(d) The Company shall permit the Agents to review and participate in the preparation of any U.S. Private Placement Memorandum amendment or marketing materials amendment, it being understood and agreed that no Prospectus Amendment or marketing materials amendment will be filed with any Canadian securities regulatory authority, and no U.S. Private Placement Memorandum amendment will be distributed, without first obtaining the approval of the Agents and their counsel, after consultation with the Agents with respect to the form and content thereof.

8. Representations as to Prospectus and Prospectus Amendments

(a) The Company has prepared and delivered to the Agents copies of the Preliminary Prospectus and the Amended Preliminary Prospectus each for use by the Agents in connection with its solicitation of purchase of, or offering of, the Offered Shares.
(b) The Company has prepared and delivered to the Agents and the U.S. Affiliate copies of the Final U.S. Private Placement Memorandum.
(c) Filing of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment shall constitute a representation and warranty by the Company to the Agents that:
(i) as at their respective dates and as at their respective dates of filing, as applicable, the information and statements (excluding the Agents’ Information and the Selling Shareholders’ Information) contained in the Preliminary Prospectus, the Amended

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Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment (A) contain no misrepresentation and (B) constitute full, true and plain disclosure of all material facts relating to the Company the Offered Shares and the Offering as required by Applicable Canadian Securities Laws;

(ii) the information and statements (excluding the Agents' Information and the Selling Shareholders’ Information) contained in the preliminary and final version of the U.S. Private Placement Memorandum do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, all within the meaning of U.S. Securities Laws;
(iii) as at their respective dates and as at their respective dates of filing, as applicable, except with respect to any Agents’ Information and the Selling Shareholders Information, such documents comply in all material respects with the requirements of Applicable Canadian Securities Laws; and
(iv) as at their respective dates and as at their respective dates of filing, the statistical and market-related data included in the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, and any other Prospectus Amendment are based on or derived from sources that are, to the knowledge of the Company, reliable and accurate in all material respects.

Such filings shall also constitute the Company’s consent to the Agents’ use of the Preliminary Prospectus, the Amended Preliminary Prospectus, the marketing materials and Marketing Materials Amendment, the Final Prospectus, and any other Prospectus Amendment in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with this Agreement and Applicable Canadian Securities Laws and the use of the Final U.S. Private Placement Memorandum for offers and sales of the Offered Shares in the United States pursuant to the registration exemptions provided by Rule 506(b) of Regulation D under the U.S. Securities Act and applicable U.S. state securities laws.

(d) Filing of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment shall constitute a several, and not joint, representation and warranty to the Agents by each of the Selling Shareholders, with respect to its own Selling Shareholders’ Information and not with respect to any other Selling Shareholders’ Information, that:
(i) as at their respective dates and as at their respective dates of filing, such Selling Shareholders’ Information contained in the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, and any Prospectus Amendment contains no misrepresentation; and
(ii) as at their respective dates and as at their respective dates of filing, such Selling Shareholders’ Information contained in the preliminary and final version of the U.S. Private Placement Memorandum, as the case may be, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, all within the meaning of U.S. Securities Laws.

Such filings shall also constitute the Selling Shareholders' consent to the Agents’ use of the Preliminary Prospectus, the Amended Preliminary Prospectus, the marketing materials and Marketing Materials Amendment, the Final Prospectus, and any other Prospectus Amendment in connection with the distribution of the Offered Shares in the Qualifying

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Jurisdictions in compliance with this Agreement and Applicable Canadian Securities Laws and the use of the Final U.S. Private Placement Memorandum for offers and sales of the Offered Shares in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

9. Additional Representations and Warranties of the Company

The Company represents and warrants to the Agents, and acknowledges that the Agents are relying upon such representations and warranties in the offer and sale of the Offered Shares, that:

(a) the Company and the Subsidiary have been duly incorporated and organized and are validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have all requisite corporate power, authority and capacity to carry on business as now conducted and as presently proposed to be conducted, and to own, lease and operate their respective properties and assets (including licences and other similar rights), except where the failure to be registered to transact business or in good standing would not have a Material Adverse Effect, and to carry out the transactions contemplated by this Agreement and as disclosed in the Final Offering Documents;
(b) the Company has all requisite corporate power, authority and capacity to enter into and deliver this Agreement and the Material Contracts and to perform its obligations hereunder (including the execution and delivery of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, and any other Prospectus Amendment and the filing of each of them with the Securities Commissions, and the preparation and distribution of the Final U.S. Private Placement Memorandum in accordance with this Agreement);
(c) this Agreement and the performance of the Company’s obligations hereunder, the execution and filing with the Securities Commissions of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Prospectus Amendments and the PreClosing Capital Changes have been, or will at the Closing Time be, duly authorized by all necessary corporate action, and this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law;
(d) all necessary corporate action has been taken prior to the Closing Time by the Company so as to validly issue and sell the Offered Shares as contemplated hereby;
(e) the Company has no direct or indirect subsidiaries or any investment or proposed investment in any person other than the Subsidiary. The Company beneficially owns, directly or indirectly, all the securities of the Subsidiary (being 100% of the shares of the Subsidiary) and all such shares or equity interests have been duly and validly authorized and issued, are fully paid and non-assessable, and are owned directly or indirectly by the Company free and clear of any Lien (other than Liens resulting in certain restrictions relating to such shares pursuant to the BDC Loan);
(f) no proceedings have been taken, instituted, are pending for the dissolution or liquidation of the Company or the Subsidiary;
(g) the Company and the Subsidiary:

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(i) are in material compliance with all Applicable Laws, rules and regulations (including all applicable federal, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including relevant leases and licences) of each jurisdiction in which business is carried on by the Company and the Subsidiary;
(ii) are licensed, registered or qualified in all jurisdictions in which they own, lease, operate property or carry on business to enable their business to be carried on as now conducted and their property and assets to be owned, leased and operated, and all such licences, registrations and qualifications are valid, subsisting and in good standing, except where the failure to be licensed or registered would not have a Material Adverse Effect; and
(iii) have not received a notice of non-compliance nor know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect; and

the Company has not received any notice of proceedings relating to the revocation or modification of any licence, permit, approval, registration, authorization, consent or qualification which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and the Company is not aware of any legislation, regulation or rule presently in force or proposed to be brought into force with which the Company anticipates it will be unable to comply without having a Material Adverse Effect.

(h) immediately following the completion of the Pre-Closing Capital Changes, the Company will have authorized share capital consisting of an unlimited number of common shares and an unlimited number of preferred shares, of which 24,514,709 common shares and no preferred shares will be issued and outstanding immediately following the completion of the Pre-Closing Capital Changes and prior to the Closing. No person has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Company of any unissued shares of the Company, except as disclosed in the Prospectus or as otherwise disclosed in writing to the Agents;
(i) all of the common shares of the Company to be issued and outstanding immediately prior to the Closing (including, for greater certainty, the common shares to be issued pursuant to or as contemplated by the Pre-Closing Capital Changes) will by such time have been duly and validly authorized and issued and will be fully paid and non-assessable shares of the Company, and none of such common shares of the Company will have been issued in violation of the pre-emptive or similar rights of any securityholder of the Company or of any other person;
(j) the rights, privileges, restrictions, conditions and other terms attaching to the Offered Shares of the Company will at Closing and the Option Closing conform in all material respects to the respective descriptions thereof contained in the Final Offering Documents;
(k) other than as described in the Final Offering Documents, no person, firm, corporation or other entity has, or will have at the Closing Time, an agreement or option, or right or privilege (whether preemptive or contractual) capable of becoming an agreement or option or other conversion right (each a “ Convertible Security ”), for the purchase from the Company or the Subsidiary of any unissued Common Shares of the Company or the Subsidiary or any right to convert any obligation into or exchange any shares of the

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Company or the Subsidiary, or for the purchase or acquisition of the assets or property of any kind of the Company or the Subsidiary;

(l) the Corporate Finance Fee Shares, the Base Shares and any Additional Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Company of the purchase price or consideration therefor, will be validly issued as fully paid and non-assessable Common Shares of the Company and will not be issued in violation of the pre-emptive or similar rights of any securityholder of the Company. All statements in the Final Prospectus describing the Common Shares are accurate in all material respects;
(m) the form and terms of the certificates for the Common Shares (including the Offered Shares, if any physical certificates are issued in respect thereof) have been, or prior to the Closing Time will be, approved by the Company and will comply with all legal and stock exchange requirements and will not conflict with the Company’s articles or constating documents;
(n) except as disclosed in the Prospectus and after giving effect to the Pre-Closing Capital Changes, since December 31, 2019: (i) there has been no material change with respect to the Company and its Subsidiary taken as a whole, (ii) there have been no transactions entered into by the Company or its Subsidiary which are material with respect to the Company and its Subsidiary taken as a whole, other than those in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its shares, other than those that may be declared, paid or made by the Company in connection with the Pre-Closing Capital Changes;
(o) the Financial Statements contained in the Final Prospectus have been prepared in accordance with IFRS, consistently applied throughout the periods involved, and present fairly in all material respects the financial position and results of operation of the applicable entity as at the dates and for the periods of such Financial Statements. The information contained in the Prospectus under the heading “Selected Pro Forma and Consolidated Financial Information and other Data” of the Company fairly presents in all material respects the information set forth therein on a basis consistent with that of the Financial Statements contained in the Prospectus, except as may be expressly stated in the related notes thereto or as otherwise stated in the Prospectus, and the information contained in the prospectus under the heading “Consolidated Capitalization” has been compiled on a basis consistent with that of the Financial Statements contained in the Prospectus, except as otherwise stated therein;
(p) neither the Company nor its Subsidiary, taken as a whole, has any material indebtedness, liabilities, obligations or commitments, whether accrued, absolute, contingent or otherwise, other than as disclosed in the Final Offering Documents, including the Financial Statements contained therein, or as incurred in the ordinary course of business by the Company or its Subsidiary and which do not have a Material Adverse Effect;
(q) other than as disclosed in the Final Offering Documents or any Offering Document amendment, including the Financial Statements contained therein, and after giving effect to the Pre-Closing Capital Changes, since December 31, 2019:
(i) there has not been any material change in the share capital, long-term debt, shortterm debt, net current assets, net assets, financial condition or operations of the Company or the Subsidiary other than changes in the ordinary course of business; and

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(ii) neither the Company nor the Subsidiary have cancelled any material debts or entitlements, other than in the ordinary course of business;
(r) other than this Agreement, the BDC Loan or agreements entered into in the ordinary course of business, the Company is not a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with its bylaws and indemnity agreements entered into among the Company and its directors and officers) or any other like commitment in respect of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person;
(s) MNP LLP, Chartered Professional Accountants, is independent of the Company and the Subsidiary in accordance with the rules of professional conduct applicable to auditors in the Province of British Columbia, and there has not been any reportable event (within the meaning of NI 51-102) with such auditors with respect to auditors of the Company or the Subsidiary;
(t) the Company has devised and maintained, or will devise and maintain by such time as is permitted by NI 52-109, "disclosure controls and procedures" and "internal control over financial reporting" (each as defined by NI 52-109) as required by NI 52-109 and Applicable Canadian Securities Laws, and the Company is not aware, and has not been advised by its auditors, of any "material weakness" (as defined by NI 52-109) with respect to the internal control over financial reporting of the Company or any predecessor entity to the Company, except as disclosed in the Prospectus and previously disclosed to the Agents;
(u) neither the Company nor its Subsidiary is, as at the date hereof, in violation or default of, nor will the execution of this Agreement and the Material Contracts, the performance by the Company or the Subsidiary of their obligations hereunder and thereunder, and the completion of the Pre-Closing Capital Changes, result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under, or give rise to any right to accelerate the maturity of any indebtedness under, or result in the imposition of any Lien upon any property or assets of the Company or its Subsidiary pursuant to:
- A. any term or provision of the constating documents or bylaws of the Company or its Subsidiary or any resolution of the directors or shareholders of the Company or its Subsidiary;
- B. any contract (including the Material Contracts), mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease (including for real property) or licence to which the Company or its Subsidiary is a party or bound or to which any of the business, operations, property or assets of the Company or its Subsidiary is subject; or
- C. any statute, law, rule, regulation, judgment, order or decree applicable to the Company or its Subsidiary or their business, operations or assets, of any court, governmental authority, arbitrator or other authority having jurisdiction over the Company or its Subsidiary;

except, in the case of clauses B. and C. above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(v) other than as disclosed in the Final Prospectus, there are no business relationships, relatedparty transactions or off-balance sheet transactions involving the Company or its

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Subsidiary or any other person required to be described in the Final Prospectus, and there are no material contracts or other documents that are required to be described in the Final Prospectus under Canadian Securities Laws;

(w) the forecasts, budgets or projections provided by or on behalf of the Company to the Agents were prepared in good faith, disclosed all relevant material assumptions and contain reasonable estimates of the prospects of the business;
(x) all Material Contracts have been made available to the Agents in the Company’s data room, and all Material Contracts are valid and binding obligations of the Company or its Subsidiary, as applicable, and are in good standing, and (i) no event of default or event which after the giving of notice or the lapse of time or both would constitute an event of default, has occurred and is outstanding under any Material Contract; (ii) the Company has no knowledge of any default by the other parties to each Material Contract; and (iii) neither the Company or its Subsidiary have waived any rights under any Material Contract;
(y) there is no requirement to obtain a consent, approval or waiver of a party under any contract with the Company to any of the transactions contemplated by this Agreement, except for the consents, approvals and waivers that will be obtained prior to Closing or that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(z) no Securities Commission, stock exchange or comparable regulatory authority has issued any order (i) preventing or suspending the use of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, the Final U.S. Private Placement Memorandum (and any amendment) or any other Prospectus Amendment; or (ii) preventing the distribution of the Offered Shares in any Qualifying Jurisdiction or the United States. In each case, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened, and the Company is not in default of any requirement of Applicable Canadian Securities Laws or the applicable securities laws of the United States that would have a Material Adverse Effect on the transactions contemplated by this Agreement or the offering of Offered Shares;
(aa) at or prior to the Closing Time, Computershare Investor Services Inc., at its principal office in the city of Vancouver, British Columbia, will be duly appointed as registrar and transfer agent for the Common Shares;
(bb) (i) each of the Company and its Subsidiary is in compliance in all material respects with the provisions of applicable federal, provincial, state, local and foreign laws and regulations respecting employment; (ii) no labour dispute with the employees of the Company or its Subsidiary exists or is pending or threatened or imminent, and the Company has no knowledge of any existing or imminent labour disturbance by the employees of the Company and its Subsidiary’s principal suppliers and contractors, which in either case, could, individually or in the aggregate, a Material Adverse Effect; (iii) the labour relations of the Company and of its Subsidiary are satisfactory; and (iv) no collective agreement or collective bargaining agreement or modification thereof has expired and none is currently being negotiated by the Company or its Subsidiary;
(cc) no material supplier or distributor of the Company or its Subsidiary, has notified the Company or its Subsidiary in writing, and to the knowledge of the Company, there is no reason to believe, that any such material supplier or distributor, does not intend to continue dealing with the Company or its Subsidiary on substantially the same terms as presently conducted, subject to changes in pricing and volume in the ordinary course;

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(dd) no third-party partners of the Company or its Subsidiary (including but not limited to manufacturing partners) have notified the Company or its Subsidiary in writing that such partner does not intend to continue dealing with the Company or its Subsidiary on substantially the same terms as presently conducted, subject to changes in pricing and volume in the ordinary course of business;
(ee) other than as disclosed in the Final Offering Documents, the Company is not a party to any contracts of employment which may not be terminated on one month or less notice or which provide for payments occurring on the Change of Control of the Company;
(ff) other than as disclosed in the Final Offering Documents, there are no material bonuses, distributions, commissions, excess salary payments and other amounts owing to employees which will be payable outside the ordinary course of business by the Company to any employee of the Company or its Subsidiary after the Closing Date relating to their employment with the Company or the Subsidiary prior to the Closing Date;
(gg) there are no workers’ compensation claims pending against the Company or its Subsidiary and to the knowledge of the Company:
(i) none of the executive officers of the Company described in the Final Prospectus or any executive employee of its Subsidiary has any plans to terminate their employment;
(ii) none of the officers, directors, employees of or consultants to the Company or its Subsidiary is subject to any confidentiality agreement, non-competition agreement, or any other agreement or limitation or restriction of any kind that would impede in any way their ability to carry out fully all activities in furtherance of the Company’s or its Subsidiary’s business and affairs; and
(iii) none of the executive officers of the Company described in the Final Prospectus or any other employee or former employee of the Company or its Subsidiary has any claim with respect to any Intellectual Property rights of the Company or its Subsidiary;
(hh) neither the Company nor its Subsidiary is a party to any agreement restricting the Company or its Subsidiary’s freedom to operate within a particular area;
(ii) other than usual and customary health and related benefit plans for employees, the Final Prospectus discloses to the extent required by Applicable Canadian Securities Laws each Employee Plan, 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;
(jj) the operations of the Company and, to the Company's knowledge, its Subsidiary are and 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) and all other applicable anti-money laundering and anti-terrorist statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “ Anti-Money Laundering Laws ”) and no action, suit or proceeding by or before any court or Governmental Authority or body or any arbitrator involving the Company or its Subsidiary with respect to the Anti-Money Laundering Laws is, pending or, to the knowledge of the Company, threatened;

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(kk)

(i) the Company and its Subsidiary, as the case may be, owns or has the right to use all patents, patent rights, licences, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property (collectively, the “ Intellectual Property ”) and all technology used or held for use in the conduct of the business now operated by the Company and its Subsidiary without any conflict with or infringement upon the rights of others, in each case with such exceptions as would not, individually or in the aggregate, result in a Material Adverse Effect and subject to limitations contained in any applicable licence agreement;
(ii) to the knowledge of the Company after due inquiry, there is no material infringement by third parties of such Intellectual Property;
(iii) there is no action, suit, proceeding or claim pending or, to the knowledge of the Company after due inquiry, threatened by others challenging the Company’s or its Subsidiary’s rights in or to any Intellectual property or the validity or scope of any Intellectual Property owned, licensed or commercialized by the Company and its Subsidiary; and
(iv) and the Company has no knowledge of any other fact which could form a reasonable basis for any such action, suit, proceeding or claim in each case, except as would not, individually or in the aggregate, result in a Material Adverse Effect;
(ll) the Company and its Subsidiary possess all permits, licenses, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to hold such Governmental Licenses would not, individually or in the aggregate, result in a Material Adverse Effect. The Company and its Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, result in a Material Adverse Effect;
(mm) neither the Company nor its Subsidiary has taken, nor will the Company or its Subsidiary take, directly or indirectly, any action which is designed to or which constitutes or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares;
(nn) no approval, authorization, consent or other order of, permit, qualification, licence, decree or order from, and no filing, registration or recording with, any Governmental Authority having jurisdiction over the Company or its Subsidiary is required for the performance by the Company or its Subsidiary of its obligations under the Material Contracts, except as have been or will be obtained or made prior to Closing;
(oo) the Company and its Subsidiary do not own any real property and have good and marketable title to all personal and movable properties and assets owned by them, in each case, free and clear of any Lien other than:
(i) those described in the Final Prospectus including the Financial Statements contained therein; or

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(ii) those that do not, individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiary;
(pp) except for such matters as would not, individually or in the aggregate, result in a Material Adverse Change, neither the Company nor its Subsidiary is in default or breach of any real property lease, and neither the Company nor its Subsidiary has received any notice or other communication from the owner or manager of any real property leased by the Company or its Subsidiary that the Company or its Subsidiary is not in compliance with any real property lease, and to the knowledge of the Company, no such notice or other communication is pending or has been threatened;
(qq) to the knowledge of the Company , there are no outstanding judgments, writs of execution, seizures, injunctions or directives against, nor any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to any of the properties or facilities operated by the Company that would be expected to result in a Material Adverse Change;
(rr) to the knowledge of the Company, after due inquiry, none of the Company’s directors or officers is now, or has 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;
(ss) other than as disclosed in the Final Offering Documents, no director or officer, or any other person not dealing at arm’s length with the Company or its Subsidiary, their respective affiliates or their respective directors or officers, will continue after Closing to be engaged in any material transaction or arrangement with, or to be a party to a material contract with, or have any outstanding material loan, indebtedness, liability or obligation to, the Company or its Subsidiary;
(tt) other than as disclosed in the Final Offering Documents, neither the Company or its Subsidiary is a party to or bound by, and none of the business, operations, property or assets of the Company or its Subsidiary is subject to, any material non-arm’s length agreements or arrangements other than on terms and at a price that would have applied if the parties had been dealing at arm’s length;
(uu) other than as disclosed in the Final Offering Documents and pursuant to the terms of the BDC Loan and subject to Applicable Law,
(i) the Company is not currently prohibited, and will not be following the Closing, prohibited directly or indirectly, from paying any dividends or from making any other distributions on its share capital; and
(ii) the Subsidiary is not currently, and will not be following the Closing, prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on their respective share capitals, partnership interests or membership interests, as applicable, from repaying to the Company any loans or advances to them or from transferring any of their property or assets to the Company or to any other subsidiary of the Company;
(vv) except as disclosed in the Prospectus, (i) neither the Company nor its Subsidiary, taken as a whole, is, to the Company's knowledge, in material violation of any Environmental Laws, (ii) the Company and its Subsidiary have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, except as such failure to hold permits, authorizations and approval and non-

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compliance may not be expected to result in a Material Adverse Change, and (iii) there are no actual or, to the Company's knowledge, pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, orders, directions, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or its Subsidiary that may result in a Material Adverse Change, and, to the knowledge of the Company, there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, orders, directions, notices of noncompliance or violation, investigation or proceedings;

(ww) the Company and its Subsidiary, as the case may be, have each, except as would not result in a Material Adverse Change:
(i) timely filed (or has had timely filed on their behalf) all returns, declarations, reports, estimates, information, returns, elections and statements (“ Returns ”) required to be filed or sent in respect of any governmental charges or required to be filed or sent by it to any taxing authority having jurisdiction since incorporation or organization to the extent due;
(ii) timely and properly paid (or has had paid on its behalf), all governmental charges due or claimed to be due by a Governmental Authority; and
(iii) has properly withheld or collected and remitted all amounts required to be withheld or collected and remitted by it in respect of any taxes or governmental charges;

(xx)

(i) there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Company or its Subsidiary;
(ii) there is no tax deficiency which has been asserted against the Company or its Subsidiary which would have a Material Adverse Effect;
(iii) all material tax liabilities of the Company and its Subsidiary, taken as a whole, are adequately provided for in accordance with IFRS within the Financial Statements of the Company for all periods up to September 30, 2020; and
(iv) to the Company’s knowledge, there are no actions, suits, proceedings, investigations or claims threatened or pending against the Company or its Subsidiary in respect of any taxes, governmental charges or assessments or any other matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority;
(yy) except for such agreements as will be terminated prior to the Closing Time, the Company has not been notified of, nor is it a party to, any shareholders’ agreement, voting agreement, investor rights agreement or any other agreement which in any manner affects the voting or control of any securities of the Company or its Subsidiary, except for certain restrictions contained in the BDC Loan;
(zz) there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the U.S. Securities Act or to file a prospectus under Applicable Canadian Securities Laws with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the Offering;

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(aaa) the Common Shares (including the Offered Shares and the Corporate Finance Fee Shares) are conditionally approved for listing and trading on the TSX, subject only to the satisfaction of the listing conditions set forth in the conditional approval letter of the TSX dated December 23, 2020, a copy of which has been provided to the Agents;
(bbb) other than the approval of the TSX, no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required of the Company in connection with the execution and delivery of this Agreement or the performance by the Company of its obligations hereunder, or with the consummation of the transactions contemplated by this Agreement except as has been obtained or made and are in full force and effect or as required by Applicable Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Selling Jurisdictions or under Regulation D under the U.S. Securities Act, or except where the failure to obtain or make, as the case may be, such approval, authorization, consent, order, filing, registration or recording would not individually or in the aggregate have a Material Adverse Effect;
(ccc) except for required filings with the TSX, there are no reports or information that, in accordance with the requirements of Applicable Canadian Securities Laws, must be made publicly available in connection with the Offering that have not been made publicly available as required; there are no documents required to be filed with any Securities Commission in connection with the Offering that have not been filed as required by Applicable Canadian Securities Laws (other than any material contracts described in the Final Prospectus that will be entered into after the date hereof); there are no material contracts or material documents which are required to be described in the Final Prospectus which have not been so described;
(ddd) policies of insurance issued by insurers of recognized financial responsibility are maintained in respect of the operations, properties and assets, and, on or about Closing, employees, directors and officers, of the Company and the Subsidiary in such amounts and covering such risks as are prudent and customary in the businesses in which they are engaged, and such policies of insurance will, on and after the Closing Date, be maintained for the benefit of the Company and the Subsidiary. All such policies of insurance are in full force and effect and no material default exists under such policies of insurance as to the payment of premiums or otherwise under the terms of any such policy; there are no claims by the Company nor the Subsidiary under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and the Company has no knowledge that it will not be able to renew the Company’s or the Subsidiary’s existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their business. Neither the Company nor the Subsidiary have been denied any insurance coverage which they have sought or for which they have applied;
(eee) copies of the minute books and corporate records of the Company and its Subsidiary made available in connection with the Agents’ due diligence investigations constitute all of the minute books and corporate records of such entities and contain copies of all material proceedings of the shareholders, the directors, all committees of the directors of each that have been minuted or resolved, as applicable, and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committee thereof, other than meetings, resolutions or proceedings of the directors or committees thereof for which the minutes are in draft form (copies of the drafts of which have been provided to counsel for the Agents, if applicable), to the date of review of such minute books and corporate records, other than those which are not material in the context of the Offering, as applicable;

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(fff) except as contemplated in this Agreement, there is no person acting at the request of the Company or its Subsidiary who is entitled to any brokerage commission, finder’s fee, agency fee or like payment in connection with the offering and sale of the Offered Shares herein;
(ggg) other than the acquisition by the Company of the Subsidiary, no acquisition has been made by the Company or its Subsidiary during its three most recently completed fiscal years that would be a “significant acquisition” for the purposes of Applicable Canadian Securities Laws, and no proposed acquisition by the Company or its Subsidiary has progressed to a state where a reasonable person would believe that the likelihood of the Company or its Subsidiary completing the acquisition is high and that, if completed by the Company or its Subsidiary at the date of the Final Prospectus, would be a “significant acquisition” for the purposes of Applicable Canadian Securities Laws, in each case, that would require the prescribed disclosure in the Final Prospectus pursuant to such laws;
(hhh) there are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or its Subsidiary is a party or to which any of the properties of the Company or its Subsidiary is subject (i) other than proceedings described in all material respects in the Prospectus and proceedings that would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiary, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Prospectus or (ii) that are required to be described in the Prospectus and are not so described in all material respects. There is no matter under discussion with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority and, other than as disclosed in the Prospectus, there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, arbitration, governmental or other proceeding or investigation, taxes, governmental charges, orders or assessments, which in each case, if determined adversely to the Company, would have a Material Adverse Effect, or which would adversely affect the consummation of the transactions contemplated by this Agreement and the Material Contracts in any material respect or the performance by the Company or its Subsidiary of their obligations hereunder and thereunder;
(iii) neither the Company nor its Subsidiary, nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or any other person acting on behalf of the Company or its Subsidiary has:
(i) violated or is in violation of any provision of the Corruption of Foreign Public Officials Act (Canada) or the Foreign Corrupt Practices Act of 1977 (U.S.);
(ii) taken any unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “ foreign public official ” (as such term is defined in the Corruption of Foreign Public Officials Act (Canada)) or any “foreign official” (as such term is defined in the Foreign Corrupt Practices Act of 1977 (U.S.));
(iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or
(iv) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; and the Company and its affiliates have instituted and maintain and will continue to maintain policies and procedures

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reasonably designed to promote and achieve compliance with applicable anticorruption laws and with the representation and warranty contained herein;

(jjj) neither the Company nor its Subsidiary nor, to the best of the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or its Subsidiary is an individual or entity (an “ OFAC Person ”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”)) or the U.S. Department of State and including, without limitation, the designation as a “ specially designated national ” or “ blocked person ”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “ Sanctions ”), nor is the Company or its Subsidiary located, organized or resident in a country or territory that is the subject or the target of Sanctions (each, a “ Sanctioned Country ”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person:
(i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions;
(ii) to fund or facilitate any activities or business in any Sanctioned Country in violation of Sanctions; or
(iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since incorporation, the Company and its Subsidiary have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country in violation of Sanctions;
(kkk) the Company has a reasonable basis for disclosing any forward-looking information contained in the Final Prospectus and is not, as of the date hereof, required to update any such forward-looking statements pursuant to NI 51-102;
(lll) the Company is not a party to any Swaps or arrangements for Swaps;
(mmm) to the knowledge of the Company, no insider (as such term is defined in the Applicable Canadian Securities Laws) of the Company has a present intention to sell any securities of the Company held by it, other than pursuant to the terms of this Agreement;
(nnn) except as disclosed in the Prospectus, the Company does not have knowledge of any Applicable Law or regulation or position of a Governmental Authority, or any announced, pending or contemplated change thereto or any announced, pending or contemplated new law or regulation or position of a Governmental Authority that, in any of these cases, would have a Material Adverse Effect;
(ooo) any statistical and market-related data included in the Final Prospectus is based on or derived from sources that the Company believes are reliable and accurate, and the Company has obtained the consent to the use of such data from such sources to the extent required;
(ppp) other than as disclosed in the Final Offering Documents, there are no stock phantom equity arrangements or similar rights that will be triggered or vest upon completion of or following the Offering;

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(qqq) the Stock Option Plan and the Restricted Share Plan have been duly approved by the Company and comply in all material respects with the rules and policies of the TSX; other than as disclosed in the Final Prospectus, there are no benefit or incentive plans of the Company;
(rrr) other than as disclosed in the Final Offering Documents, there are no other profit sharing arrangements in place that provide for any additional payments by the Company;
(sss) except for any post-closing notice filings required under all applicable securities legislation in the United States, the execution and delivery of this Agreement and the fulfilment of the terms hereof by the Company, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Canadian Securities Laws, all applicable securities legislation in the United States, or stock exchange regulations;
(ttt) except as would not reasonably be expected to have a Material Adverse Effect, none of the Pre-Closing Capital Changes will result in any tax liability of the Company or its Subsidiary, including but not limited to withholding taxes, and the Company and its Subsidiary will not assume or become subject to any tax (whether by contract, under transferee liability principles or otherwise) in connection with or as a result of such transactions;
(uuu) to its knowledge, the Company has not withheld from the Agents any fact or information relating to the Company, its Subsidiary or to the Offering that would reasonably be expected to be material to the Agents; and
(vvv) other than as mandated by a Governmental Authority, as at the date of this Agreement, there has been no closure or suspension to the operations of the Company as a result of the novel coronavirus (“ COVID-19 ” ) pandemic. The Company has been monitoring the COVID-19 pandemic and the potential impact at all of its operations and has put in place control measures consistent with evolving industry standards to support the health and safety of all of its employees and residents.

10. Representations and Warranties of the Selling Shareholders

Each of the Selling Shareholders severally, and not jointly, represents and warrants to the Agents, with respect to itself and not with respect to any other Selling Shareholder, and acknowledges that the Agents are relying upon such representations and warranties in purchasing the Additional Shares, if any, that:

(a) if not an individual, the Selling Shareholder is a corporation existing under the laws of its jurisdiction of formation and has the requisite power, authority and capacity to own, lease and operate its properties and assets;
(b) the Selling Shareholder has the requisite power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder;
(c) this Agreement and the performance by the Selling Shareholder of its obligations hereunder have been duly authorized by all necessary action, and this Agreement has been duly executed and delivered by the Selling Shareholder and constitutes a legal, valid and binding obligation of the Selling Shareholder, enforceable against it in accordance with its terms (assuming the due authorization, execution and delivery thereof by the other parties hereto), except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by the application

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of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law;

(d) the Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares;
(e) except as described in the Final Offering Documents and contemplated herein, there are no contracts, agreements or understandings between such Selling Shareholder and any person that would give rise to a valid claim against such Selling Shareholder or any Agent for a brokerage commission, finder’s fee or other like payment in connection with this Offering;
(f) except for such agreements as will be terminated prior to the Closing Time, no person (except the Agents) will have any written or oral agreement, option, understanding or commitment, or any right of privilege (whether by applicable Law, pre-emptive or contractual) capable of becoming such, under which the Selling Shareholder is, or may become, obligated to transfer any of its Additional Shares;
(g) the Selling Shareholder will be, from the time of conversion of the shares of the Company previously owned by the Selling Shareholder into common shares of the Company in connection with the Pre-Closing Capital Changes until immediately prior to the Closing, the sole legal and beneficial owner of at least the maximum number of Additional Shares attributable to the Selling Shareholder as set out on the first and second pages of this Agreement with good and marketable title thereto, free and clear of any and all Liens; and the Selling Shareholder has the sole right to sell, assign, transfer and otherwise dispose of, the applicable number of Additional Shares, as the case may be;
(h) other than as may be required under Canadian Securities Laws and as has been or will have been obtained on or prior to the Closing Date, no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required of the Selling Shareholder in connection with (i) the execution and delivery by the Selling Shareholder of this Agreement and (ii) the performance by the Selling Shareholder of its, his or her obligations under this Agreement;
(i) the execution and delivery by the Selling Shareholder of this Agreement and the performance by the Selling Shareholder of its obligations hereunder: (i) will not result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under: (A) if not an individual, any term or provision of the Selling Shareholder’s constitutional documents or any resolution of the Selling Shareholder’s board of directors, shareholders, equity holders or partners, or (B) any contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence, law or regulation applicable to the Selling Shareholder or by which it is bound, and (ii) will not give rise to any Lien in or with respect to the properties or assets now owned or hereafter acquired by it or the acceleration or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting it or any of its properties or assets;
(j) there is no litigation or governmental or other proceeding or investigation at law or in equity before any Governmental Authority, domestic or foreign, in progress, pending or, to the Selling Shareholder’s knowledge, threatened against or affecting the Selling Shareholder in relation to the Additional Shares owned by the Selling Shareholder, as the case may be, and to the Selling Shareholder’s knowledge there are no facts or circumstances which would

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reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation;

(k) the Selling Shareholder has not solicited offers to purchase any Additional Shares from, or sell any Additional Shares to, any person, except in a manner that is exempt from registration and prospectus requirements under applicable securities laws;
(l) the Selling Shareholder did not determine to dispose of any Additional Shares on the basis of a material fact or material change with respect to the Company actually known to it that has not been publicly disclosed or which is not disclosed in the Prospectus, and the Selling Shareholder is not aware of such a material fact or material change; and
(m) other than as contemplated hereby, there is no person acting at the request of the Selling Shareholder who is entitled to any commission, finder’s fee, advisory fee, underwriting fee or agency fee in connection with or as a result of the sale of the Shares.

11. Covenants of the Company

The Company covenants with the Agents that:

(a) it will advise the Agents, promptly after receiving notice thereof, of the time when the Final Prospectus or any Prospectus Amendment has been filed and when the receipt(s) in respect thereof, if any, have been obtained and will provide evidence satisfactory to the Agents of each filing and the issuance or deemed issuance of receipts from all of the Securities Commissions;
(b) it will advise the Agents, promptly after receiving notice thereof, any state securities administrator of any order suspending or preventing the use of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, the Final U.S. Private Placement Memorandum or any other Prospectus Amendment; (ii) the suspension of the qualification of the Offered Shares for distribution or sale in any of the Qualifying Jurisdictions or the United States; (iii) the institution or threatening of any proceeding for any of those purposes; or (iv) any requests made by any Canadian securities regulator or the SEC for amending or supplementing the Final Prospectus, or for additional information, and will use its reasonable best efforts to prevent the issuance of any such order and, if any such order issued, shall take all reasonable steps that it is able to take to obtain the withdrawal of the order promptly;
(c) it will use its commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made executed or delivered, all such acts, documents and things as the Agents may reasonably require from time to time for the purpose of giving effect to this Agreement and take all such steps as may be reasonably within their power to implement to their full extent the provisions of this Agreement; and
(d) the Company will apply the net proceeds from the issue and sale of the Base Shares substantially in accordance with the disclosure under the heading “ Use of Proceeds ” in the Final Prospectus.

12. Commercial Copies

The Company shall cause commercial copies of the Final Prospectus and the Final U.S. Private Placement Memorandum to be delivered to the Agents without charge, in such quantities and in such cities as the Agents may reasonably request by written or oral instructions to the printer of such documents. Such delivery of the Final Prospectus and the Final U.S. Private Placement Memorandum, if applicable, shall be effected as soon as possible after filing thereof with the Securities Commissions, in electronic and printed

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form. If the Final U.S. Private Placement Memorandum is finalized after the date of filing the Final Prospectus, the Company shall cause commercial copies of the Final U.S. Private Placement Memorandum to be delivered to the Agents forthwith without charge, in such quantities and in such cities as the Agents may reasonably request by written or oral instructions to the printer of such documents. Such deliveries shall constitute the consent of the Company to the Agents’ use of the Final Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Applicable Canadian Securities Laws and the use of the Final U.S. Private Placement Memorandum for delivery to purchasers of Offered Shares pursuant to the registration exemptions under the U.S. Securities Act and applicable U.S. state securities law. The Company shall similarly cause to be delivered commercial copies of any Prospectus Amendments or amendments to the Final U.S. Private Placement Memorandum. The Agents agree with the Company, subject to receipt of the same from the Company, to send a copy of the Final Prospectus to purchasers of Offered Shares in Canada and the Final U.S. Private Placement Memorandum to offerees and purchasers of Offered Shares pursuant to the registration exemptions under the U.S. Securities Act and applicable U.S. state securities law, promptly following receipt thereof, and to send a copy of any Prospectus Amendment to all persons to whom copies of the Final Prospectus or Final U.S. Private Placement Memorandum are sent promptly following receipt thereof.

13. Change of Closing Date

Subject to the termination provisions contained in Section 21, if a material change or a change in a material fact occurs prior to the Closing Date or the Option Closing Date, if the Over-Allotment Option is exercised, the Closing Date or the Option Closing Date, as applicable, shall be, unless the Company, the Selling Shareholders and the Agents otherwise agree in writing or unless otherwise required under Applicable Canadian Securities Laws, the fifth Business Day following the later of:

(a) the date on which all applicable filings or other requirements of Applicable Canadian Securities Laws with respect to such material change or change in a material fact have been complied with in all Qualifying Jurisdictions and any appropriate receipt(s) obtained for such filings and notice of such filings from the Company or its counsel have been received by the Agents; and
(b) the date upon which the commercial copies of any Prospectus Amendments have been delivered in accordance with Section 12.

14. Completion of Distribution

The Agents shall:

(a) use their commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable after the Closing Time;
(b) promptly notify the Company when, in the opinion of the Agents, the Agents and the Selling Firms have completed distribution of the Offered Shares, including notice of the total proceeds realized or number of Offered Shares sold in each of the Selling Jurisdictions; and
(c) use their reasonable commercial efforts to ensure that the minimum distribution requirements for the initial listing and posting for trading of the Shares on the TSX are satisfied and, upon the request of the Company, the Agents will provide the TSX with a letter setting forth the anticipated distribution of the offering of Offered Shares based upon subscriptions for the Offered Shares received as of the date of such request.

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15. Material Change or Change in Material Fact During Distribution

(a) During the period from the date of this Agreement to the later of the Closing Date and the date of completion of distribution of the Offered Shares under the Final Prospectus and the Final U.S. Private Placement Memorandum, the Company and, to the extent it has knowledge of such matters, each Selling Shareholder shall promptly notify the Agents in writing of:
(i) any of the representations or warranties made by the Company or the Selling Shareholders in this Agreement no longer being true and correct in all material respects at any particular time (but following the Closing Time, after giving effect to the transactions contemplated by this Agreement), except in respect of any representations and warranties that are to be true and correct as of a specified date (in which case the Company or the Selling Shareholders shall notify the Agents if the representations or warranties are no longer true and correct as of that date), and except in respect of any representations and warranties that are subject to a materiality qualification, in which case they will be true and correct in all respects;
(ii) any filing made by the Company of information relating to the offering of the Offered Shares with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction;
(iii) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or prospects of the Company;
(iv) any material fact, within the meaning of Applicable Canadian Securities Laws, which has arisen or has been discovered and would have been required to have been stated in the Final Prospectus or the Final U.S. Private Placement Memorandum had the fact arisen or been discovered on, or prior to, the date of such document; and
(v) any change in any material fact within the meaning of Applicable Canadian Securities Laws (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Final Prospectus or any Prospectus Amendment which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus, the Final U.S. Private Placement Memorandum or any Prospectus Amendment misleading or untrue in any material respect or which would result in a misrepresentation (within the meaning of Applicable Canadian Securities Laws) in the Final Prospectus or any Prospectus Amendment, or which would result in the Final U.S. Private Placement Memorandum containing any untrue statement of a material fact or omitting any statement that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made or which would result in the Final Prospectus or any Prospectus Amendment not complying (to the extent that such compliance is required) with Applicable Canadian Securities Laws, in each case, as at any time up to and including the later of the Closing Date and the date of completion of the distribution of the Offered Shares.
(b) The Company shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Agents, acting reasonably, with all applicable filings and other requirements under Applicable Canadian Securities Laws as a result of a fact or change referred to in subsection 15(a), provided that the Company shall not file any

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Prospectus Amendment or other document without first obtaining from the Agents the approval of the Agents, after consultation with the Agents with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 15.

16. Change in Applicable Canadian Securities Laws

If during the period of distribution of the Offered Shares there shall be any change in Applicable Canadian Securities Laws which requires the filing of a Prospectus Amendment, the Company shall, to the satisfaction of the Agents and the Selling Shareholders, acting reasonably, promptly prepare and file such Prospectus Amendment with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions where such filing is required.

17. Agents’ Compensation and Tax Matters

In consideration of the Agents’ agreement to sell the Base Shares, the Company agrees to pay the Base Offering Agents' Fee to the Agents at the Closing Time. In consideration of the Agents' agreement to sell the Additional Shares, the Selling Shareholders agree to pay the Over-Allotment Agents' Fee to the Agents at the Option Closing Time.

Fees and other amounts payable under this Agreement may be subject to goods and services tax, harmonized sales tax, value added tax, sales tax or other similar tax (“ Sales Tax ”). If Sales Tax is applicable, an additional amount equal to the Sales Tax will be charged to and will be payable by the Company. Where the Agents claim reimbursement of out-of-pocket expenses the Sales Tax component of such expenses (if any) will be recharged to the Company only to the extent that the Agents are unable to obtain an input tax credit or refund in relation to that Sales Tax component. If any fee or other amount payable under this Agreement is deemed by the Excise Tax Act (Canada) or similar federal or provincial legislation to include Sales Tax, the fee or other amount payable shall be increased accordingly. For purposes of calculating any amounts payable under this Agreement, if the applicable amount is denominated in a currency other than Canadian dollars, then the Canadian dollar equivalent of any such amount shall be calculated by the Agents by reference to the exchange rate between the Canadian dollar and the relevant currency on the date the applicable amount is due under this Agreement, as quoted by a reputable published source. The Company also agrees to pay the Agents’ expenses as set forth in Section 24. The Company acknowledges that the Base Offering Agents' Fee and the Agents’ Expenses may, at the option of the Agents, be deducted from the amount paid by the Agents to the Company in respect of the gross proceeds from the sale of the Base Shares and the Selling Shareholders acknowledge that the Over-Allotment Agents' Fee may, at the option of the Agents, be deducted from the amount paid by the Agents to the Selling Shareholders in respect of the gross proceeds from the sale of the Additional Shares, to be delivered pursuant to Section 18.

18. Delivery of Offering Price, Offered Shares and Agents’ Compensation

The purchase and sale of the Offered Shares shall be completed at the Closing Time (and, if applicable, at each Option Closing Time) at the offices of Sangra Moller LLP in Vancouver, British Columbia or at such other place as the Agents, the Selling Shareholders and the Company may agree upon.

At the Closing Time, the Company shall duly and validly cause the “instant” deposit of the Offered Shares, in uncertificated form to the CDS account of the Agents, or in the manner directed by the Agents in writing, registered in the name of “CDS & Co.” or in such other name or names as the Agents may direct the Company in writing not less than 24 hours prior to the Closing Time. Alternatively, if requested by the Agents, at the Closing Time, the Company shall duly and validly deliver to the Agents one or more definitive share certificate(s) representing the Offered Shares registered in the name of “CDS & Co.” or in such other name or names as the Agents may direct the Company in writing not less than 24 hours prior to

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the Closing Time. Notwithstanding the foregoing, any Offered Shares sold to Accredited Investors pursuant to Rule 506(b) under the U.S. Securities Act will be certificated in the names of the purchasers, or as directed by the Agents not less than 24 hours prior to the Closing Time.

At the Option Closing Time, each Selling Shareholder shall duly and validly deliver the Additional Shares being sold by such Selling Shareholder pursuant to the then exercise of the Over-Allotment Option, in each case in uncertificated form to the Agents to the CDS account of the Agents, or in the manner directed by the Agents in writing, registered in the name of “CDS & Co.” or in such other name or names as the Agents may direct the Selling Shareholders in writing not less than 24 hours prior to the Option Closing Time. Alternatively, if requested by the Agents, at the Option Closing Time, the Selling Shareholders shall duly and validly deliver to the Agents one or more definitive share certificate(s) representing the Additional Shares being sold by such Selling Shareholder registered in the name of “CDS & Co.” or in such other name or names as the Agents may direct the Selling Shareholders in writing not less than 24 hours prior to the Option Closing Time. Notwithstanding the foregoing, any Offered Shares sold to Accredited Investors pursuant to Rule 506(b) under the U.S. Securities Act will be certificated in the names of the purchasers, or as directed by the Agents not less than 24 hours prior to the Option Closing Time.

In either case, delivery by the Company of the Base Shares or delivery by the Selling Shareholders of the Additional Shares shall be against payment by the Agents to the Company or the Selling Shareholders, as the case may be, of the Offering Price for the Base Shares or the Additional Shares, as the case may be, net of the Agents’ Fee, the Agents’ Expenses and the cash portion of the Corporate Finance Fee, by wire transfer of immediately available funds together with a receipt signed by the Lead Agent for such Base Shares or Additional Shares, as the case may be, with the Company or the applicable Selling Shareholders, as the case may be, delivering a receipt for the Offering Price.

In addition, at the applicable Closing Time, the Company shall deliver to the Lead Agent or as otherwise directed by the Lead Agent the Corporate Finance Fee Shares representing the share portion of the Corporate Finance Fee.

19. Delivery of Offered Shares

The Company or the Selling Shareholders, as the case may be, shall, prior to the Closing Date and the Option Closing Date, as the case may be, make all necessary arrangements for the preparation and delivery (and, in the case of definitive certificate(s), execution of such definitive certificate(s) representing the Base Shares or the Additional Shares, as the case may be) of the Base Shares or the Additional Shares, as the case may be, on the Closing Date or the Option Closing Date, as the case may be, in the City of Toronto.

The Company shall pay all fees and expenses payable to its registrar and transfer agent in connection with the preparation and electronic deposit (and, in the case of definitive certificates, execution and delivery of such definitive certificate(s) representing the Offered Shares) of the Offered Shares contemplated by this Section 19 and the fees and expenses payable to such transfer agent and registrar as may be required in the course of the distribution of the Offered Shares.

All transfer, documentary, sales, use, stamp, registration and other such taxes and fees (including any penalties, additions to tax and interest) incurred in connection with the delivery of the Offered Shares shall be paid by the Company, and the Company shall indemnify and hold harmless the Agents in the event that the payment of any such taxes, or the receipt of indemnification payments under this Section 19, results in any tax incurred by the Agents.

20. Conditions to Agents’ Obligations

The Agents’ obligation to complete the transactions contemplated by this Agreement shall be subject to the representations and warranties of the Company and the Selling Shareholders contained in this Agreement being accurate as of the date of this Agreement and as of the Closing Date, and, if applicable, the Option

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Closing Date, to the Company and the Selling Shareholders having performed all of its obligations under this Agreement and to the following additional conditions:

(a) Delivery of Opinions
(i) The Agents shall have received at the Closing Time a legal opinion dated the Closing Date, subject to customary qualifications, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and Canadian counsel to the Agents from Sangra Moller LLP, Canadian counsel to the Company, as to the laws of the Province of British Columbia and the laws of Canada applicable therein, and the opinions of local counsel in the remaining Qualifying Jurisdictions, and all of such counsel may rely, as to matters of fact, on certificates of Governmental Authorities and officers of the Company and letters from stock exchange representatives and transfer agents, with respect to the following matters and substantially in the following form:
- A. that each of the Company and its Subsidiary has been duly incorporated and is validly subsisting under the laws of the jurisdiction of its incorporation and has all the requisite corporate capacity, power and authority to carry on its business as conducted by it and as proposed to be conducted by it in each case as described in the Final Offering Documents;
- B. that the Company has the corporate capacity, power and authority to enter into this Agreement and to perform its obligations set out herein (including to file the Final Prospectus and to issue and deliver to the Agents the Offered Shares) and this Agreement has been duly authorized, executed and delivered by the Company and constitutes legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms;
- C. that this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to customary qualifications for enforceability opinions;
- D. that all necessary corporate action has been taken by the Company to: (1) authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, (2) authorize the Pre-Closing Capital Changes, and (3) issue and deliver to the Agents the Base Shares and the Corporate Finance Fee Shares pursuant to this Agreement;
- E. as to the authorized and issued share capital of the Company;
- F. that the execution and delivery of this Agreement and the fulfillment of the terms hereof by the Company do not and will not result in a breach of, or constitute a default under:
  - (1) any Applicable Laws of the Province of British Columbia or the federal laws of Canada applicable therein;
  - (2) any term or provision of the articles or notice of articles of the Company; or
  - (3) the BDC Loan or any documents or agreements related or ancillary thereto;

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G. that the Company has taken all necessary corporate action to authorize the issuance of the common shares of the Company issued pursuant to or as contemplated by the Pre-Closing Capital Changes and such shares are validly issued by the Company and are outstanding as fully paid and nonassessable shares of the Company, and that the Company has taken all necessary corporate action to authorize the issuance of the Offered Shares and the Corporate Finance Fee Shares and that, upon completion of the Offering, such shares are outstanding as fully paid and non-assessable common shares of the Company;
H. that the provisions of the common shares and the preferred shares of the Company conform, in all material respects, with the descriptions of the common shares, and the preferred shares in the Final Prospectus under the heading “Description of Share Capital” ;
I. that the form and terms of the certificates representing the common shares of the Company have been duly approved by the Company and comply with the provisions of the articles of the Company, the requirements of the Business Corporations Act (British Columbia) and the applicable requirements of the TSX;
J. that all necessary corporate action has been taken by the Company to authorize the execution of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, and, if applicable, any other Prospectus Amendments and the filing of such documents under Applicable Canadian Securities Laws in each of the Qualifying Jurisdictions, and to authorize the use and delivery of the Final U.S. Private Placement Memorandum, including any amendments thereto;
K. that the statements in the Final Prospectus under the heading “Eligibility for Investment” are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein;
L. Computershare Investor Services Inc. at its principal office in the city of Vancouver, British Columbia has been duly appointed as the transfer agent and registrar for the Common Shares;
M. all documents have been filed by the Company, all requisite proceedings have been taken by the Company and all approvals, permits and consents of the appropriate regulatory authorities in the Qualifying Jurisdictions have been obtained by the Company under Applicable Canadian Securities Laws to qualify the Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through registrants properly registered under the Applicable Laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such Applicable Canadian Securities Laws as well as the distribution of the Corporate Finance Fee Shares that are qualified for distribution by the Prospectus;
N. that the Common Shares, including the Offered Shares and the Corporate Finance Fee Shares have been conditionally approved for listing by the TSX, subject to the fulfilment of the requirements of such exchange; and
O. as to compliance with the laws of the Province of Québec relating to the use of the French language in connection with the offering of Shares and documents to be delivered to purchasers in such province, including

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without limitation, the Amended Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment.

(ii) The Agents shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and Canadian counsel to the Agents from counsel to each of the Selling Shareholders, which counsel in turn may rely, as to matters of fact, on certificates of Governmental Authorities and the Selling Shareholder, with respect to the following matters:
A. as to the existence of any non-individual Selling Shareholder under the laws of its jurisdiction of formation and as to the power and capacity of such non-individual Selling Shareholder to execute, deliver and perform its obligations under this Agreement;
B. that all necessary action has been taken by any non-individual Selling Shareholder to authorize the execution and delivery of this Agreement and the performance by such non-individual Selling Shareholder of its obligations hereunder;
C. the capacity of the individual Selling Shareholder to authorize the execution and delivery of this Agreement and the performance by the individual Selling Shareholder of its obligations hereunder;
D. that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority having jurisdiction in the Province of residence or incorporation of the Selling Shareholder, as applicable, is required of the Selling Shareholder in connection with (i) the execution and delivery of, or with the performance by the Selling Shareholder of its obligations under, this Agreement; and (ii) the delivery to the Agents of the Additional Shares being sold by the Selling Shareholder pursuant to this Agreement, except as have been obtained or made and are in full force and effect;
E. that this Agreement has been duly executed and delivered by the Selling Shareholder and constitutes a legal, valid and binding obligation of the Selling Shareholder and is enforceable against the Selling Shareholder in accordance with its terms, subject to customary qualifications for enforceability opinions; and
F. that the execution and delivery of this Agreement by the Selling Shareholder and the performance of its obligations hereunder do not and will not result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of (i) the constating documents of any non-individual Selling Shareholder, (ii) the BDC Loan or any documents or agreements related or ancillary thereto, or (iii) any laws of the Province of residence or incorporation of the Selling Shareholder, as applicable, or the federal laws of Canada applicable therein.
(iii) If any Offered Shares are sold in the United States, the Agents shall have received at the Closing Time an opinion of U.S. counsel to the Company, in form and substance reasonably satisfactory to the Agents, to the effect that in connection with the offer, sale and delivery of such Offered Shares, no registration of the Offered Shares is required under the U.S. Securities Act.

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(b) Delivery of Comfort Letters at Closing
(i) The Agents shall have received at the Closing Time a letter dated the Closing Date, in form and substance satisfactory to the Agents, addressed to the Agents, the Company and the directors of the Company, from MNP LLP, confirming the continued accuracy of the comfort letter to be delivered to the Agents pursuant to subsection 7(a)(viii) with such changes as may be necessary to bring the information in such letter forward to a date not more than two (2) Business Days prior to the Closing Date, provided such changes are acceptable to the Agents, acting reasonably.
(c) Delivery of Certificates
(i) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and signed by appropriate officers of the Company and the Subsidiary acceptable to the Agents, acting reasonably, with respect to the constating documents of the Company and the Subsidiary, all resolutions of the board of directors of the Company relating to this Agreement and the incumbency and specimen signatures of signing officers of the Company and such other matters as the Agents may reasonably request.
(ii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and the U.S. Affiliates and signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer, certifying for and on behalf of the Company and without personal liability, after having made due enquiry and after having read the Final Prospectus, the Final U.S. Private Placement Memorandum and any Prospectus Amendments:
- A. that since the respective dates as of which information is given in the Final Prospectus, as amended by any Prospectus Amendments, and the Final U.S. Private Placement Memorandum (i) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, prospects, operations, assets, liabilities (contingent or otherwise) or capital of the Company; and (ii) no transaction has been entered into by either the Company which is material to the Company, other than as disclosed in the Final Prospectus, the Final U.S. Private Placement Memorandum, or any Prospectus Amendments, as the case may be;
- B. that the Prospectus does not contain a misrepresentation and contains full, true and plain disclosure of all material facts relating to the Offered Shares (other than any Agents’ Information);
- C. that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of the Company has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any of Applicable Canadian Securities Laws or by any other Governmental Authority;
- D. that the Company has complied with the terms and conditions of this Agreement on its part to be complied with at or prior to the Closing Time; and

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  - E. that the representations and warranties of the Company contained in this Agreement and in any certificates or other documents delivered by the Company pursuant to or in connection with this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, 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 in respect of any representations and warranties that are subject to a materiality qualification, in which case they will be true and correct in all respects.

(iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents, the U.S. Affiliates and counsel to the Agents and signed by an officer of each Selling Shareholder acceptable to the Agents, acting reasonably, certifying for and on behalf of the Selling Shareholder, without personal liability, after having made due enquiry and after having carefully examined the Final Prospectus, the Final U.S. Private Placement Memorandum and any Prospectus Amendments:
- A. that such Selling Shareholders’ Information is true and correct and does not contain a misrepresentation;
- B. that such Selling Shareholder has complied in all material respects with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time; and
- C. that the representations and warranties of such Selling Shareholder contained in this Agreement are true and correct as of the Closing Time in all material respects (except for such representations and warranties of such Selling Shareholder qualified by materiality or which refer to a Material Adverse Effect, which shall be true and correct in all respects) with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, 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 in all respects as of that date only.
(d) Listing Approval

The Common Shares (including the Offered Shares and the Corporate Finance Fee Shares) shall have been approved for listing on the TSX on or before the Business Day immediately preceding the Closing Date, subject only to the satisfaction by the Company of customary conditions.

(e) Lock-Up Agreements with Shareholders, Directors and Officers

The Agents shall have received, prior to the Closing Time, an executed lock-up agreement, substantially in the form of Schedule C, from each of the Locked-Up Shareholders in Schedule B.

(f) Receipt of Additional Documents

The Agents shall have received such other customary closing certificates, opinions, receipts, agreements or documents as the Agents may reasonably request.

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(g) Pre-Closing Capital Changes

The Pre-Closing Capital Changes shall have been completed as described in the Final Prospectus.

(h) Due Diligence

The Agents shall be satisfied, in their sole discretion, with their due diligence review and investigations.

(i) Additional Shares Closing Documents

On each Option Closing Date, the Company and the Selling Shareholders covenant and agree to deliver to the Agents, opinions, letters and certificates dated the Option Closing Date substantially similar to the opinions, letters and certificates referred to in subsections 20(a), (b) and (c) and such other customary closing certificates and documents as the Lead Agent may reasonably request with respect to the good standing of the Company and other matters related to the sale and issuance of the Additional Shares.

21. Rights of Termination

The Agents may terminate their obligations under this Agreement by delivering written notice to that effect to the Company and the Selling Shareholders at or prior to Closing Time, in any of the following circumstances:

(a) Restrictions on Distribution . Any inquiry, action, suit, investigation or other proceeding (whether formal or informal) 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 TSX or any securities regulatory authority) or there is a change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Agents, operates to prevent, restrict or otherwise materially adversely affect the distribution or trading of the Offered Shares or any other securities of the Company.
(b) Material Change. There shall occur or come into effect any material change in the business, affairs or financial condition or financial prospects of the Company or its subsidiaries, taken as a whole, or any change in any material fact, or there should be discovered any previously undisclosed fact which, in each case, in the reasonable opinion of the Agents, has or could reasonably be expected to have a significant effect on the market price or value or marketability of the Offered Shares.
(c) Disaster Out. There should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence, any escalation in the severity of the COVID-19 pandemic, or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Agents, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Company or the marketability of the Offered Shares.
(d) Adverse Order. 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 proceedings are announced or commenced for the making

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of any such order by any securities regulatory authority or similar regulatory or judicial authority or the TSX.

(e) Market Out. The state of the financial markets in Canada or the U.S. is such that, in the reasonable opinion of the Agents, the Offered Shares cannot be marketed profitably.
(f) Material Breach. The Company is in material breach of any term, condition or covenant of this Agreement or any representation or warranty given by the Company becomes or is false.
(g) Due Diligence. If the Agents are not satisfied in their sole discretion with their due diligence review and investigations in respect of the Company.

The rights of termination contained in subsections 21(a), (b), (c), (d), (e), (f), (g) and Section 25 are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the Agents to the Company or on the part of the Company to the Agents, except in respect of any liability which may have arisen prior to or may arise after such termination under Sections 22 and 23.

22. Indemnity

(a) Rights of Indemnity
(i) The Company agrees to indemnify and save harmless each of the Agents and each of their affiliates and their respective directors, officers, employees and agents, and each person, if any, controlling any Agent (collectively, the “ Indemnified Parties ” and individually an “ Indemnified Party ”) from and against all losses, costs, expenses, claims, actions, damages and liabilities (other than losses of profit or other consequential damages in connection with the distribution of the Securities), including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims, commenced or threatened, and any and all expenses whatsoever including the fees and expenses of counsel of any Agents that may be incurred in investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “ Claims ”), to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or are based upon, directly or indirectly, the services provided pursuant to this Agreement, whether performed before or after the Company’s execution of this Agreement, including Claims caused by, resulting from, arising out of or based upon:
- A. any information or statement (except any Agents’ Information or Selling Shareholders’ Information) contained in the Prospectus or any other Offering Document, the U.S. Private Placement Memorandum, any marketing materials, or in any certificate of the Company delivered pursuant to this Agreement that at the time and in light of the circumstances under which it was made contains or is alleged to contain (i) a misrepresentation; or (ii) an untrue statement of a material fact or an omission to state a material fact that is required to be stated therein or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
- B. any omission or alleged omission to state in the Prospectus or any other Offering Document, the U.S. Private Placement Memorandum, any

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marketing materials, or in any certificate of the Company delivered pursuant to this Agreement, any material fact required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made;

C. any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission, stock exchange, court or other competent authority, or any change of law or interpretation of administration thereof which prevents or restricts the trading in or the sale or distribution of the Securities in the Qualifying Jurisdictions or in the United States;

D. the non-compliance or alleged non-compliance or a breach or violation or alleged breach or violation, by the Company with any of its obligations under Canadian Securities Laws or United States Securities Laws; or
E. any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement.
(ii) Each of the Selling Shareholders severally (and not jointly) agrees to indemnify and save harmless each of the Indemnified Parties from and against all Claims, to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or are based upon, directly or indirectly:
A. any information or statement in any Selling Shareholders’ Information related to such Selling Shareholder contained in the Prospectus or any other Offering Document, the U.S. Private Placement Memorandum, any marketing materials, or in any certificate of such Selling Shareholder delivered pursuant to this Agreement that at the time and in light of the circumstances under which it was made contains or is alleged to contain (i) a misrepresentation, or (ii) an untrue statement of a material fact or an omission to state a material fact that is required to be stated therein or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
B. any omission or alleged omission to state in any Selling Shareholders’ Information related to such Selling Shareholder contained in the Prospectus or any other Offering Document, the U.S. Private Placement Memorandum, any marketing materials, or in any certificate of such Selling Shareholder delivered pursuant to this Agreement, any material fact required to be stated in such document or necessary to make such Selling Shareholder’s Information in such document not misleading in light of the circumstances under which it was made;
C. any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission, stock exchange, court or other competent authority, or any change of law or interpretation of administration thereof arising solely from any misrepresentation contained in any Selling Shareholders’ Information related to such Selling Shareholder, which prevents or restricts the trading in or the sale or distribution of the Securities in the Qualifying Jurisdictions;
D. the non-compliance or alleged non-compliance or a breach or violation or alleged breach or violation, by such Selling Shareholder with any of its

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obligations under Canadian Securities Laws or United States Securities Laws; or

E. any breach by such Selling Shareholder of its representations, warranties, covenants or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement.

Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount payable by a Selling Shareholder under the indemnity provision contained this Section 22(a)(ii) and the contribution provision contained in Section 23 shall be the extent of the net proceeds actually received by the applicable Selling Shareholder under the Offering.

(iii) The rights of indemnity contained in this Section 22 will not inure to the benefit of an Indemnified Party if the Company has complied with the provisions of Section 7 and the person asserting any Claim contemplated by this Section 22 was not provided by such Indemnified Party with a copy of any Offering Document or Offering Document Amendment: (a) which corrects any untrue statement or information, misrepresentation or omission which is the basis of the Claim and (b) which is required under Canadian Securities Laws or United States Securities Laws to be delivered to that person by the Agents.
(iv) As used in this Agreement “ Applicable Indemnifier(s) ” means (i) the Company, in respect of a claim for indemnification under Section 22(a)(i); or (ii) the applicable Selling Shareholder in respect of a claim for indemnification under Section 22(a)(i), as applicable.
(v) If and to the extent that a court of competent jurisdiction in a final judgement from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the losses, costs, expenses, claims, actions, damages and liabilities resulted from the gross negligence, fraud or wilful misconduct of an Indemnified Party claiming indemnity, such Indemnified Party shall promptly reimburse to the Applicable Indemnifier, any funds advanced to the Indemnified Party in respect of such Claim and the indemnity provided for in this Section 22 shall cease to apply to such Indemnified Party in respect of such Claim. For greater certainty, the Company, Selling Shareholders and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Offering Documents contained no misrepresentation shall constitute “gross negligence” or “wilful misconduct” for the purposes of this Section 22 or otherwise disentitle the Agents from indemnification hereunder.

(b) Notification of Claims

If any Claim is asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Applicable Indemnifier(s) in writing, as soon as possible of the nature of such Claim (but failure or delay to so notify the Applicable Indemnifier(s) of any potential Claim shall not relieve the Applicable Indemnifier(s) from any liability which it may have to any Indemnified Party except to the extent that any failure to so notify the Applicable Indemnifier(s) of any actual Claim results in forfeiture by the Company of substantive rights or defences in respect of such Claim). The Applicable Indemnifier(s) shall assume the defence of any suit brought to enforce such Claim; provided, however, that the defence shall be conducted through legal counsel reasonably acceptable to the Indemnified Party,

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and provided that no settlement of any such Claim or admission of liability may be made by the Applicable Indemnifier(s) without the prior written consent of the Indemnified Parties, acting reasonably, or unless such settlement, compromise or judgment: (i) includes an unconditional release of each Indemnified Party from all liability arising out of such Claim; and (ii) does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnified Party.

(c) Right of Indemnity in Favour of Others

With respect to any Indemnified Party who is not a party to this Agreement, the Agents shall obtain and hold the rights and benefits of this Section 22 in trust for and on behalf of such Indemnified Party.

(d) Retaining Counsel

In any Claim, the Indemnified Party shall have the right to retain one other counsel in each jurisdiction to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party, unless: (i) the Applicable Indemnifier(s) and the Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party and the Applicable Indemnifier(s), and the Indemnified Party shall have reasonably concluded that there may be legal defences available to the Indemnified Party that are different or in addition to those available to the Applicable Indemnifier(s) or the Indemnified Party shall have been advised in writing by legal counsel that the representation of all parties by the same counsel would be inappropriate due to the actual or potential differing interests between them; or (iii) the Applicable Indemnifier(s) shall not have assumed responsibility for the Claim and retained acceptable counsel within 10 days following receipt by the Applicable Indemnifier(s) of notice of any such Claim from the Indemnified Party, provided, however, that no settlement of any such Claim or admission of liability may be made by the Indemnified Party without the prior written consent of the Company and the Selling Shareholders, as the case may be, acting reasonably. If at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel, such Indemnifying Party agrees that it shall be liable for any settlement of the nature contemplated by this section effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement.

23. Contribution

(a) Rights of Contribution

In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 22 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Agents or enforceable otherwise than in accordance with its terms, the Company, the Selling Shareholders and the Agents shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits or consequential damages) of a nature contemplated by Section 22 in such proportions as are appropriate to reflect the relative benefits received by the Company, the Selling Shareholders and the Agents from the offering of Shares, as contemplated by this Agreement as well as the relative fault of the

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Company, the Selling Shareholders and the Agents with respect to such Claim and any other equitable considerations (but having regard to the maximum aggregate amount payable by a Selling Shareholder provided for in the last sentence of Section 22(a)(ii), whether or not the Company or the Selling Shareholders have been sued together with the Agents or sued separately from the Agents, provided, however that:

(i) the Agents shall not in any event be liable to contribute, in the aggregate, any amounts in excess of the aggregate Agents’ Fee actually received by the Agents from the Company and the Selling Shareholders under this Agreement;
(ii) each Agent shall not in any event be liable to contribute, individually, any amount in excess of such Agent’s portion of the aggregate Agents’ Fee actually received from the Company and the Selling Shareholders under this Agreement; and
(iii) no party who has been determined by a court of competent jurisdiction in a final judgement (which is not appealable) to have engaged in any fraud, fraudulent misrepresentation or gross negligence shall be entitled to claim contribution from any person who has not been so determined to have engaged in such fraud, fraudulent misrepresentation or gross negligence.
(b) Rights of Contribution in Addition to Other Rights

The rights to contribution provided in this Section 23 shall be in addition to and not in derogation of any other right to contribution which the Agents may have by statute or otherwise at law.

In the event that the Company or the Selling Shareholders may be held to be entitled to contribution from the Agents under the provisions of any statute or at law, the Company and the Selling Shareholders shall collectively be limited to contribution in an amount not exceeding the lesser of:

(i) the portion of the full amount of the loss or liability giving rise to such contribution for which the Agents are responsible, as determined in Section 23(a); and
(ii) the amount of the Agents’ Fee actually received by the Agents from the Company and the Selling Shareholders under this Agreement, and an Agent shall in no event be liable to contribute, individually, any amount in excess of such Agent’s portion of the aggregate Agents’ Fee actually received from the Company and the Selling Shareholders under this Agreement.
(d) Notice

If the Agents have reason to believe that a claim for contribution may arise, they shall give the Company and the Selling Shareholders, as applicable, notice of such claim in writing, as soon as reasonably possible, but failure to notify the Company or the Selling Shareholders shall not relieve the Company or the Selling Shareholders of any obligation which it may have to the Agents under this Section 23.

(e)
Right of Contribution in Favour of Others

With respect to this Section 23, each of the Company and the Selling Shareholders acknowledge and agree that the Agents are contracting on their own behalf and as agents for their affiliates, directors, officers, employees and agents.

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For purposes of this Section 23, each person, if any, who controls an Agent within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act and each Agent’s affiliates and selling agents shall have the same rights to contribution as such Agent and each person, if any, who controls the Company within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act shall have the same rights to contribution as the Corporation and the Selling Shareholders. The Agents’ respective obligations to contribute pursuant to this Section 23 are several in proportion to the percentage of the aggregate Agents’ Fee received by such Agent and not joint.

(f) Remedy Not Exclusive

The remedies provided for in this Section 23 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any party at law or in equity.

24. Expenses

Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the sale and delivery of the Offered Shares and all expenses of or incidental to all other matters in connection with the offering of the Offered Shares pursuant to the Prospectus shall be borne by the Company including, without limitation, all fees and disbursements of all legal counsel to the Company (including U.S., foreign and local counsel), all fees and disbursements of the Company’s accountants and auditors, all expenses related to roadshows, meetings and marketing activities, all printing costs incurred in connection with the offering of the Offered Shares, including preparation and printing of the Prospectus, the U.S. Private Placement Memorandum, any Prospectus Amendments, meeting presentations, greensheets, certificates, if any, representing the Offered Shares, all prospectus filing and other filing fees, all fees and expenses relating to listing the Offered Shares on any exchanges, all fees and expenses of the Company’s roadshow consultants, all transfer agent fees and expenses, and all fees and expenses in connection with sale and delivery of any Additional Shares. In addition, whether or not the transactions contemplated by this Agreement shall be completed, the Company shall reimburse the Agents for all reasonable out-of-pocket expenses of the Agents incurred in connection with the offering of the Offered Shares, provided that such expenses are pre-approved by the Company, including without limitation, reasonable advertising, marketing, roadshow, printing, courier, telecommunications, data searches, presentations, travel, entertainment and other reasonable expenses incurred by them in connection with the offering of the Offered Shares, including the reasonable legal fees and disbursements of the Agents’ counsel (which disbursements shall include the reasonable fees, disbursements and taxes of U.S. counsel to the Agents), together with all related taxes on all of the foregoing (including, without limitation, provincial sales taxes and GST) provided that the legal fees of the Agents’ counsel shall not exceed $450,000 excluding all disbursements and applicable taxes, without the prior approval of the Company. The parties hereto agree that such pre-approved expenses may be netted off of the aggregated Offering Price delivered pursuant to Section 18 hereto. The remaining Agents’ expenses shall be payable by the Company if required pursuant to this Section 24 whether or not the Offering is completed immediately upon receiving an invoice therefor from the Agents: (i) at the Closing Time; (ii) upon the issuance of an invoice from the Agents; or (iii) upon the termination of the Offering.

25. Conditions

All of the terms, covenants and conditions contained in this Agreement to be satisfied by the Company prior to the Closing Time or the Option Closing Time, as applicable, shall be construed as conditions, and any breach or failure by the Company to comply with any of such terms and conditions at any time prior to the Closing Time or the Option Closing Time, as applicable, shall entitle any Agents to terminate its obligations hereunder by written notice to that effect given to the Company prior to the Closing Time or the Option Closing Time, as applicable. It is understood and agreed that the Agents may waive in whole or in part, or extend the time for compliance with, any of such terms, covenants and conditions without

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prejudice to their rights in respect of any such terms and conditions or any other or subsequent breach or non-compliance; provided, however, that to be binding, any such waiver or extension must be in writing and signed by the Agents. If the Agents elect to terminate its obligations hereunder, the obligations of the Company hereunder shall be limited to the indemnity and contribution referred to in Sections 22 and 23 and the payment of expenses referred to in Section 24 hereof.

26. Restrictions on Further Issues or Sales

During the period beginning on the Closing Date and ending on the date that is 180 days after the Closing Date, the Company shall not, directly or indirectly, without the prior written consent of the Agents, such consent not to be unreasonably withheld or delayed, issue, offer or grant any option, warrant or other right to purchase or agree to issue or sell, in a public offering or by way of private placement or otherwise, any equity securities of the Company or other securities convertible into, exchangeable for, or otherwise exercisable into Common Shares or other equity securities of the Company, or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing, other than:

(a) the Offered Shares;
(b) the Corporate Finance Fee Shares;
(c) options granted under the Stock Option Plan and rights granted under the Restricted Share Plan and in compliance with the requirements of the TSX, and Common Shares issuable upon exercise of such options or the vesting of such rights, as applicable;
(d) obligations of the Company in respect of any agreements existing and in effect as of the Closing Date; and
(e) the issuance of securities by the Company in connection with non-material acquisitions in the normal course of business.

27. Survival of Representations and Warranties

The representations, warranties, obligations and agreements of the Company and the Selling Shareholders contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Shares shall survive the closing of the Offering and any purchase of the Offered Shares and shall continue in full force and effect for a period ending on the latest date under each of: (a) applicable Canadian laws that a holder of the Offered Shares may be entitled to commence an action or exercise a right of rescission with respect to a misrepresentation contained in the Prospectus or any Prospectus Amendments, and (b) applicable U.S. laws that a holder of the Offered Shares may be entitled to commence an action with respect to an untrue statement of a material fact contained in the U.S. Private Placement Memorandum or an omission to state in the U.S. Private Placement Memorandum a material fact that is necessary to make a statement contained in the U.S. Private Placement Memorandum, in light of the circumstances in which it was made, not misleading (other than in respect of the indemnification obligations of the Company and the Selling Shareholders set forth in Section 22 or in respect of any legal action or claim that may be pending at that time with respect to any representation, warranty, obligation or agreement of the Company or the Selling Shareholders contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Shares, which in each case shall survive indefinitely) and, in each case, shall be unaffected by any subsequent disposition of the Offered Shares or of the Corporate Finance Fee Shares or the termination of the Agents’ obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Agents in connection with the preparation of the Prospectus, any Prospectus Amendments or the distribution of the Offered Shares.

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28. Time

Time is of the essence in the performance of the parties’ respective obligations under this Agreement.

29. Governing Law

The Company and the Agents agree that any legal suit or proceeding arising with respect to this Agreement will be tried exclusively in the courts of the Province of British Columbia in Vancouver and the Company and the Agents agree to submit to the jurisdiction of, and to venue in, such courts. This Agreement shall be governed and construed in accordance with the laws of the Province of British Columbia and federal laws of Canada applicable therein, without regard to principles of conflicts of laws. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either our engagement or any matter referred to in this Agreement is hereby waived by the parties hereto.

30. Notice

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “ notice ”) shall be in writing addressed as follows:

If to the Company, addressed and sent to:

Kits Eyecare Ltd. 1020 - 510 Seymour St. Vancouver, BC V6B 3J5 Attention: Roger Hardy E-mail: [email protected]

with a copy to:

Sangra Moller LLP 1000 Cathedral Place 925 West Georgia Street Vancouver, BC V6C 3L2 Attention: Winston Yee E-mail: [email protected]

If to the 0999849 Selling Shareholder, addressed and sent to:

0999849 B.C. Ltd. 1020 - 510 Seymour St. Vancouver, BC V6B 3J5 Attention: Roger Hardy Email: [email protected]

with a copy (which shall not constitute notice) sent to:

Sangra Moller LLP 1000 Cathedral Place 925 West Georgia Street Vancouver, BC V6C 3L2

Attention: Winston Yee

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E-mail: [email protected]

If to the Liak Selling Shareholder, addressed and sent to:

Yuan Yi Sabrina Liak 1020-510 Seymour Street Vancouver, BC V6B 3J5 Email: [email protected]

with a copy (which shall not constitute notice) sent to:

Sangra Moller LLP 1000 Cathedral Place 925 West Georgia Street Vancouver, BC V6C 3L2

Attention: Winston Yee E-mail: [email protected]

If to the Thompson Selling Shareholder, addressed and sent to:

Joseph Anthony Thompson 1020-510 Seymour Street Vancouver, BC V6B 3J5 Email: [email protected]

with a copy (which shall not constitute notice) sent to:

Sangra Moller LLP 1000 Cathedral Place 925 West Georgia Street Vancouver, BC V6C 3L2

Attention: Winston Yee E-mail: [email protected]

If to the LD Group Selling Shareholder, addressed and sent to:

LD Group Holdings Ltd. 301-1650 Elgin Mills Road East Richmond Hill, ON L4S 0B2 Attention: Arshil Abdulla Email: [email protected]

with a copy (which shall not constitute notice) sent to:

Sangra Moller LLP 1000 Cathedral Place 925 West Georgia Street Vancouver, BC V6C 3L2 Attention: Winston Yee E-mail: [email protected]

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If to Canaccord Genuity Corp., addressed and sent to:

Canaccord Genuity Corp. 609 Granville Street, Suite 2100 Vancouver, BC V7Y 1H2 Attention: Jamie Brown E-mail: [email protected]

If to CIBC World Markets Inc., addressed and sent to:

CIBC World Markets Inc. 12th Floor – 400 Burrard Street Vancouver, BC V6C 3A6 Attention: Kathy Butler E-mail: [email protected]

If to Scotia Capital Inc., addressed and sent to:

Scotia Capital Inc. 64th Floor – 40 King St. W Toronto, ON M5H 3Y2 Attention: Rob Sainsbury E-mail: [email protected]

If to Roth Canada, ULC, addressed and sent to:

Roth Canada, ULC 130 King Street West Suite 1909 Toronto, ON M5X 1E3 Attention: Jacob Frank E-mail: [email protected]

If to Haywood Securities Inc., addressed and sent to:

Haywood Securities Inc. 200 – 700 Burrard St. Vancouver, BC V6C 3L8 Attention: Mathieu Couillard E-mail: [email protected]

If to Stifel Nicolaus Canada Inc., addressed and sent to:

Stifel Nicolaus Canada Inc. 2500, 250 – 6[th] Ave. SW Calgary, AB T2P 3H7 Attention: Nicholas J. Johnson E-mail: [email protected]

with a copy to:

Blake, Cassels & Graydon LLP Suite 2600, 595 Burrard Street

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Vancouver, BC V7X 1L3 Attention: Bob Wooder E-mail: [email protected]

or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 30. Each notice shall be personally delivered to the addressee or sent by fax or e-mail to the addressee. A notice which is personally delivered or delivered by fax or e-mail shall, if delivered prior to 5:00 p.m. (Vancouver time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered.

31. Authority of the Lead Agent

The Lead Agent is hereby authorized by each of the other Agents to act on its behalf and the Company and the Selling Shareholders shall be entitled to and shall act on any notice given in accordance with Section 30 or agreement entered into by or on behalf of the Agents by the Lead Agent. The Lead Agent represents and warrants that they have irrevocable authority to bind the Agents, except in respect of any consent to a settlement pursuant to Section 22(b), which consent shall be given by the Indemnified Party, a notice of termination pursuant to Section 21, which notice may be given by any of the Agents, or any waiver pursuant to Section 21, which waiver may be given by any of the Agents exercising such waiver. The Lead Agents shall consult with the other Agents concerning any matter in respect of which they act as representative of the Agents.

32. Publicity

Neither the Company nor the Agents shall make any public announcement concerning the appointment of the Agents or the Offering without the consent of the other parties, acting reasonably, and any public announcements shall be made in compliance with Applicable Canadian Securities Laws. After completion of the Offering, the Agents shall be entitled (for greater certainty, without the consent of the Company) to place advertisements in financial and other newspapers and journals at their own expense describing their services hereunder.

33. Agents’ Activities

Nothing in this Agreement or the nature of the services to be provided by the Agents will be deemed to create a fiduciary or agency relationship between any of the Agents and the Company, the Selling Shareholders or their security holders, creditors, employees or any other party, as applicable. The Company and the Selling Shareholders acknowledge and understand that: (a) the Agents may act as traders of, and dealers in, securities both as principal and on behalf of clients and that in the ordinary course of its trading and dealing activities, any of the Agents and their affiliates at any time may hold long or short positions in the securities of the Company or any of its respective related entities and, from time to time, may have executed or may execute transactions on behalf of such persons; (b) any of the Agents may conduct research on securities and may, in the ordinary course of business, provide research reports and investment advice to clients on investment matters, including with respect to any such person and/or the offering of Shares; and (c) the Agents or their controlling shareholders may extend loans or provide other financial services in the ordinary course of business to any such person (collectively, “ Bank Business ”). The Company and the Selling Shareholders agree not to seek to restrict or challenge the ability of any of the Agents or their affiliates to conduct Bank Business.

The Company and the Selling Shareholders acknowledge that none of the Agents is advising the Company, the Selling Shareholders or any other person related to them as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Shareholders should consult with their own advisors concerning such matters and be responsible for making their own independent investigation

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and appraisal of the transactions contemplated hereby, and the Agents have no liability to Company or any of the Selling Shareholders with respect thereto.

In performing its responsibilities under this Agreement, each of the Agents may use the services of its affiliates provided that it will be responsible for ensuring that such affiliates comply with the terms of this Agreement.

34. Alternative Transactions

If Company announces or agrees or enters into an agreement in respect of, or completes, an Alternative Transaction (as defined below) within 6 months of the termination of this Agreement, the Company will be responsible to pay to the Lead Agent, on behalf of the Agents, an amount equal to:

(a) 50% of the total agency commission payable on an estimated Offering issue size of $50 million, if a Preliminary Prospectus in respect of the Offering has been filed but marketing of the Offering has not commenced; and
(b) 75% of the total agency commission payable on an estimated Offering issue size of $50 million, if a Preliminary Prospectus in respect of the Offering has been filed and marketing of the Offering has commenced.

Any such amounts will constitute the liquidated damages of the Agents resulting from the failure of the parties to complete the Offering contemplated in this Agreement and not a penalty.

An “ Alternative Transaction ” means: (a) an issuance by the Company or sale by the Company’s current shareholders of that number of common shares, or shares exercisable into common shares, including all classes of preferred shares, of the Company exceeding 10% of the total value or number of common shares currently outstanding (on a fully-diluted basis) (b) a transaction involving a change in control of the Company or any material subsidiary of the Company; or (b) a merger, amalgamation, plan of arrangement, take-over bid, joint venture, sale of all or substantially all assets, exchange of assets or common shares, or any similar material transaction (or series of transactions) involving the Company.

Any fee payable to the Lead Agent pursuant to this paragraph shall be set off by any amounts paid to the Lead Agent for any Additional Services (as defined below) and paid (in cash or by certified cheque) to the Lead Agent on or prior to the closing or consummation of the Alternative Transaction, as applicable, except that any fee payable in respect of a take-over bid, merger, amalgamation, arrangement or change of effective control of the Company shall be deposited with the Lead Agent's legal counsel in trust for the Lead Agent, on or before the date of mailing: (i) the Company’s directors’ circular, in the case of a take-over bid; or (ii) the Company’s management proxy circular in respect of a similar transaction involving a change of effective control of the Company, and shall be released from such trust to the Lead Agent's account on the earlier of: (x) the effective closing date of an Alternative Transaction that has been recommended for acceptance by a majority of the Company’s board of directors; and (y) the earliest date that a party takes up that number of securities which will permit such party together with any related parties to vote a majority of the common shares of the Company or to otherwise elect or nominate a majority of the members of its board of directors.

35. Additional Services

If the Lead Agent is requested to provide any other services to the Company in addition to those to be provided under this Agreement (“ Additional Services ”), the terms and conditions relating to such Additional Services will be outlined in a separate letter of agreement and the fees for such services will be negotiated separately and in good faith and will be consistent with fees paid to North American investment bankers for similar services. However, for greater certainty, the Lead Agent will not provide any legal, tax or accounting advice, either pursuant to this Agreement or otherwise. The Company and its directors will

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be solely responsible for engaging and instructing such legal, tax and accounting professionals as deemed necessary for purposes of the subject matter of this Agreement.

36. Right of First Refusal

If, during the term of this Agreement or within 12 months after the closing of the Offering the Company requires additional equity or debt financing, the Company will offer to engage the Lead Agent as its lead or co-lead (as the case may be) manager, underwriter and/or private placement agent in connection with such transaction, with a similar syndicate position as for the Offering, subject to agreeing on mutually acceptable fee arrangements. The terms and conditions relating to any such services will be outlined in a separate engagement letter, underwriting agreement or agency agreement and the fees for such services will be in addition to the fees payable under this Agreement, will be negotiated separately and in good faith and will be consistent with fees paid to North American investment bankers for similar services. If the Lead Agent does not accept the terms and conditions contained in the Company’s offer, the Company may engage any other person as manager, underwriter and/or private placement agent, provided that the terms and conditions of any such engagement shall be no more favourable to such other person as the terms and conditions offered by the Company to the Lead Agent.

37. Severability

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

38. Entire Agreement

This Agreement constitutes the entire agreement among the parties hereto relating to the offer by, and sale of the Offered Shares by the Agents on behalf of the Company and the process leading thereto and supersedes all prior agreements between any of those parties with respect to their respective rights and obligations in respect of such transaction and the process leading thereto.

39. TSX Group

The Company and the Selling Shareholders hereby acknowledge that CIBC World Markets Inc., or an affiliate thereof, may own or control an equity interest in TMX Group Limited (“ TMX Group ”) and may have a nominee director serving on the TMX Group’s board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSX, the TSX Venture Exchange and the TSX Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

40. Counterparts

This Agreement may be executed and delivered (including by facsimile transmission or portable document format (PDF)) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

41. U.S. Offers

Each Agent makes the representations, warranties, covenants and agreements applicable to it in Schedule A hereto, which is incorporated by reference into and forms part of this Agreement, and agrees, on behalf of itself and its U.S. Affiliates, for the benefit of the Company to comply with the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule A hereto. Notwithstanding the foregoing

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provisions of this Section 41, no Agent or its U.S. Affiliate will be liable to the Company under this Section 41 or Schedule A hereto with respect to a violation by another Agent or its U.S. Affiliate of the provisions of this Section 41 or Schedule A hereto if the former Agent or its U.S. Affiliate is not itself also in violation.

The Company makes the representations, warranties, covenants and agreements applicable to it in Schedule A hereto.

[The remainder of this page has been left blank intentionally.]

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EXECUTION COPY

If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the Agents upon which this letter as so accepted shall constitute an Agreement among us.

Yours very truly,

CANACCORD GENUITY CORP.

By: (signed) “Jamie Brown” Name: Jamie Brown Title: Vice Chairman, Managing Director, Investment Banking

CIBC WORLD MARKETS INC.

By: (signed) “Kathy Butler” Name: Kathy Butler Title: Managing Director

SCOTIA CAPITAL INC.

By: (signed) “Rob Sainsbury” Name: Rob Sainsbury Title: Managing Director & Global Head TMT Corporate & Investment Banking

ROTH CANADA, ULC

By: (signed) “Jacob Frank” Name: Jacob Frank Title: Director, Investment Banking

HAYWOOD SECURITIES INC.

By: (signed) “Mathieu Couillard” Name: Mathieu Couillard Title: Managing Director, Investment Banking

STIFEL NICOLAUS CANADA INC.

By: (signed) “Nicholas J. Johnson” Name: Nicholas J. Johnson Title: Co-Head, Investment Banking

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The foregoing offer is accepted and agreed to as of the date first above written.

“ ” By: _(signed) Roger Hardy _ Name: Roger Hardy Title: Chief Executive Officer

(signed) “Zhe Choo”_______ ) (signed) “Yuan Yi Sabrina Liak”_ Witness ) Yuan Yi Sabrina Liak

(signed) “Zhe Choo”_______ ) (signed) “Joseph Anthony Thompson”__ Witness ) Joseph Anthony Thompson

0999849 B.C. LTD.

“ ” By: _(signed) Roger Hardy _ Name: Roger Hardy Title: Authorized Signatory

LD GROUP HOLDINGS LTD.

By: _(signed) “Arshil Abdulla”__ Name: Arshil Abdulla Title: Authorized Signatory

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SCHEDULE “A”

UNITED STATES OFFERS AND SALES

As used in this Schedule A, the following terms shall have the following meanings:

“ Accredited Investor ” has the meaning ascribed thereto in Rule 501(a) of Regulation D;

“ Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Shares, and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Shares;

“ Disqualification Event ” has the meaning set forth in Section A(9) below;

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

“ General Solicitation or General Advertising ” means “general solicitation or general advertising”, as used in Rule 502(c) of Regulation D, including any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“ Issuer Covered Person ” has the meaning set forth in Section A(9) below;

“ Offshore Transaction ” means “offshore transaction” as that term is defined in Regulation S;

“ Qualified Institutional Buyer ” means a “qualified institutional buyer” as that term is defined in Rule 144A;

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

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

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

“ U.S. Person ” means a “U.S. person” as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act; and

“ U.S. Purchaser ” means an original purchaser of the Offered Shares that is either an Accredited Investor or Qualified Institutional Buyer who was, at the time of purchase, (a) a U.S. Person, (b) a person purchasing such Offered Shares on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States, (c) any person who receives or received an offer to acquire such Offered Shares while in the United States, and (d) any person who was in the United States at the time such person’s buy order was

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A-2

made or the applicable exhibit pursuant to the U.S. Private Placement Memorandum pursuant to which such Offered Shares were acquired was executed or delivered.

All other capitalized terms used but not otherwise defined in this Schedule A shall have the meanings assigned to them in the agency agreement to which this Schedule A is attached.

A. Representations, Warranties and Covenants of the Company

The Company represents and warrants to and covenants with the Agents that:

(1) It is, and on the Closing Date, the Option Closing Date and the date of any other sale of Offered Shares pursuant to the Agency Agreement will be, a Foreign Issuer with no Substantial U.S. Market Interest with respect to any of its securities.
(2) Except with respect to offers and sales made by the Agents through their U.S. Affiliates in accordance with this Schedule A (i) to Qualified Institutional Buyers and Accredited Investors in accordance with the registration exemption provided by Section 4(a)(2) under the U.S. Securities Act (offers and sales to Accredited Investors to be made in accordance with Rule 506(b) of Regulation D under the U.S. Securities Act) and applicable U.S. state securities laws and (ii) to persons outside the United States in an Offshore Transaction in reliance upon the exclusion from the registration requirements available pursuant to Rule 903 of Regulation S, neither the Company nor any of its affiliates, nor any person acting on its or their behalf (other than the Agents, the U.S. Affiliate(s), their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty or covenant is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States or (ii) the Company, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States.
(3) None of the Company, any of its affiliates or any persons acting on its or their behalf (other than the Agents, the U.S. Affiliate(s), their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty or covenant is made) has made or will make any Directed Selling Efforts or has engaged or will engage in any form of General Solicitation or General Advertising or has acted or will act in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in the United States with respect to the Offered Shares.
(4) The Company is not, and as a result of the sales of the Offered Shares will not be, an investment company within the meaning of the United States Investment Company Act of 1940, as amended.
(5) The Company has not sold, offered for sale or solicited any offer to buy and will not sell, offer for sale or solicit any offer to buy, during the period beginning six months prior to the start of the Offering of the Offered Shares and ending six months after the completion of the Offering of the Offered Shares, any of its securities in the United States in a manner that would be integrated with and would cause the exemption from registration provided by Section 4(a)(2) under the U.S. Securities Act or Rule 506(b) of Regulation D, or the exclusion from registration provided by Rule 903 of Regulation S, to be unavailable with respect to offers and sales of the Offered Shares pursuant to this Schedule A.
(6) The Company will not take any action that would cause the exemptions or exclusions from registration provided by Section 4(a)(2) under the U.S. Securities Act or Rule 506(b) of

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Regulation D or Rule 903 of Regulation S to be unavailable with respect to offers and sales of the Offered Shares pursuant to the Agency Agreement including this Schedule A.

(7) Neither the Company nor any of its predecessors or affiliates has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
(8) None of the Company, its affiliates or any person on behalf of any of them (other than the Agents, the U.S. Affiliate, their respective affiliates or any person acting on their behalf, in respect of which no representation is made) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering.
(9) With respect to the Offered Shares to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D, none of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale (each, an “ Issuer Covered Person ” and, together, “ Issuer Covered Persons ”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the U.S. Securities Act (a “ Disqualification Event ”). The Company has not paid and will not pay, nor is it aware of any person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons, as defined below) for solicitation of purchasers of Offered Shares pursuant to Rule 506(b) of Regulation D.
B. Representations, Warranties and Covenants of the Agents

Each Agent represents and warrants to and covenants and agrees with the Company that:

(1) It acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. It has offered and sold and will offer and sell the Offered Shares only (i) outside the United States in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) in the United States as provided in this Schedule A. Accordingly, neither the Agents, nor the U.S. Affiliate(s), nor any of their affiliates, nor any persons acting on its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule A, have made or will make (x) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States or (y) any sale of Offered Shares unless, at the time the buy order was or will have been originated, the purchaser is (A) outside the United States or (B) the Agent, its U.S. Affiliate and any other person acting on any of their behalf reasonably believe that such purchaser is outside the United States.
(2) It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares, except with its U.S. Affiliate(s), any Selling Firms, or with the prior written consent of the Company.
(3) It shall require its U.S. Affiliate(s) and any Selling Firms to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate(s) and any Selling Firms comply with, the provisions of this Schedule A as if such provisions applied to such persons.

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(4) All offers and sales of the Offered Shares to U.S. Purchasers by the Agents or its U.S. Affiliate(s) will be effected by the U.S. Affiliate(s) in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate(s) are, and will be on the date of each such offer or sale of Offered Shares, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and members of and in good standing with the Financial Industry Regulatory Authority, Inc.
(5) Any offer, sale or solicitation of an offer to buy Offered Shares that has been made or will be made by the Agent or its U.S. Affiliate(s) to U.S. Purchasers, was or will be made only to (i) Qualified Institutional Buyers or Accredited Investors pursuant to and in accordance with the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) under the U.S. Securities Act (offers and sales to Accredited Investors have been and will be made in accordance with Rule 506(b) of Regulation D under the U.S. Securities Act) and applicable U.S. state securities laws, and (ii) persons outside the United States in Offshore Transactions that are exempt from registration pursuant to Rule 903 of Regulation S.
(6) It will provide each offeree of Offered Shares in the United States a copy of the U.S. Private Placement Memorandum . It will provide each purchaser of Offered Shares pursuant to Rule 506(b) of Regulation D the U.S. Private Placement Memorandum prior to the time of purchase of any Offered Shares.
(7) Prior to any sale of Offered Shares to U.S. Purchasers, it will require each (i) purchaser that is an Accredited Investor to execute and deliver to the Company, the Agents and the U.S. Affiliate, Exhibit II to the U.S. Private Placement Memorandum ; and (ii) purchaser that is Qualified Institutional Buyer to execute and deliver to the Company, the Agents and the U.S. Affiliate, Exhibit I to the U.S. Private Placement Memorandum . It and its U.S. Affiliates have not made offers and sales of Offered Shares to U.S. Purchasers by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
(8) At least one Business Day prior to any sale of Offered Shares pursuant to the Agency Agreement, it shall provide the Company with a list of all U.S. Purchasers, together with their addresses (including state of residence), the number of Offered Shares purchased and the registration and delivery instructions for the Offered Shares.
(9) All U.S. Purchasers of the Offered Shares shall be informed that the Offered Shares have not been and will not be registered under the U.S. Securities Act and applicable state securities laws and are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act.
(10) Neither it nor any person acting on its behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering.
(11) None of it, its U.S. Affiliate(s), any of their respective general partners or managing members, any director or executive officer of any of the foregoing, any other officer of any of the foregoing participating in the offering of the Offered Shares pursuant to Rule 506(b) of Regulation D, or any other officer or employee of any of the foregoing that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers of Offered Shares pursuant to Rule 506(b) of Regulation D (each, a “ Dealer Covered Person ”, and together with the Dealer Covered Persons associated with the other Agents, the “ Dealer

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Covered Persons ”) is subject to any Disqualification Event. Neither it nor its U.S. Affiliate(s) has paid or will pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of Offered Shares pursuant to Rule 506(b) of Regulation D.

(12) At Closing, each Agent (or its U.S. Affiliate) that made offers of Offered Shares to U.S. Purchasers will provide a certificate, substantially in the form of Exhibit A to this Schedule A, relating to the manner of the offer and sale of the Offered Shares to U.S. Purchasers, or will be deemed to have represented that they did not offer or sell Offered Shares to U.S. Purchasers.

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EXHIBIT A TO SCHEDULE A AGENT’S CERTIFICATE

In connection with the purchase in the United States of common shares (the “ Securities ”) of Kits Eyecare Ltd. (the “ Company ”) pursuant to the Agency Agreement dated January 12, 2021, among the Company and the Agents named therein (the “ Agency Agreement ”), the undersigned Agents and the placement agent in the United States for such Agents (the “ U.S. Affiliate ”) do hereby certify to the Company as follows:

(1) All offers and sales of the Securities to U.S. Purchasers by us were effected by or through the undersigned U.S. Affiliate.
(2) The U.S. Affiliate is, and at all relevant times was, a duly registered broker or dealer with the United States Securities and Exchange Commission and under the laws of each applicable state of the United States (unless exempted from the respective state’s brokerdealer registration requirements) and is a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and the date on which each offer was made by it in the United States, and all offers and sales of the Securities to U.S. Purchasers by us have been effected by the U.S. Affiliate in compliance with all U.S. federal and state securities (including broker-dealer) laws.
(3) Immediately prior to making any offers to any U.S. Purchaser, we had reasonable grounds to believe and did believe that the U.S. Purchaser was either (i) a Qualified Institutional Buyer, or (ii) an Accredited Investor, and, on the date hereof, we continue to believe that each such U.S. Purchaser purchasing Offered Shares through us is either a Qualified Institutional Buyer or an Accredited Investor.
(4) No form of General Solicitation or General Advertising was used by us, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet or any seminar or meeting whose attendees had been invited by General Solicitation or General Advertising, in connection with the offer or sale of the Offered Shares to U.S. Purchasers.
(5) Each U.S. Purchaser was provided with a copy of the U.S. Private Placement Memorandum, and, prior to the sale of Offered Shares to any U.S. Purchaser, each such U.S. Purchaser was provided with a copy of the U.S. Private Placement Memorandum.
(6) Neither we nor the U.S. Affiliate, have taken or will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act.
(7) The offering of the Securities by us has been conducted by us in accordance with the terms of the Agency Agreement including Schedule A thereto.
(8) Neither we, the U.S. Affiliate, nor any Persons acting on our or the U.S. Affiliate’s behalf, have engaged in any Directed Selling Efforts.
(9) Prior to any sale of Securities by us to a U.S. Purchaser, we caused each such purchaser thereof to execute the appropriate Investor Letter in the forms attached to the U.S. Private Placement Memorandum and have received such executed Investor Letters.

Terms used in this certificate have the meanings given to them in the Agency Agreement, including Schedule A thereto, unless otherwise defined herein.

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DATED this __ day of________, 2021.

[AGENT]

By:

Name: [●] Title: [●]

[AGENT’S U.S. AFFILIATE]

By:

Name: [●] Title: [●]

51231919.12

SCHEDULE “B”

LOCKED-UP SHAREHOLDERS

Roger Vincent Hardy 0999849 B.C. Ltd. Yuan Yi Sabrina Liak Joseph Anthony Thompson LD Group Holdings Ltd. Arshil Abdulla Rob Long Nick Bozikis Peter Lee Ted Goldthorpe Anne Kavenaugh 0783648 B.C. Ltd. Abigail Hardy Anthony Kalla Arthur Evrensel Azim Jamal

Bene Certo Holdings Ltd. Bishops University Foundation Bob Disbrow David Brown

Derek Tokarski Dr. James Roger Hardy Emily Hardy Jennifer Leah Hardy John Horton Joseph McInnis Mary J Mcbride

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Michaela Tokarski

Monica Takeno

Murray Mcbride

Rachel Hardy Robert King Ryan Hardy

Steven Bochen

Steven Wallace

The Hardy Family Foundation

The MacLachlan Investment Corporation Timothy Young

Todd Venier Tracy Dabbs Vaclav Pospisil Verne Harnish

51231919.12

SCHEDULE “C”

FORM OF LOCK-UP AGREEMENT

[●] , 2021

Canaccord Genuity Corp. CIBC World Markets Inc. Scotia Capital Inc. Roth Canada, ULC Haywood Securities Inc. Stifel Nicolaus Canada Inc.

Re: Proposed Initial Public Offering by Kits Eyecare Ltd. (the “Company”)

Ladies and Gentlemen:

Reference is made to the prospectus dated January 12, 2021 filed by the Company and the agency agreement (the “ Agency Agreement ”) dated January 12, 2021 between Canaccord Genuity Corp. (“ Canaccord ”) and CIBC World Markets Inc., Scotia Capital Inc., Roth Canada, ULC, Haywood Securities Inc. and Stifel Nicolaus Canada Inc. (together with Canaccord, the “ Agents ”) and the Company relating to the initial public offering of common shares (“ Common Shares ”) in the capital of the Company (the “ Offering ”).

The undersigned is or may become the registered and/or beneficial owner of certain securities of the Company or securities convertible into or exchangeable or exercisable therefor.

For purposes of this agreement, “ Subject Securities ” shall mean all present and after acquired (i) Common Shares of the Company, and (ii) any other security of the Company convertible into or exercisable or exchangeable for other equity securities of the Company.

The undersigned recognizes that the Offering will be of benefit to the undersigned and the Company. The undersigned acknowledges that the Agents are and will be relying on the representations and agreements of the undersigned contained herein in carrying out the Offering and in entering into the Agency Agreement with the Company with respect to the Offering.

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that it will not, whether for its own account or for the account of another, and will cause any spouse, immediate family member or immediate family member of the spouse or the undersigned living in the undersigned’s household, or any trust of which any of the foregoing individuals are beneficiaries, to not in any manner, without the prior written consent of Canaccord on behalf of the Agents, not to be unreasonably withheld, for a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the closing of the Offering, directly or indirectly, (i) issue, offer or sell or grant any option, warrant, or other right to purchase or agree to issue or sell (including without limitation any short sale, put option or call option), or otherwise lend, transfer, assign or dispose of Subject Securities, whether currently owned or hereafter acquired, directly or indirectly, either of record or beneficially by the undersigned (or such spouse or family member) or with respect to which the undersigned (or such spouse or family member) has or hereafter acquires the power of disposition, or file or cause the Company to prepare or file any preliminary prospectus or prospectus under Canadian securities laws or any offering memorandum or

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other offering document with respect to any of the foregoing; (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Subject Securities, whether any such swap or transaction is to be settled by delivery of Subject Securities, in cash or otherwise; (iii) publicly announce an intention to do any of the foregoing; or (iv) act jointly or in concert with any third party with respect to any of the matters set forth hereinabove.

The foregoing paragraph shall not apply to: (A) transfers to any immediate family member of the undersigned, provided the recipient thereof agrees in writing with the Agents to be bound by the terms of this agreement; (B) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Agents to be bound by the terms of this agreement; (C) transfers to any nominee or custodian where there is no change in beneficial ownership of the Subject Securities; (D) the exercise of an option or other convertible security; (E) pursuant to a bona fide third party take-over bid made to all shareholders of the Company or an arrangement, amalgamation or similar transaction provided that in the event that the take-over bid or acquisition transaction is not completed, any Subject Securities held by the undersigned shall remain subject to the restrictions contained in this agreement; or (F) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned, provided that such transferee agrees in writing with the Agents to be bound by the terms of this agreement. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned.

The obligations of the undersigned under this letter may be waived in writing in whole or part by Canaccord in its sole discretion.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this lock-up letter agreement and that, upon request, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof.

This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned, provided however that the undersigned shall not assign this agreement without the prior written consent of Canaccord, on behalf of the Agents.

This agreement and the rights and obligations of the undersigned shall be governed and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. All matters relating hereto shall be submitted to the court of appropriate jurisdiction in the Province of British Columbia, Canada, for the purpose of this agreement and for all related proceedings.

This agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document.

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DATED this _ day of _____, 2021.

IF YOU ARE AN INDIVIDUAL :

Signature of Shareholder

Print Name of Shareholder

==> picture [252 x 33] intentionally omitted <==

----- Start of picture text -----

Number of Shares Held ____
- OR -
----- End of picture text -----

IF YOU ARE NOT AN INDIVIDUAL (sign by authorized signatory):

Print Name of Corporation or other Entity

By:

Signature of Authorized Signatory

Title of Authorized Signatory (e.g. director, president, secretary, authorized signatory)

Number of Shares Held ____

51231919.12

AI assistant

Kits Eyecare Ltd. — Capital/Financing Update 2021

47986_rns_2021-01-12_04ba6255-5f29-4307-9022-f2dffdede329.pdf

AGENCY AGREEMENT

1. Definitions

2. Appointment of Agents

3.

Compliance with Securities Laws

5. Restrictions on Sale and Certain Other Obligations

6. Marketing Materials

8. Representations as to Prospectus and Prospectus Amendments

9. Additional Representations and Warranties of the Company

10. Representations and Warranties of the Selling Shareholders

11. Covenants of the Company

12. Commercial Copies

13. Change of Closing Date

14. Completion of Distribution

15. Material Change or Change in Material Fact During Distribution

16. Change in Applicable Canadian Securities Laws

17. Agents’ Compensation and Tax Matters

18. Delivery of Offering Price, Offered Shares and Agents’ Compensation

19. Delivery of Offered Shares

20. Conditions to Agents’ Obligations

21. Rights of Termination

22. Indemnity

(b) Notification of Claims

(c) Right of Indemnity in Favour of Others

(d) Retaining Counsel

23. Contribution

(a) Rights of Contribution

(f) Remedy Not Exclusive

24. Expenses

25. Conditions

26. Restrictions on Further Issues or Sales

27. Survival of Representations and Warranties

28. Time

29. Governing Law

30. Notice

31. Authority of the Lead Agent

32. Publicity

33. Agents’ Activities

34. Alternative Transactions

35. Additional Services

36. Right of First Refusal

37. Severability

38. Entire Agreement

39. TSX Group

40. Counterparts

41. U.S. Offers

CANACCORD GENUITY CORP.

CIBC WORLD MARKETS INC.

SCOTIA CAPITAL INC.

ROTH CANADA, ULC

HAYWOOD SECURITIES INC.

STIFEL NICOLAUS CANADA INC.

KITS EYECARE LTD.

0999849 B.C. LTD.

LD GROUP HOLDINGS LTD.

SCHEDULE “A”

UNITED STATES OFFERS AND SALES

EXHIBIT A TO SCHEDULE A AGENT’S CERTIFICATE

[AGENT]

[AGENT’S U.S. AFFILIATE]

SCHEDULE “B”

LOCKED-UP SHAREHOLDERS

SCHEDULE “C”

FORM OF LOCK-UP AGREEMENT

Re: Proposed Initial Public Offering by Kits Eyecare Ltd. (the “Company”)

More from Kits Eyecare Ltd.

Kits Eyecare Ltd. Capital/Financing Update 2021