Martello Technologies Group Inc. - Capital/Financing Update 2021

UNDERWRITING AGREEMENT

March 3, 2021

Martello Technologies Group Inc. 390 March Road Ottawa, ON K2K 0G7

Attention: John Proctor, President and Chief Executive Officer

Dear Sirs:

Based upon and subject to the terms and conditions in this agreement (the “ Underwriting Agreement ”), Paradigm Capital Inc. and Eight Capital (“ Eight ”) (together, the “ Co-Lead Underwriters ”) and PI Financial Corp. (together with the Co-Lead Underwriters, the “ Underwriters ” and each individually, an “ Underwriter ”) hereby offer to purchase from Martello Technologies Group Inc. (the “ Company ”) and the Company hereby agrees to sell to the Underwriters 26,316,000 units (the “ Units ”), each such Unit consisting of one Common Share (as defined herein) and one-half of one Common Share purchase warrant of the Company (each whole Common Share purchase warrant, a “ Warrant ”) at a price (the “ Offer Price ”) of $0.19 per Unit, for aggregate gross proceeds to the Company of $5,000,040.

The Warrants shall be created and issued pursuant to a warrant indenture (the “ Warrant Indenture ”) to be dated as of the Closing Date (as hereinafter defined) between the Company and Computershare Trust Company of Canada (or such other entity as the Company and the Co-Lead Underwriters may agree, acting reasonably) (the “ Warrant Agent ”) in its capacity as warrant agent thereunder. Each Warrant shall entitle the holder thereof to purchase one Common Share (a “ Warrant Share ”) at an exercise price of $0.30 at any time prior to 5:00 p.m. (EST) on the date that is 24 months following the Closing Date (as defined herein).

In addition, the Company hereby grants to the Underwriters an option (the “ Over-Allotment Option ”), exercisable by the Co-Lead Underwriters, on their own behalf and on behalf of the other Underwriters, to purchase up to an additional 3,947,400 Units of the Company, representing 15% of the number of initial Units issued pursuant to the Offering (the “ Additional Units ”), at a price per Additional Unit equal to the Offer Price, for the purposes of covering over-allotments, if any. The Over-Allotment Option may be exercisable by the Underwriters in respect of: (i) Additional Units at the Offer Price; or (ii) additional Common Shares (the “ Additional Shares ”) at a price of $0.185 per Additional Share; or (iii) additional Warrants (the “ Additional Warrants ”) at a price of $0.01 per Additional Warrant; or (iv) any combination of Additional Units and/or Additional Shares and/or Additional Warrants, so long as the aggregate number of Common Shares and Warrants which may be issued under the Over-Allotment Option does not exceed 3,947,400 Common Shares and 1,973,700 Warrants. In the event that the Over-Allotment Option is exercised, any Additional Units, Additional Shares and/or Additional Warrants issued thereunder shall be deemed to form part of the Offering for the purposes hereof and all of the terms and conditions relating to the closing of the Offering shall apply to the Over-Allotment closing. The Over-Allotment Option will be exercisable in whole or in part, at the sole discretion of the Co-Lead Underwriters, for a period of 30 days from the closing of the purchase and sale of the Units, as more particularly described in Section 11. The Units and/or Additional Units and/or Additional Shares and/or Additional Warrants are collectively referred to herein as the “ Offered Securities ”. The offer and sale of the Units, and the offer and sale of the Additional Units and/or Additional Shares and/or Additional Warrants, if any, is collectively referred

to as the “ Offerin g”. The Common Shares and the Additional Shares partially comprising the Units and Additional Units are referred to herein as the “ Offered Shares ”.

The Offered Securities may be distributed in each of the provinces of Ontario, British Columbia and Alberta (the “ Qualifying Jurisdictions ”) by the Underwriters pursuant to the Final Prospectus (as hereinafter defined). Subject to applicable law, including Canadian Securities Laws (as hereinafter defined), and the terms of this Underwriting Agreement, the Offered Securities may also be distributed outside Canada and the United States where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdictions.

In consideration of the Underwriters’ services to be rendered in connection with the Offering, the Company shall pay a commission to the Underwriters (the “ Underwriting Fee ”) of: (a) 7.0% of the gross proceeds of the Offering, including on any exercise of the Over-Allotment Option, but excluding sales of a maximum of $1,000,000 of the Offering to certain directors and officers of the Company or their related entities (the “ President’s List ”) for which the Company shall pay a commission to the Underwriters equal to 3.5%, payable in cash; and (b) that number of compensation options (“ Compensation Options ”) as is equal to 5.0% of the aggregate number of Units sold under the Offering, including on exercise of the Over-Allotment Option, but excluding any Units issued in connection with the President’s List. The Underwriters will receive Compensation Options equal to 2.5% of the number of Units sold to subscribers on the President’s List. Each Compensation Option will carry the right to purchase one Unit at an exercise price equal to the Offering Price and will expire on the date that is 24 months following the Closing Date pursuant to the terms of compensation option certificates (“ Compensation Option Certificates ”) in form and substance satisfactory to the Co-Lead Underwriters and their counsel.

The Underwriters shall have the right to invite one or more investment dealers (each, a “ Selling Firm ”) to form a selling group to participate in the soliciting of offers to purchase the Units, and the Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, provided that in no event shall the Company be responsible for any such compensation in excess of the Underwriting Fee. The Underwriters shall comply, and ensure that any Selling Firm shall agree with the Underwriters to comply, with all applicable laws and with the covenants and obligations given by the Underwriters herein.

Based on the foregoing and upon and subject to the terms and conditions of this Underwriting Agreement, the Underwriters hereby severally, and not jointly, or jointly and severally, in their respective percentages set out in Section 18, offer to purchase the Units, and by its acceptance of the offer constituted by this Underwriting Agreement, the Company agrees to issue and sell to the Underwriters, on the Closing Date, the Units.

The following are the terms and conditions of the agreement between the Company and the Underwriters:

TERMS AND CONDITIONS

Section 1 Definitions and Interpretation

(1) In this Underwriting Agreement :
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“ affiliate ”, “ associate ”, “ material fact ”, “ material change ”, and “ misrepresentation ” shall have the respective meanings ascribed thereto in the Securities Act (Ontario);

“ Business Day ” means any day other than a Saturday, Sunday or statutory or civic holiday in Ontario;

“ Canadian Securities Laws ” mean, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such securities laws together with applicable published instruments, notices and orders of the securities regulatory authorities in the Qualifying Jurisdictions;

“ CDS ” means CDS Clearing and Depository Services Inc.;

“ Closing ” means the completion of the issue and sale of the Units;

“ Closing Date ” means March 18, 2021 or any earlier or later date as may be agreed to by the Company and the Underwriters, each acting reasonably, but in any event not later than the date that is 42 days after the date that a receipt is issued for the Final Prospectus;

“ Common Shares ” means common shares in the capital of the Company as constituted as of the date hereof;

“ Company’s Auditors ” means such firm of chartered accountants as the Company may have appointed or may from time to time appoint as auditors of the Company, including prior auditors of the Company, as applicable;

“ Compensation Options ” means the compensation options forming part of the Underwriting Fee;

“ Compensation Option Certificates ” means the definitive certificates representing the Compensation Options;

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

“ Documents Incorporated by Reference ” means all financial statements, management information circulars, annual information forms, material change reports, business acquisition reports, Marketing Materials or other documents issued by the Company, whether before or after the date of this Underwriting Agreement, that are incorporated by reference, or deemed to be incorporated by reference, into the Preliminary Prospectus, the Final Prospectus or any Supplementary Material;

“ 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.

“ Final Prospectus ” means the (final) short form prospectus, including all of the Documents Incorporated by Reference, prepared by the Company and qualifying the distribution of the Offered Securities and for which a receipt or deemed receipt has been issued by the Ontario Securities Commission (as principal regulator) and each of the other Securities Commissions pursuant to the Passport System;

“ Financial Statements ” means the audited consolidated financial statements of the Company as at and for the years ended March 31, 2020 and 2019, together with the notes thereto and the auditors’ report thereon, and the unaudited financial statements of the Company as at and for the three- and nine-month periods ended December 31, 2020, and 2019 together with the notes thereto;

“ Governmental Authority ” means and includes, without limitation, any national, federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, and any governmental department, commission, board, bureau, agency or instrumentality, including the Securities Commissions;

“ IFRS ” means International Financial Reporting Standards;

“ including ” means including without limitation;

“ Indemnified Party ” has the meaning given to that term in Section 15(1);

“ Lien ” means, other than a Permitted Lien, 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;

“ Marketing Materials ” means, collectively, the template versions of any “marketing materials” (as defined in NI 41-101) used in respect of the Offering;

“ Material Agreement ” means any note, indenture, mortgage or other form of indebtedness and any contract, commitment, agreement (written or oral), joint venture instrument, lease or other document to which the Company or a Subsidiary is a party and which is material to the Company and the Subsidiaries on a consolidated basis;

“ Material Adverse Effect ” means the effect resulting from any event, change, violation, inaccuracy, circumstance or effect that is materially adverse to the business, assets (including intangible assets), capitalization, financial condition, prospects or results of operations of the Company and the Subsidiaries on a consolidated basis, except to the extent of that any such event, change, violation, inaccuracy, circumstance or effect is a result from or arose in connection with: (i) any change in regulatory accounting requirements applicable to public companies in Canada; (ii) any change in (A) global, national or regional political conditions (including the outbreak of war or acts of terrorism); or (B) general economic, business,

regulatory or market conditions; or (C) national or global financial or capital markets; or (iii) any natural disaster;

“ Material Subsidiaries ” means Martello Technologies Corporation, Savision B.V., Martello Technologies Incorporated, NetVitesse SAS, Savision Inc. Savision Canada Limited, GSX Participations SA, GSX Groupware Solutions Inc., and S.A.R.L. GSX Solutions and “ Material Subsidiary ” means any one of them;

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

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

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

“ Offering Documents ” means, collectively, the Preliminary Prospectus, the Final Prospectus, any Prospectus Amendment, and any Supplementary Material;

“ Over-Allotment Closing Date ” means the third Business Day after written notice of exercise of the Over-Allotment Option is delivered to the Company, or any earlier or later date as may be agreed to in writing by the Company and the Underwriters, each acting reasonably but in no event later than 30 days from the Closing Date;

“ Passport System ” means the system and procedures for prospectus filing and review under Multilateral Instrument 11-102 – Passport System adopted by the Securities Commissions (other than the Ontario Securities Commission) and NP 11-202;

“ Permitted Lien ” means a Lien granted by the Company or a Material Subsidiary pursuant to the Vistara Credit Agreement or the Revolving Loan (as defined in the Preliminary Prospectus and the Final Prospectus);

“ person ” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority or other legal entity;

“ Preliminary Prospectus ” means the preliminary short form prospectus of the Company dated March 3, 2021, including all Documents Incorporated by Reference, relating to the distribution of the Offered Securities for which a receipt or deemed receipt has been issued by the Ontario Securities Commission (as principal regulator) and each of the other Securities Commissions pursuant to the Passport System;

“ President’s List ” means the purchasers purchasing Offered Securities who are identified on a “President’s List” as may be agreed to by the Company and the Co-Lead Underwriters in writing, acting reasonably;

“ Prospectus Amendment ” means any amendment to the Preliminary Prospectus or the Final Prospectus prepared and filed by the Company under Canadian Securities Laws in connection with the Offering;

“ Purchasers ” means, collectively, each of the purchasers of Offered Securities arranged for by the Underwriters pursuant to the Offering, including, if applicable, the Underwriters;

“ Securities Commissions ” means the applicable securities commission or regulatory authority in each of the Qualifying Jurisdictions;

“ Standard Listing Conditions ” has the meaning given to that term in paragraph Section 3(3)(c);

“ subsidiary ” means a subsidiary for purposes of the Securities Act (Ontario);

“ Supplementary Material ” means, collectively, any Prospectus Amendment, any amendment to any of the other Offering Documents or any amendment or supplemental prospectus, Marketing Materials or ancillary materials that may be filed by or on behalf of the Company under Canadian Securities Laws relating to the distribution of the Offered Securities;

“ Time of Closing ” means 8:00 a.m. (EST) on the Closing Date or the Over-Allotment Closing Date, as applicable, or any other time on the Closing Date or the Over-Allotment Closing Date, as applicable, as may be agreed to by Company and the Underwriters;

“ Transfer Agent ” means Computershare Trust Company of Canada Inc.;

“ TSXV ” means the TSX Venture Exchange Inc.;

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

“ Warrant ” has the meaning given to such term on the cover page hereto;

“ Warrant Agent ” means Computershare Trust Company of Canada;

“ Warrant Indenture ” means the warrant indenture to be entered into on the Closing Date between the Company and the Warrant Agent in respect of the Warrants; and

“ Warrant Share ” means a Common Share underlying a Warrant.

(2) Headings, etc. The division of this Underwriting Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Underwriting Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Underwriting Agreement.
(3) Currency. Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.
(4) Capitalized Terms. Capitalized terms used but not defined herein have the meanings ascribed to them in the Preliminary Prospectus.

Section 2 Filing of the Preliminary Prospectus and Final Prospectus

(1) As soon as possible after the execution of this Underwriting Agreement, the Company shall
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have prepared and will file under the Canadian Securities Laws the Preliminary Prospectus and other related documents relating to the proposed distribution of the Offered Securities in the Qualifying Jurisdictions, and the Company shall obtain a receipt or deemed receipt therefor from the Ontario Securities Commission (as principal regulator) and each of the other Securities Commissions pursuant to the Passport System dated no later than as of March 3, 2021.

(2) The Company shall use its best efforts to satisfy all comments with respect to the Preliminary Prospectus as soon as possible after receipt of such comments. The Company shall make all best efforts, so that on March 10, 2021 or such earlier or later date as may be agreed to by the Company and the Underwriters, each acting reasonably, it will have prepared and will file under the Canadian Securities Laws the Final Prospectus and other related documents relating to the proposed distribution in the Qualifying Jurisdictions of the Offered Securities, and the Company shall have obtained a receipt or deemed receipt therefor from the Ontario Securities Commission (as principal regulator) and each of the other Securities Commissions pursuant to the Passport System by 5:00 p.m. (EST) on such date.
(3) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Section 13, the Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions.

Section 3 Delivery of Preliminary Prospectus, Final Prospectus and Related Matters

(1) The Company shall deliver without charge to the Underwriters, at those delivery points in the Qualifying Jurisdictions as the Underwriters may reasonably request, as soon as practicable and in any event in the City of Toronto no later than 2:00 p.m. (EST) on the first Business Day after, and to other cities no later than the second Business Day after, a receipt is obtained for the Preliminary Prospectus and Final Prospectus, as applicable, in each of the Qualifying Jurisdictions under the Passport System, and thereafter from time to time during the distribution of the Offered Securities, in such cities in the Qualifying Jurisdictions as the Underwriters shall notify the Company, as many commercial copies of the Preliminary Prospectus and the Final Prospectus (and in the event of any Prospectus Amendment, such Prospectus Amendment) as the Underwriters may reasonably request for the purposes contemplated under Canadian Securities Laws. The Company will similarly cause to be delivered to the Underwriters, in such cities in the Qualifying Jurisdictions as the Underwriters may reasonably request, commercial copies of any Supplementary Material required to be delivered to purchasers or prospective purchasers of the Offered Securities. Each delivery of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material will have constituted and constitute the Company’s consent to the use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Underwriters for the distribution of the Offered Securities in the Qualifying Jurisdictions in compliance with the provisions of this Underwriting Agreement and Canadian Securities Laws.
(2) Each delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material, as applicable, to the Underwriters by the Company in accordance with this
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Underwriting Agreement will constitute the representation and warranty of the Company to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the Preliminary Prospectus, Final Prospectus or Supplementary Material, as applicable), at the respective date of such document:

(a) the information and statements contained in each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material (including, for greater certainty, the Documents Incorporated by Reference therein): (i) are true and correct and contain no misrepresentation; and (ii) constitute full, true and plain disclosure of all material facts relating to the Offered Securities and the Company;
(b) no material fact has been omitted from any of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material, that is required to be stated in the document or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and
(c) each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material complies in all material respects with Canadian Securities Laws.
(3) The Company will also deliver to the Underwriters, without charge, contemporaneously with, or prior to the filing of the Preliminary Prospectus and the Final Prospectus, unless otherwise indicated:
(a) a copy of the Preliminary Prospectus and the Final Prospectus manually signed on behalf of the Company, by the persons and in the form required by Canadian Securities Laws;
(b) a copy of any other document filed with, or delivered to, the Securities Commissions by the Company under Canadian Securities Laws in connection with the Offering, including any Supplementary Material and any document incorporated by reference in the Preliminary Prospectus or Final Prospectus not previously filed on SEDAR;
(c) in the case of the Final Prospectus, evidence satisfactory to the Underwriters of the approval (or conditional approval) of the listing and posting for trading on the TSXV of the Common Shares partially comprising the Offered Securities, and the Warrant Shares issuable upon exercise of the Warrants, subject only to the satisfaction by the Company of customary post-closing conditions imposed by the TSXV in similar circumstances (the “ Standard Listing Conditions ”); and
(d) in the case of the Final Prospectus, “long-form” comfort letters dated the date of the Final Prospectus, in forms and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, from the Company’s Auditors, and based on a review completed not more than two Business Days prior to the date of the letter, with respect to financial and accounting information relating to the Company included and incorporated by reference 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 Securities Commissions and filed with or delivered to the Securities Commissions under Canadian Securities Laws.
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(4) Opinions, comfort letters and other documents substantially similar to those referred to in this Section 3 will be delivered to the Underwriters and the Company, and their respective counsel, as applicable, with respect to any Supplementary Material, contemporaneously with, or prior to the filing of, such Supplementary Material.

Section 4 Material Changes During the Distribution of the Offered Securities

(1) The Company will promptly inform the Underwriters during the period prior to the completion of the distribution of the Offered Securities of the full particulars of:
(a) any material change (whether actual, or to the knowledge of the Company, anticipated, threatened, contemplated, or proposed by, to, or against) (whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, assets, financial condition, capital or prospects of the Company and the Subsidiaries on a consolidated basis, including as a result of any escalation in the severity of the COVID-19 pandemic;
(b) any material fact that has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that fact arisen or been discovered on, or prior to, the date of the Offering Documents, as the case may be; or
(c) any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents, or the existence of any new material fact,

which change or new material fact is, or could reasonably be expected to be, of such a nature as:

(a) to result in any Offering Document, as it exists and considered in its entirety immediately prior to such change or new material fact, containing a misrepresentation;
(b) to result in any Offering Document, as it exists and considered in its entirety immediately prior to such change or new material fact, not complying with any Canadian Securities Laws;
(c) to have a material effect on the market price or value of any of the Common Shares or constitute a Material Adverse Effect; or
(d) would be material to a prospective purchaser of the Offered Securities.
(2) The Company shall comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of other Canadian Securities Laws, and the Company will prepare and will file promptly any Supplementary Material which, in the opinion of the Company, may be necessary, and will, until the distribution of the Offered Securities is complete, otherwise comply with all applicable filing and other requirements under Canadian Securities Laws arising as a result of such fact or change necessary to continue to qualify the Offered Securities for distribution in each of the Qualifying Jurisdictions.
(3) The Company and the Underwriters acknowledge that the Company is required by Canadian Securities Laws to prepare and file a Prospectus Amendment if at any time prior to the completion of the distribution of the Offered Securities the Final Prospectus contains a
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misrepresentation. The Company will promptly prepare and file with the Securities Commissions any amendment or supplement thereto which in the opinion of the Company, acting reasonably, may be necessary or advisable to correct such misrepresentation.

(4) In addition, if, during the period from the date hereof to the later of the Closing Date and the date of the completion of the distribution of the Offered Securities, it shall be necessary to file a Prospectus Amendment to comply with any Canadian Securities Laws, the Company shall, in cooperation with the Underwriters and their counsel, make any such filing as soon as reasonably possible.
(5) In addition to the provisions of Section 4(1) and Section 4(2), the Company will, in good faith, discuss with the Underwriters any change, event, development or fact, contemplated, anticipated, threatened, or proposed in Section 4(1) and Section 4(2) that is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under Section 4 and will consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission until the Underwriters and their legal counsel have been given a reasonable opportunity to review and approve such material, acting reasonably.

Section 5 Due Diligence

Prior to the filing of the Preliminary Prospectus and the Final Prospectus and, if applicable, prior to the filing of any Supplementary Material, the Underwriters and their legal counsel will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the Company and its business operations, properties, assets, affairs and financial condition. In particular, the Underwriters shall be permitted to conduct all due diligence that they may require in order to fulfil their obligations under Canadian Securities Laws to responsibly sign a certificate for a Final Prospectus and, in that regard, the Company will make available to the Underwriters and their legal counsel, on a timely basis, all corporate and operating records, material contracts, financial information, budgets, key officers, and other relevant information necessary in order to complete the due diligence investigation of the Company and its business, properties, assets, affairs and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Underwriters may conduct, to participate in one or more due diligence sessions to be held prior to the filing of the Final Prospectus or to the filing of any Supplementary Material. It shall be a condition precedent to the Underwriters’ execution of any certificate in any Offering Document that the Underwriters be satisfied, acting reasonably, as to the form and content of the document. The Underwriters shall not unreasonably withhold or delay the execution of any such Offering Document required to be executed by the Underwriters and filed in compliance with Canadian Securities Laws for the purpose of the Offering.

Section 6 Conditions of Closing

The Underwriters’ obligations under this Underwriting Agreement (including the obligation to complete the purchase of the Units) shall be subject to the representations and warranties of the Company contained in this Underwriting Agreement being accurate as of the date of this Underwriting Agreement and as of the Closing Date, to the Company having performed all of its obligations under this Underwriting Agreement and to the following additional conditions:

(1) Opinion of Company Counsel. The Underwriters shall have received at the Closing Time a
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legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters (and, if required for opinion purposes, counsel to the Underwriters) from Perley-Robertson, Hill & McDougall LLP/s.r.l., counsel to the Company, as to the laws of Canada and the Qualifying Jurisdictions where sales of Shares have occurred, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than those jurisdictions in which PerleyRobertson, Hill & McDougall LLP/s.r.l. is qualified to practice (or alternatively make arrangements to have such opinions directly addressed to the Underwriters) and 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:

(a) as to the existence of the Company under the laws of its jurisdiction of incorporation and as to the corporate power and capacity of the Company to own and lease property and assets and carry on activities as described in the Prospectus and to execute, deliver and perform its obligations under this Underwriting Agreement, the Warrant Indenture and the Compensation Option Certificates;
(b) as to the existence of each of Martello Technologies Corporation, Martello Technologies Incorporated, Savision B.V., Savision Canada Limited, Savision Inc., GSX Participations SA, and GSX Groupware Solutions Inc. under the laws of its jurisdiction of incorporation or formation and as to its corporate power and capacity to own and lease property and assets and carry on activities as described in the Prospectus;
(c) as to the authorized and issued capital of the Company (which may be based on the confirmation of the Company’s register and transfer agent);
(d) as to the authorized and issued share capital and registered holders of Martello Technologies Corporation, Martello Technologies Incorporated, Savision B.V., Savision Canada Limited, Savision Inc., GSX Participations SA, and GSX Groupware Solutions Inc.;
(e) that all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions;
(f) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture and the Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities, to create and issue the Compensation Options, and to issue the Warrant Shares issuable upon the exercise of the Warrants in accordance with the terms of the Warrant Indenture;
(g) that all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Underwriting Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities, to create and issue the Compensation Options, and to issue the Warrant Shares issuable
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upon the exercise of the Warrants in accordance with the terms of the Warrant Indenture;

(h) that this Underwriting Agreement, the Warrant Indenture and the Compensation Options have been duly executed and delivered by the Company and each 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;
(i) that the execution and delivery of this Underwriting Agreement, the Warrant Indenture and the Compensation Options and the performance of the Company’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with (and will not give rise to the acceleration of the maturity of any indebtedness or other material liabilities or obligations under):
(i) any of the terms, conditions or provisions of the articles or by-laws or resolutions of the board of directors or the shareholders of the Company; or
(ii) any law, statute, rule or regulation of the Province of Ontario or of Canada applicable to the Company;
(j) that the Offered Shares have been duly authorized and are validly issued by the Company and are outstanding as fully paid and non-assessable Common Shares of the Company;
(k) that the Warrants have been duly authorized by the Company and that, upon their issuance in accordance with the terms of the Warrant Indenture, will constitute legally binding agreements of the Company, enforceable in accordance with the terms of the Warrant Indenture;
(l) that the Warrant Shares issuable upon exercise of the Warrants (including any Warrant Shares issuable upon exercise of the Warrants underlying the Compensation Options (the “ Compensation Warrants ”)) have been reserved for issuance by the Company and, upon the payment of the exercise price therefor in accordance with the terms of the Warrant Indenture, shall be validly issued as fully paid and nonassessable Common Shares;
(m) that the Compensation Options have been duly authorized by the Company and that, upon their issuance in accordance with the terms of the Compensation Option Certificates, will constitute legally binding agreements of the Company, enforceable in accordance with the terms of the Compensation Option Certificates;
(n) that the Common Shares issuable upon exercise of the Compensation Options have been reserved for issuance by the Company and, upon the payment of the exercise price therefor in accordance with the terms of the Compensation Option Certificates, shall be validly issued as fully paid and non-assessable Common Shares;
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(o) all necessary documents having been filed, all requisite proceedings have been taken and all approvals, permits, authorizations and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions having been obtained by the Company to qualify the distribution of the Offered Securities and the Warrant Shares, through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws;
(p) the issue by the Company of the Warrant Shares to the holders of Warrants (including any Warrant Shares issuable upon exercise of Compensation Warrants) upon their exercise pursuant to the terms of the Warrant Indenture being exempt from, or not subject to, the prospectus requirements of Canadian Securities Laws and no prospectus or other documents being required to be filed, proceedings taken or approvals, permits, consents or authorizations required to be obtained under Canadian Securities Laws (other than such as will have already been filed or obtained) to permit such issue;
(q) the issue by the Company of the Common Shares to the holders of Compensation Options upon their exercise pursuant to the terms of the Compensation Option Certificates being exempt from, or not subject to, the prospectus requirements of Canadian Securities Laws and no prospectus or other documents being required to be filed, proceedings taken or approvals, permits, consents or authorizations required to be obtained under Canadian Securities Laws (other than such as will have already been filed or obtained) to permit such issue;
(r) the first trade in, or resale of, the Common Shares issuable upon exercise of the Compensation Options and the Warrant Shares issuable upon exercise of the Warrants (including any Warrant Shares issuable upon exercise of Compensation Warrants) being exempt from, or not subject to, the prospectus requirements of Canadian Securities Laws and no prospectus or other documents being required to be filed, proceedings taken or approvals, permits, consents or authorizations required to be obtained under Canadian Securities Laws (other than such as will have already been filed or obtained) to permit such trade, provided that the trade will not be a “control distribution” (as defined in National Instrument 45-102 – Resale of Securities) and the Company is a reporting issuer at the time of the trade;
(s) that the attributes of the Common Shares conform in all material respects with the description of the Common Shares in the Final Prospectus;
(t) that the form and terms of the certificates representing the Common Shares, Warrants and Compensation Options have been approved and adopted by the Company’s board of directors and the comply with the provisions of the articles and by-laws of the Company and the requirements of the Canada Business Corporations Act and the TSXV;
(u) that the statements under the headings “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” in the Preliminary Prospectus and the Final Prospectus are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein;
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(v) that Computershare Trust Company of Canada at its principal offices in the city of Toronto has been duly appointed as the transfer agent and registrar for the Common Shares of the Company;
(w) that Computershare Trust Company of Canada at its principal offices in the city of Toronto has been duly appointed as the warrant agent for the Warrants under the Warrant Indenture;
(x) the Common Shares partially comprising the Offered Securities, the Warrant Shares (including any Warrant Shares issuable upon exercise of Compensation Warrants), and the Common Shares issuable upon exercise of the Compensation Options, having been conditionally approved for listing on the TSXV, subject to the fulfilment of the requirements of such exchange;
(y) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as in default of any requirement of the Canadian Securities Laws in any of the Qualifying Jurisdictions; and
(z) as to any other legal matters reasonably requested by the Underwriters.
(2) Corporate Certificate. The Underwriters shall have received at the Time of Closing a certificate, dated as of the Closing Date, signed by the Secretary of the Company, or such other officer(s) of the Company as the Underwriters may agree, certifying for and on behalf of the Company, to the best of the knowledge, information and belief of the person(s) so signing, with respect to: (a) the articles and by-laws of the Company; (b) the resolutions of the Company’s board of directors relevant to the issue and sale of the Offered Securities by the Company and the authorization of this Underwriting Agreement, the Warrant Indenture, the Compensation Option Certificates and the other agreements and transactions contemplated herein; and (c) the incumbency and signatures of the signing officer(s) of the Company;
(3) Closing Certificate. The Company shall have delivered to the Underwriters, at the Time of Closing, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Company, or such other officers as the Underwriters may agree, certifying for and on behalf of the Company, and not in their personal capacities, after having made due inquiries, with respect to the following matters:
(a) the Company having complied with all the covenants and satisfied all the terms and conditions of this Underwriting Agreement on its part to be complied with and satisfied at or prior to the Time of Closing;
(b) no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Offered Securities or any other securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or by any regulatory authority;
(c) subsequent to the respective dates as at which information is given in the Final Prospectus, there having not occurred a Material Adverse Effect, or any change or
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development involving a prospective Material Adverse Effect, other than as disclosed in the Final Prospectus or any Supplementary Material, as the case may be;

(d) no material change relating to the Company and the Subsidiaries on a consolidated basis having occurred since the date hereof, with respect to which the requisite material change report has not been filed and no such disclosure having been made on a confidential basis that remains confidential;
(e) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with Canadian Securities Laws; and
(f) the representations and warranties of the Company contained in this Underwriting Agreement and in any certificates of the Company delivered pursuant to or in connection with this Underwriting Agreement, being true and correct as at the Time of Closing, with the same force and effect as if made on and as at the Time of Closing, immediately prior to giving effect to the transactions contemplated by this Underwriting Agreement;
(4) Certificate of Transfer Agent. The Company having delivered to the Underwriters at the Time of Closing a certificate of the Transfer Agent, certifying as to the number of Common Shares issued and outstanding on the Business Day prior to the Closing Date;
(5) Bring Down Auditor Comfort Letters. The Company having caused the Company’s Auditors to deliver to the Underwriters comfort letters, dated the Closing Date, in forms and substance satisfactory to the Underwriters, acting reasonably, bringing forward to the date which is two Business Days prior to the Closing Date, the information contained in the comfort letter referred to in Section 3(3)(d).
(6) Certificate of Status. The Underwriters shall have received a certificate of status (or the equivalent) in respect of the Company and each of the Material Subsidiaries issued by the appropriate regulatory authority in each jurisdiction under which the Company and the Material Subsidiaries exist to the extent such concept applies in the relevant jurisdiction;
(7) Insider Lock-Ups. The Company shall use its commercially reasonable efforts to cause its executive officers and directors to execute an undertaking (in a form satisfactory to the CoLead Underwriters acting reasonably) in favour of the Underwriter that such executive officer or director will not, for a period commencing on the Closing Date and ending 90 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other securities of the Company convertible into, exchangeable for or exercisable to acquire, shares, directly or indirectly, unless (i) they first obtain the prior consent of the Co-Lead Underwriters, such consent not to
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be unreasonably withheld or delayed, (ii) there occurs a take-over bid, arrangement or similar transaction involving the acquisition of the Company, or (iii) pursuant to the exercise of options, warrants or other convertible securities existing on the date hereof;

(8) Board Approval. The Company’s board of directors shall have authorized and approved the execution and delivery of this Underwriting Agreement the creation and issuance of the Offered Securities and the Compensation Options, and all matters relating thereto;
(9) Due Diligence. The Underwriters shall be satisfied, in their sole discretion, with their due diligence review of the Company.
(10) No Termination. The Underwriters not having exercised any rights of termination set forth in Section 13;
(11) Other Documentation. The Underwriters having received at the Time of Closing such further opinions, certificates and other documentation from the Company as may be contemplated herein or as the Underwriters may reasonably require, provided, however, that the Underwriters shall request any such opinion, certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Company to obtain and deliver such certificate or document.

Section 7 Representations and Warranties of the Company

(1) The Company represents and warrants to the Underwriters as of the date hereof, and acknowledges that the Underwriters are relying upon each of such representations and warranties in completing the Closing, that:
(a) except as otherwise disclosed in the Prospectus or publicly disclosed by the Company, since March 31, 2020: (i) there has been no 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 and its subsidiaries taken as a whole; (ii) there have been no transactions entered into by the Company or any of its subsidiaries which are material with respect to the Company and its subsidiaries 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;
(b) the Company is a corporation existing under the laws of Canada and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is currently carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect;
(c) each of the Material Subsidiaries is a corporation existing under the laws of its jurisdiction of formation and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is currently carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect;
(d) the Company has the requisite corporate power, authority and capacity to enter into this Underwriting Agreement, the Warrant Indenture and the Compensation Option
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Certificates and to perform its obligations hereunder and thereunder (including the execution and delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Materials and the filing of each of them with the Securities Commissions) and each of the Company and the Material Subsidiaries has the requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on its business as currently carried on or as proposed to be carried on;

(e) the Company has authorized share capital consisting of an unlimited number of Common Shares, of which 269,823,056 Common Shares are issued and outstanding as of the date hereof. As of the date hereof, 17,854,992 Common Shares have been reserved for issuance in respect of stock options and 47,275,507 Common Shares have been reserved for issuance is respect of warrants of the Company which are outstanding;
(f) other than the pre-emptive right held by Ho Industries SAS, pursuant to the share purchase agreement dated April 28, 2020, no person, firm or corporation has any agreement, option, warrant or other right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Company of any unissued securities of the Company, except hereunder or as disclosed in this Underwriting Agreement and the Final Prospectus;
(g) all of the issued and outstanding Common Shares of the Company have been duly and validly authorized and issued, and are fully paid and non-assessable shares of the Company, and none of the outstanding common shares of the Company were issued in violation of pre-emptive or similar rights of any securityholder of the Company;
(h) on or prior to Closing Time, the issuance of the Offered Securities shall be duly authorized. Upon receipt of payment therefor, the Shares shall be validly issued as fully paid and non-assessable Common Shares;
(i) all necessary corporate action has been taken or will have been taken prior to the Time of Closing by the Company so as to validly issue and sell the Offered Securities and the Warrant Shares, and to issue the Compensation Options, as contemplated hereby;
(j) the Offered Shares and the Warrant Shares have been, or prior to the Time of Closing will be, duly and validly authorized for issuance and, upon receipt by the Company of the purchase price therefor, will be validly issued as fully paid and non-assessable Common Shares and will not have been issued in violation of or subject to any preemptive rights or contractual rights to purchase securities issued by the Company, and all statements made in the Preliminary Prospectus describing such Common Shares are accurate in all material respects;
(k) the Warrants and the Compensation Options have been, or prior to the Time of Closing will be, duly and validly authorized for issuance by the Company;
(l) all of the issued and outstanding shares of the Material Subsidiaries are owned (either directly or indirectly) by the Company, free and clear of all Liens, and have been
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duly and validly authorized and issued by the Material Subsidiaries, and are fully paid and non-assessable shares of the Material Subsidiaries;

(m) other than: (i) the shares of the Material Subsidiaries; (ii) the shares of Elfiq Inc. (“ Elfiq ”); (iii) 1,350 common shares of Adaptiv Networks Inc. (“ Adaptiv ”) issued to Elfiq as part of the consideration for the July 22, 2020 sale of substantially all of the assets of Elfiq to Adaptiv; and (iv) other investments of unallocated funds in short term investment grade debt obligations, the Company does not own, directly or indirectly, any shares or any other equity or debt securities of any corporation or company or have any equity interest in any firm, partnership (limited, general or otherwise), limited liability company, unlimited liability company, joint venture, association or other entity;
(n) the Financial Statements have been prepared in conformity with IFRS applicable to publicly accountable enterprises applied on a consistent basis throughout the periods involved and present fairly in all material respects the financial position, statements of comprehensive income/loss, changes in shareholders’ equity and cash flows of the Company as at the dates of and for the periods referred to in such statements;
(o) none of the Company or any of its subsidiaries has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except: (i) as disclosed or contemplated in the Prospectus; or (ii) as incurred in the ordinary course of business by the Company or its subsidiaries, as the case may be, and which do not have a Material Adverse Effect;
(p) other than as publicly disclosed by the Company, no acquisition has been made by the Company during its three most recently completed fiscal years that would be a significant acquisition for the purposes of Canadian Securities Laws, and no proposed acquisition by the Company has progressed to a state where a reasonable person would believe that the likelihood of the Company completing the acquisition is high and that, if completed by the Company at the date of the Final Prospectus, would be a significant acquisition for the purposes of Canadian Securities Laws, in each case, that would require prescribed disclosure in the Prospectus pursuant to such laws;
(q) the Company maintains a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles applicable to publicly accountable enterprises. The Company is not aware of any material weakness in its internal controls over financial reporting. The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurances that information required to be disclosed by the Company under Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified under Canadian Securities Laws and to ensure that information required to be disclosed by the Company under Canadian Securities Laws is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure;
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(r) no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm’s length with, the Company or any of its subsidiaries has engaged in any material transaction or arrangement with or will be a party to a material contract with, or has any indebtedness, liability or obligation to, the Company or any of its subsidiaries that will continue after the Closing, except as disclosed in the Prospectus, or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Company or any of its Material Subsidiaries;
(s) except as would not have a Material Adverse Effect, none of the Company or any of its Material Subsidiaries is in breach or violation of, and the execution and delivery of this Underwriting Agreement and the performance by the Company of its obligations hereunder 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 any term or provision of the constating documents or by-laws of the Company or a Material Subsidiary, as the case may be, or any resolution of the directors or shareholders of the Company or a Material Subsidiary, as the case may be, or any material contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence or regulation applicable to the Company or a Material Subsidiary, as the case may be, and will not give rise to any Lien in or with respect to the properties or assets now owned or hereafter acquired by the Company or a Material Subsidiary or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting any of them or any of their properties or assets;
(t) no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority or other person is required of the Company in connection with the execution and delivery of or with the performance by the Company of its obligations under this Underwriting Agreement, except as disclosed in the Prospectus or as required by Canadian Securities Laws with regard to the distribution of the Units, if any, in the Qualifying Jurisdictions;
(u) neither the Company nor any of its Material Subsidiaries is aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would have a Material Adverse Effect;
(v) this Underwriting Agreement and the performance of the Company’s obligations hereunder (including the execution and delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Materials and the filing of each of them with the Securities Commissions) have been duly authorized by all necessary corporate action and no other corporate proceedings or the part of the Company are required to authorize this Underwriting Agreement. This Underwriting 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;
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(w) at the Time of Closing, the execution and delivery of the Warrant Indenture and the Compensation Option Certificates and the performance of the transactions contemplated thereby will have been duly authorized by all necessary corporate action of the Company and the Warrant Indenture and Compensation Option Certificates will have been executed and delivered by the Company and will constitute a valid and binding obligations of the Company, enforceable against the Company in accordance with their 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;
(x) the form of certificate for the Common Shares, Warrants and Compensation Options has been approved by the board of directors of the Company and adopted by the Company and complies with all legal and stock exchange requirements and will not conflict with the Company’s by-laws or constating documents;
(y) there are no shareholders’ agreements, voting agreements, investors’ rights agreements or other agreements in force or effect which in any manner affects or will affect the voting or control of any of the securities of the Company or its subsidiaries or the operations or affairs of the Company or its subsidiaries;
(z) the attributes attaching to the Offered Securities when issued will be consistent in all material respects with the description of the Offered Securities in the Prospectus;
(aa) no securities commission, stock exchange or comparable authority has issued any order: (i) requiring trading in any of the Company’s securities to cease; (ii) preventing or suspending the use of the Preliminary Prospectus, the Final Prospectus, or any Supplementary Materials; or (iii) preventing the distribution of the Offered Securities in any Qualifying Jurisdiction, nor instituted proceedings for that purpose and, to the knowledge of the Company, no such proceedings are pending or contemplated;
(bb) Computershare Trust Company of Canada Inc., at its principal office in the City of Toronto, has been duly appointed as registrar and transfer agent for the Common Shares;
(cc) 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 Company’s knowledge, threatened (and the Company does not know of any basis therefor) against, or involving the assets, properties or business of, the Company or any of the Material Subsidiaries, nor are there any matters under discussion with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority, and to the Company’s knowledge there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, taxes, governmental charges, orders or assessments, which, in each case, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect or which questions the validity of the issuance, sale or delivery of the Offered Securities or the validity
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of any other action taken or to be taken by the Company or any of its subsidiaries in connection with this Underwriting Agreement, the invalidity of which action would have a Material Adverse Effect;

(dd) the issued and outstanding Common Shares are listed and posted for trading on the TSXV under the symbol “MTLO” and the Company has applied to list the Common Shares partially comprising the Offered Securities, the Warrant Shares (including any Warrant Shares issuable upon exercise of Compensation Warrants), and the Common Shares issuable upon exercise of the Compensation Options for trading on the TSXV, subject to the satisfaction of customary conditions required by such exchange;
(ee) except for the formal written consent of the TSXV and the issuance or deemed issuance of receipts for the Final Prospectus from the Securities Commissions, there are no third-party consents required to be obtained in order for the Company to complete the offering;
(ff) Deloitte LLP is independent of the Company within the meaning of the Rules Professional Conduct of the Chartered Professional Accountants of Ontario;
(gg) the Company’s audit committee’s responsibilities and composition comply with National Instrument 52-110 - Audit Committees , as such instrument applies to “venture issuers”;
(hh) (i) all tax returns required to be filed by the Company and its subsidiaries on or prior to the date hereof have been filed, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto, due or claimed to be due have been paid, other than non-material amounts or those being contested in good faith and for which adequate reserves have been provided, and neither the Company nor any of its subsidiaries is a party to any agreement, waiver or arrangement with any taxing authority, other than as disclosed to the Underwriters, which relates to any extension of time with respect to the filing of any tax returns, any payment of taxes or any assessment thereof; (ii) there is no tax deficiency which has been asserted against the Company or any of its subsidiaries which would have a Material Adverse Effect, and all material tax liabilities are adequately provided for in accordance with IFRS within the Financial Statements of the Company; (iii) there are no assessments or investigations in progress, pending or, to the knowledge of the Company, threatened, against the Company in respect of taxes; (iv) there are no Liens for taxes upon the assets of the Company; and (v) all scientific research and experimental development (“ SR&ED ”) tax incentives applied for by the Company or its subsidiaries are bona fide and the Company has no knowledge that Canada Revenue Agency will disallow, reassess or reduce any SR&ED incentives applied for by or previously granted to the Company or its subsidiaries;
(ii) except for discussions or negotiations in the ordinary course of business, the Company is not currently party to any agreement in respect of: (i) the purchase of any material assets or any interest therein or the sale, transfer or other disposition of any material assets or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares or otherwise; or (ii) the change of
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control of the Company (whether by sale or transfer of shares or sale of all or substantially all of the assets of the Company or otherwise);

(jj) each of the Company and its subsidiaries has conducted and is conducting its business in compliance, in all material respects, with all applicable laws, rules and regulations of each jurisdiction in which it currently carries on business and neither the Company nor any of its subsidiaries has received any notice of any alleged violation of any such laws, rules and regulations;
(kk) each of the Company and its subsidiaries possess such permits, licences, approvals, consents and other authorizations (collectively, “ Governmental Licences ”) issued by Governmental Authorities necessary to conduct the business now operated by them, except where the failure to so possess would not, individually or in the aggregate, have a Material Adverse Effect and all such Governmental Licences are valid and existing and in good standing. Each of the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licences, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect;
(ll) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect; (i) neither the Company nor any of its subsidiaries is in violation of any Environmental Laws; (ii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements; and (iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Company or its subsidiaries, and 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;
(mm) (i) each of the Company and its subsidiaries is in compliance, in all material respects, with the provisions of all applicable federal, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours (collectively, “ Employment Laws ”); (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened with any employee of the Company or its subsidiaries that would have a Material Adverse Effect, and, to the knowledge of the Company, none has occurred during the past year; and (iii) no union has been accredited or otherwise designated to represent any employees of the Company or any of its subsidiaries and, to the knowledge of the Company, no accreditation request or other representation question is pending with respect to the employees of the Company or any of its subsidiaries, and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Company or any of its subsidiaries’ facilities and none is currently being negotiated by the Company or any of its subsidiaries;
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(nn) no existing supplier or contractor of the Company or any of the Material Subsidiaries has indicated that it intends to terminate its relationship with the Company or such Material Subsidiary or that it will be unable to meet the Company’s or such Material Subsidiary’s supply or contracting requirements;
(oo) to the knowledge of the Company, no existing customer whose business is, individually or in the aggregate, material to the business of the Company and its subsidiaries, is or has indicated that it intends to change its relationship or the terms upon which it conducts business with the Company or such Material Subsidiary. Any such business relationships are, to the knowledge of the Company, intact and mutually cooperative, and there exists no condition or state of fact or circumstances that would prevent the Company or the Material Subsidiaries from conducting such business with any such customers in the same manner in all material respects as currently conducted or proposed to be conducted;
(pp) the Company and its Material Subsidiaries have appropriate measures and safeguards in place to seek to protect personal information it collects from customers and other parties from illegal or unauthorized access or use by its personnel or third parties or access or use by its personnel or third parties in a manner that violates the privacy rights of third parties. The Company and the Material Subsidiaries have complied, in all material respects, with all applicable privacy and consumer protection legislation and neither has collected, received, stored, disclosed, transferred, used, misused or permitted unauthorized access to any information protected by privacy laws, whether collected directly or from third parties, in an unlawful manner. The Company and its Material Subsidiaries have taken all reasonable steps to protect personal information against loss or theft and against unauthorized access, copying, use, modification, disclosure or other misuse;
(qq) neither the Company nor any of the Material Subsidiaries is in default or breach, in any material respect, of any real property lease, and neither the Company nor any of the Material Subsidiaries has received any notice or other communication from the owner or manager of any real property leased by the Company or any of the Material Subsidiaries that the Company or such Material 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;
(rr) the Company maintains such policies of insurance, issued by responsible insurers, as are appropriate to its operations, property and assets, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets; and neither the Company nor any of its Material Subsidiaries is in default as to the payment of premiums or otherwise, under the terms of any such policy;
(ss) each of the Company and its subsidiaries has good and marketable title to all of its assets and property and, except for the sale of inventory in the ordinary course of business, no person has any contract or any right or privilege capable of becoming a right to purchase any personal property from the Company or any of its subsidiaries that would have a Material Adverse Effect;
(tt) neither the Company nor any of the Material Subsidiaries own any real property;
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(uu) except as disclosed in the Prospectus, none of the Company or any of its subsidiaries have outstanding any debentures, notes, mortgages, or other indebtedness that is material to the Company and its subsidiaries taken as a whole;
(vv) except as disclosed in the Prospectus, (i) each of the Company and the Material Subsidiaries owns all rights in or has obtained valid and enforceable licenses or other rights to use, the patents, patent applications, inventions, copyrights, technology, know-how (including trade secrets and other proprietary or confidential information), trade-marks (both registered and unregistered), trade names or any other material intellectual property (collectively, “ Intellectual Property ”), as described in the Final Prospectus as being owned or licensed by the Company or such Material Subsidiary or which is used for the conduct of the Company’s business as currently carried on and proposed to be carried on, free and clear of any Lien or other adverse claims or interest of any kind or nature affecting the assets of the Company; (ii) to the extent any Intellectual Property owned by the Company or a Material Subsidiary has been created in whole or in part by current or past employees, consultants or independent contractors, any rights therein of such persons have been irrevocably assigned in writing to the Company and, as applicable, such persons have waived all moral rights in such person’s contribution to such Intellectual Property or component thereof; (iii) there are no third parties who have or, to the knowledge of the Company, will be able to establish rights to any Intellectual Property owned or licensed by the Company or a Material Subsidiary or rights in the subject matter of such Intellectual Property; (iv) to the knowledge of the Company there is no infringement by third parties of any Intellectual Property owned, licensed or commercialized by the Company; (v) the Company has no knowledge of any Intellectual Property held by others that would prevent the development, manufacture, use, sale, lease, license and service of products now existing or under development by the Company or a Material Subsidiary, other than those sourced from third parties; (vi) 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 rights in or to any Intellectual Property or the validity or scope of any Intellectual Property owned, licensed or commercialized by the Company and the Material Subsidiaries, and the Company is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding or claim; (vii) there is no action, suit, proceeding or claim pending or, to the knowledge of the Company, threatened by others that the Company or a Material Subsidiary infringes or otherwise violates any Intellectual Property of others; (viii) the Company has not failed to diligently prosecute any application and maintain any application or registration, or comply with any agreement or order of any court which would prevent it from owning, using or commercializing any Intellectual Property currently used, commercialized or proposed to be used or commercialized in the conduct of its business; (ix) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property owned or licensed by the Company or a Material Subsidiary; (x) to the knowledge of the Company, there is no prior art that may render any material patent application owned by the Company or a Material Subsidiary unpatentable that has not been disclosed or that may have been required to be disclosed to the U.S. Patent and Trademark Office, the Canadian Intellectual Property Office, or any other patent office in any relevant jurisdiction for which it has submitted a material patent application, as the case may be; (xi) except as previously disclosed to the Underwriters, the Company is not aware of any opinion
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of a patent agent or patent attorney, whether preliminary in nature or in any other manner qualified, relating to the ability of the Company to obtain or sustain valid patent rights to any invention developed by the Company; (xii) there is no application for registration of any Intellectual Property owned by the Company or a Material Subsidiary with respect to which there has been a determination of unregisterability, and the Company is not aware of any fact which could form a reasonable basis for such determination; and (xiii) to the Company’s knowledge, all trade secrets and other confidential proprietary information forming part of or in relation to the Intellectual Property being owned or licensed by the Company and the Material Subsidiaries is and remains confidential to the Company or the Material Subsidiary, as the case may be (except for patentable inventions after the filing under applicable laws of patent applications relating to such inventions and in accordance with such applicable laws);

(ww) the minute books and corporate records of the Company and its subsidiaries made available to Cassels Brock & Blackwell LLP, counsel to the Underwriters, in connection with the Underwriters’ due diligence investigations are the original minute books and records or true and complete copies thereof and contain copies of all proceedings of the shareholders, the boards of directors and all committees of the boards of directors of each of such entities that have been minuted or resolved and there have been no other meetings, resolutions or proceedings of the shareholders, boards of directors or any committee thereof to the date of review of such corporate records and minute books not reflected in such minute books and other corporate records, other than those which are not material in the context of such entities, as applicable;
(xx) the operations of the Company and its subsidiaries are and have been conducted at all times in compliance with the anti-money laundering 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 agency to which they are subject (collectively, the “ Anti-Money Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened;
(yy) none of the Company or any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of any such persons, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department;
(zz) neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, any action which constitutes stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities;
(aaa) any statistical and market-related data included in the Final Prospectus is based on or derived from sources that the Company believes to be reliable and accurate;
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(bbb) other than as contemplated hereby, there is no person acting at the request of the Company who is entitled to any brokerage or agency fee in connection with the sale of the Offered Securities;
(ccc) to the knowledge of the Company, no insider of the Company has a present intention to sell any securities of the Company held by it;
(ddd) the Company intends to apply the net proceeds from the issue and sale of the Offered Securities substantially in accordance with the disclosure set out under the heading “Use of Proceeds” in the Final Prospectus;
(eee) the Company is qualified under National Instrument 44-101 – Short Form Prospectus Distributions to file a prospectus in the form of a short form prospectus;
(fff) the Company is a reporting issuer in each of the Qualifying Jurisdictions, is not in default of any requirement under Canadian Securities Laws and is in compliance, in all material respects, with the by-laws, rules, policies and regulations of the TSXV. The Company has not filed any confidential material change report which remains confidential as of the date hereof;
(ggg) no statement contained in any document which has been publicly filed and/or disseminated by the Company pursuant to any Canadian Securities Laws contained a misrepresentation as at the date of public filing or dissemination; and
(hhh) with respect to forward-looking information contained in or incorporated by reference in the Final Prospectus and any Supplementary Materials: (i) the Company has a reasonable basis for the forward-looking information; and (ii) all material forward-looking information is identified as such and identifies applicable material risk factors that could cause actual results to differ materially from the forwardlooking information, and the material factors or assumptions used to develop forward-looking information are accurately stated.

Section 8 Additional Covenants of the Company

(1) In addition to any other covenant of the Company set forth in this Underwriting Agreement, the Company covenants with the Underwriters that:
(a) Stock Exchange Listing. The Company will file or cause to be filed with the TSXV all necessary documents and will take commercially reasonable steps to ensure that the Common Shares partially comprising the Offered Securities, the Warrant Shares (including any Warrant Shares issuable upon exercise of Compensation Warrants), and the Common Shares issuable upon exercise of the Compensation Options have been approved (or conditionally approved) for listing and for trading on the TSXV, prior to the filing of the Final Prospectus with the Securities Commissions, subject only to satisfaction by the Company of the Standard Listing Conditions, and the Company shall thereafter use its reasonable best efforts to fulfil the Standard Listing Conditions within the time period prescribed by the TSXV;
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(b) Other Filings. The Company will make all necessary filings, use commercially reasonable efforts to obtain all necessary regulatory consents and approvals (if any) and the Company will pay all filing fees required to be paid in connection with the transactions contemplated in this Underwriting Agreement;
(c) Press Releases. Subject to compliance with applicable law, any press release of the Company during the period of distribution of the Offered Securities will be provided in advance to Underwriters, and any press release shall include the following legend: “ Not for distribution to United States newswire services or for dissemination in the United States ”;
(d) Marketing Materials.
(i) To the extent applicable, during the distribution of the Offered Securities:
- (A) the Company shall prepare, in consultation with the Co-Lead Underwriters, and approve in writing, prior to the time any Marketing Materials are provided to potential investors, a template version of such Marketing Materials reasonably requested to be provided by the Underwriters to any potential purchaser of Offered Securities, such Marketing Materials to comply with Canadian Securities Laws and be acceptable in form and substance to the Underwriters and their counsel, acting reasonably, and approved in writing by the Co-Lead Underwriters on behalf of the Underwriters as contemplated by the Canadian Securities Laws;
- (B) the Company shall file a template version of the Marketing Materials approved in writing by the Company and the Co-Lead Underwriters on behalf of the Underwriters and in any event on or before the day that the Underwriters advise that the Marketing Materials are first provided to any potential purchaser of Offered Securities; and
- (C) any comparables (as defined in Part 13 of NI 41-101) shall be removed from the template version in accordance with NI 44-101 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 by the Company as required by the Canadian Securities Laws.
(ii) Following the approvals and filings set forth in Section 8(1)(d)(i), the Underwriters may provide a “limited-use version” (as defined in NI 41-101) of such Marketing Materials to potential purchasers of Offered Securities in accordance with Canadian Securities Laws; and
(iii) During the distribution of the Offered Securities, the Company and the Underwriters, on a several basis, covenant and agree:
- (A) not to provide any potential purchaser of Offered Securities with any Marketing Materials unless a template version of such Marketing
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Materials has been or will be filed by the Company with the Securities Commissions on or before the day such Marketing Materials are first provided to any potential purchaser of Offered Securities;

(B) not to provide any potential purchaser with any materials or information in relation to the distribution of the Offered Securities or the Company other than: (A) such Marketing Materials for which the template versions thereof have been approved and filed in accordance with Section 8(1)(d)(i); (B) the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in accordance with this Underwriting Agreement; and (C) any standard term sheets approved in writing by the Company and the Co-Lead Underwriters; and
(C) that any Marketing Materials for which the template versions thereof have been approved and filed in accordance with Section 8(1)(d)(i) and any standard term sheets approved in writing by the Company and the Co-Lead Underwriters, shall only be provided to potential investors in the Qualifying Jurisdictions;
(e) Use of Proceeds. The Company confirms its intention to use the net proceeds from the purchase and sale of the Offered Securities in accordance with the descriptions set forth under the heading “Use of Proceeds” in the Preliminary Prospectus;
(f) Standstill Period. During the period commencing on the date hereof and ending on the day which is 90 days following the Closing Date, the Company shall not, directly or indirectly, without the prior written consent of the Co-Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld, directly or indirectly, issue, sell, offer, grant an option or rights in respect of, or otherwise dispose of any Common Shares or securities convertible or exchangeable into Common Shares, or agree or announce any intention to do any of the foregoing except pursuant to: (i) the Offering; (ii) the exercise of options issued pursuant to the Company’s stock option plan outstanding as of the date hereof; (iii) the exercise of options or warrants outstanding as at the date hereof; (iv) the exercise of a preemptive right pursuant to the Company’s agreement dated April 28, 2020 to acquire 100% of the shares of GSX Participations SA; or (v) in connection with the bona fide acquisition by the Company of the shares or assets of other corporations or entities, with such lock-up obligation running from the date hereof; and
(g) Maintenance of Listing. The Company shall use its commercially reasonable efforts to maintain the listing of its Common Shares on the TSXV for a period of at least 24 months following the Closing Date so long as the Company meets the minimum listing requirements of the TSXV, provided that this covenant shall not prevent: (i) the Company from completing any transaction which would result in the Company graduating to the Toronto Stock Exchange or another senior stock exchange; (ii) any merger, acquisition or takeover bid; or (iii) the directors of the Company from complying with their fiduciary duties to the Company.
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Section 9 Covenants of the Underwriters

(1) The Underwriters hereby severally represent, warrant and covenant and agree with the Company as follows:
(a) The Underwriters and all brokers, dealers and Selling Firms they involve in the Offering shall conduct the Offering in compliance with all applicable laws and are duly registered in accordance with such laws. During the period of distribution of the Offered Securities by or through the Underwriters or a Selling Firm, the Underwriters will offer and sell, and the Underwriters will require any Selling Firm to agree to offer and sell, the Offered Securities to the public only in the Qualifying Jurisdictions or where they may lawfully be offered for sale or sold and as described in the Offering Documents. For the purposes of this paragraph 9(1)(a), the Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Jurisdiction where a receipt for the Final Prospectus has been issued.
(b) The Underwriters will comply with, and will require any Selling Firm to agree to comply with, the Underwriting Agreement in connection with the offer to sell and the distribution of the Offered Securities.
(c) The Underwriters, and any Selling Firm appointed hereunder, will use their reasonable best efforts to complete the distribution of the Offered Securities as promptly as possible after the Time of Closing. The Underwriters will notify the Company as soon as possible when, in the Underwriters’ opinion, the Underwriters and the Selling Firms have ceased the distribution of the Offered Securities and, within 30 days after completion of the distribution, will provide the Company, in writing, with a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions where that breakdown is required by a Securities Commission for the purpose of calculating fees payable to, or making filings with, that Securities Commission.
(d) Upon the Company obtaining the necessary receipts therefor in each Qualifying Jurisdiction, the Underwriters shall deliver one copy of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material to each of the Purchasers within one Business Day of receipt thereof.
(2) No Underwriter shall be liable to the Company under this Section 9 with respect to a default by any of the other Underwriters.

Section 10 Closing

(1) Location of Closing . The Closing will be completed at the offices of Perley-Robertson, Hill & McDougall LLP/s.r.l. in Ottawa, Ontario at the Time of Closing on the Closing Date or at such other place as the Underwriters and the Company may agree.
(2) Certificates. At the Time of Closing on the Closing Date, subject to the terms and conditions contained in this Underwriting Agreement, the Company shall deliver to the Co-Lead Underwriters, on behalf of the Underwriters, the Units via electronic deposit or represented by definitive certificates representing the Common Shares and Warrants comprising the Units registered in the name of “CDS & Co.” or in such other name as the Co-Lead Underwriters
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may direct the Company in writing not less than 48 hours prior to the Time of Closing, against payment of the aggregate purchase price for the Units in lawful money of Canada by wire transfer or, if permitted by applicable law, by certified cheque or bank draft payable at par in the City of Toronto and payable to the Company or as it may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Common Shares and Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Common Shares and Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Units to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting.

(3) Underwriting Fee. The Company will, at each Time of Closing and upon such payment of the aggregate purchase price to the Company, make payment in full of the Underwriting Fee which will be made by the Company (i) directing the Underwriters to withhold the cash component of the Underwriting Fee and the reasonable expenses of the Underwriters payable pursuant to Section 17 from the payment of the aggregate purchase price of the Offered Securities issued and sold on the Closing Date or the Over-allotment Closing Date, as applicable, and (ii) issuing to the Underwriters such number of Compensation Options as the Underwriters are entitled to pursuant to the Underwriting Fee, to be registered and delivered as directed by the Co-Lead Underwriters on behalf of the Underwriters at least two days prior to Closing.

Section 11 Over-Allotment Option

(1) The Company hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, the Over-Allotment Option to purchase the Additional Units and/or Additional Shares and/or Additional Warrants (collectively, the “ Additional Securities ”) at the offering price set forth on the cover page of this Underwriting Agreement. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (EST) on the 30th day following the Closing Date. The Co-Lead Underwriters, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, by delivering written notice to the Company (the “ Over-Allotment Notice ”) specifying the number of Additional Securities which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, which shall be a date that is not less than three Business Days and not more than seven Business Days after the date of the Over-Allotment Notice (such date to be specified by the Underwriters and agreed to by the Company), pay to the Company the aggregate purchase price for the Additional Securities so purchased by wire transfer, certified cheque or bank draft in Canadian currency payable at par in Toronto, Ontario against delivery of one or more certificates in definitive form representing the Additional Securities, registered in the name of “CDS & Co.” or in such other name as the Co-Lead Underwriters on behalf of the Underwriters may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Additional Securities as book-entry only securities in accordance with the “noncertificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Additional Shares and/or Additional Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Additional Securities to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Over-Allotment Closing Date to permit such crediting. The applicable terms, conditions and provisions of this
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Underwriting Agreement (including, without limitation, the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Co-Lead Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Additional Securities pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Co-Lead Underwriters.

(2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price(s) and to the number of Additional Securities issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.
(3) The Over-Allotment Option may be exercised solely for the purpose of covering the overallocation position (as such concept is defined in National Instrument 41-101 – General Prospectus Requirements) of the Underwriters created in connection with the offering of the Units.

Section 12 Compensation of the Underwriters

In consideration of the Underwriters’ services to be rendered in connection with the Offering, the Company shall pay to the Underwriters at the Time of Closing on the Closing Date the Underwriting Fee equal to (a) 7.0% of the gross proceeds of the Offering, excluding sales of a maximum of $1,000,000 of the Offering to purchasers on the President’s List, for which the Company shall pay a commission to the Underwriters equal to 3.5%, payable in cash; and (b) that number of Compensation Options as is equal to 5.0% of the aggregate number of Units sold under the Offering, excluding any Units issued in connection with the President’s List, for which the Underwriters will receive Compensation Options equal to 2.5% of the number of Units sold. Each Compensation Option will carry the right to purchase one Unit at an exercise price equal to the Offering Price and will expire on the date that is 24 months following the Closing Date pursuant to the terms of the Compensation Option Certificates in form and substance satisfactory to the Co-Lead Underwriter and their counsel. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the issue and sale of any Additional Securities purchased pursuant to the exercise of the OverAllotment Option on the Over-Allotment Closing Date.

Section 13 Termination Rights

(1) All terms and conditions set out in this Underwriting Agreement shall be construed as conditions. The Company shall use commercially reasonable efforts to cause all conditions in this Underwriting Agreement to be satisfied. It is understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any subsequent breach or noncompliance, provided that to be binding on the Underwriters, any such waiver or extension must be in writing.
(2) In addition to any other remedies which may be available to the Underwriters (or any of them) in respect of any default, act or failure to act, or non-compliance with the terms of this Underwriting Agreement by the Company, the Underwriters (or any of them) shall be entitled, at their option, to terminate and cancel, without any liability on the part of the
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Underwriters, their obligations under this Underwriting Agreement to purchase the Units by giving written notice to the Company and to the other Underwriters (if applicable) at any time after the date hereof and prior to the Time of Closing:

(a) material change - there shall be, in the opinion of the Underwriters, a material change or a change in any material fact or a new material fact shall arise which would be expected to have a material adverse change or effect on the business, affairs, prospects or financial condition of the Company or the market price or value or marketability of the Common Shares, or any other securities of the Company; or
(b) cease trade - any order to cease or suspend trading in any securities of the Company or prohibiting or restricting the distribution of any securities of the Company is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, the TSXV or any other competent authority, and has not been rescinded, revoked or withdrawn;
(c) disaster out - (i) there is an inquiry, action, investigation or other proceeding (whether formal or informal) commenced, announced or threatened or an order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation, the TSXV or any securities regulatory authority, in relation to the Company or any one of its officers or directors (except for any inquiry, action, suit, proceeding, investigation or order based upon activities of the Underwriters and not upon activities of the Company), which in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or materially restrict the distribution or trading of the Offered Securities or, which in the reasonable opinion of Underwriters (or any of them), materially and adversely affects or would be reasonably expected to materially and adversely affect the market price or value of the Common Shares; or (ii) there should develop, occur or come into effect any event, action, state, condition or major financial occurrence of national or international consequence, including without limitation, any escalation in the severity of the COVID-19 pandemic after March 3, 2021, accident, act of terrorism, public protest, governmental law or regulation which in the sole opinion of the Underwriters (or any of them), acting reasonably, adversely and materially affects or may adversely and materially affect the financial markets or the business, affairs, prospects or financial condition of the Company or the market price or value or marketability of the Common Shares; or
(d) breach - the Company is in material breach of a term, condition or covenant of this Underwriting Agreement, or any representation or warranty given by the Company in this Underwriting Agreement becomes or is false in any material respect.
(3) If the obligations of the Underwriters under this Underwriting Agreement are terminated pursuant to the termination rights in this Section 13, the liability of the Company to the Underwriters shall be limited to the obligations under Section 15, Section 16 and Section 17.
(4) The right of the Underwriters (or any of them) to terminate their obligations under this Underwriting Agreement is in addition to any other remedies they may have in respect of any rights contemplated by the Underwriting Agreement. A notice of termination given by one Underwriter under this Section 13 shall not be binding upon the other Underwriters.
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Section 14 Survival of Representations and Warranties

All representations, warranties, covenants and agreements herein contained or contained in any documents delivered pursuant to this Underwriting Agreement and in connection with the transaction of purchase and sale herein contemplated shall survive the purchase and sale of the Offered Securities and the termination of this Underwriting Agreement and shall continue in full force and effect for the benefit of the Underwriters and/or the Company, as the case may be, in accordance with applicable law, regardless of the Closing of the Offering, any subsequent disposition of the Offered Shares and/or the Warrants comprising the Offered Securities, and any investigation by or on behalf of the Underwriters with respect thereto for a period ending on the later of: (a) the date that is three years following the Closing Date, and (b) the latest date under Canadian Securities Laws that an action may be commenced or a right of rescission may be exercised with respect to a misrepresentation contained in the Final Prospectus or, if applicable, any Supplementary Material. Notwithstanding the foregoing, the provisions contained in this Underwriting Agreement in any way related to indemnification or contribution obligations shall survive and continue in full force and effect, indefinitely.

Section 15 Indemnity

(1) The Company covenants and agrees to protect, indemnify, and save harmless, each of the Underwriters and/or their respective affiliates and subsidiaries, and each other person, if any, controlling any of the Underwriters and/or each and every one of the directors, officers, employees, partners, shareholders and agents of the Underwriters (individually, an “ Indemnified Party ” and collectively, the “ Indemnified Parties ”) harmless from and against any and all expenses, losses (excluding loss of profits of the Indemnified Party), fees, claims, actions (including shareholder actions, derivative actions or otherwise), costs, damages, obligations, or liabilities, whether joint or several (including, without limitation, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, known investigations or claims, and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any actual or threatened action, suit, proceeding, known investigation or claim that may be made against any Indemnified Party or in successfully enforcing this indemnity) as a result of any third party claims, proceedings or legal actions to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expense, losses, claims, actions, costs, damages or liabilities relate to, are caused by, result from, arise out of, or are based upon, directly or indirectly, upon the performance of professional services rendered to the Company by the Indemnified Parties (or any of them), or otherwise in connection with the matters referred to herein, including, without limitation, the following:
(a) any information or statement (except for information or statement relating solely to the Underwriters) contained in the Offering Documents (including, for greater certainty, in any documents incorporated by reference therein), which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any omission or any alleged omission to state therein any fact or information (except facts or information relating solely to the Underwriters) required to be stated therein or necessary to make any of the statements therein not misleading in light of the circumstances in which they are made;
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(b) the omission or alleged omission to state in any certificate of the Company or an of the officers of the Company delivered in connection with the Offering any material fact (except facts or information relating solely to the Underwriter) required to be stated therein where such omission or alleged omission constitutes or is alleged to constitute a misrepresentation;
(c) any order made, or inquiry, investigation or proceeding commenced by any securities regulatory authority, stock exchange or by any other competent authority based upon any misrepresentation (as defined in the Securities Act (Ontario)), or alleged misrepresentation (except a misrepresentation relating solely to the Underwriters) in the Offering Documents (except any document or material delivered or filed solely by the Underwriters) based upon any failure or alleged failure to comply with Canadian Securities Laws (other than any failure or alleged failure to comply by the Underwriters) preventing and restricting the trading in or the sale of the shares of the Company in any province of Canada;
(d) the non-compliance or alleged non-compliance by the Company with any material requirement of applicable Canadian Securities Laws, including the Company’s noncompliance with any statutory requirement to make any document available for inspection; or
(e) material breach of any representation, warranty or covenant contained in this Underwriting Agreement or the failure of the Company to comply in all material respects with any of its obligations hereunder.
(2) Notwithstanding Section 15(1), the indemnification in Section 15(1) does not and shall not apply to the Underwriters to the extent that the Company has complied with any obligation to amend the Offering Documents and deliver such amended Offering Documents to the Underwriters for delivery to prospective investors and the Underwriters have not provided to the person asserting any expense, loss, claim, action, cost, damage or liability contemplated by this indemnity a copy of the Offering Documents or any amended Offering Documents, which corrects any misrepresentation, untrue statement or omission, or alleged misrepresentation, untrue statement or omission which is the basis of such expense, loss, claim, action, cost, damage or liability and which is required, under applicable securities laws, to be delivered to such person.
(3) The Company hereby waives any right the Company may have of first requiring that an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity.
(4) The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:
- (a) An Indemnified Party has been grossly negligent, acted with wilful misconduct, has committed any fraudulent act in the course of the performance or has breached the terms of this Underwriting Agreement; and
- (b) the expenses, losses, claims, actions, costs damages or liabilities as to which indemnification is claimed, were caused directly by the gross negligence, wilful misconduct or fraudulent act or breach referred to in (a).
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(5) The Company agrees that in case any action, suit, proceeding or claim shall be brought against the Company and/or any Indemnified Party by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Company and/or any other Indemnified Party and such Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of this Underwriting Agreement, the engagement of the Underwriters hereinunder, the performance of professional services rendered to the Company by the Underwriters and their personnel hereinunder or otherwise in connection with the matters referred to in this Underwriting Agreement, such Indemnified Party shall have the right to employ its own counsel in connection therewith (which for purposes hereof shall be limited to one counsel representing all of such Indemnified Parties), and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse such Indemnified Party for time spent by its, or any of its affiliates, directors, officers, employees, partners or Underwriters in connection therewith) and reasonable out-of-pocket expenses incurred by its personnel in connection therewith shall be paid by the Company as they occur and upon receipt of satisfactory evidence thereof. The Company also agrees to reimburse an Indemnified Party for the reasonable time spent by its personnel in connection with any action, suit, proceeding, claim or investigation for which the Company has agreed to indemnify such Indemnified Party hereunder.
(6) Promptly after receipt of notice of the commencement of any legal proceeding against any Underwriter or any personnel of an Underwriter or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Company, an Indemnified Party will notify the Company in writing of the particulars. The omission to so notify the Company shall not relieve the Company of any liability which the Company may have to any Indemnified Party except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Company would otherwise have under this indemnity had an Indemnified Party not so delayed in giving or failed to give the notice required hereunder.
(7) The Company shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. Upon the Company notifying the Underwriters in writing of its election to assume the defence and retaining counsel, the Company shall not be liable to the Underwriters for any legal expenses subsequently incurred by it in connection with such defence. If such defence is assumed by the Company, the Company throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters advised of the progress thereof and will reasonably discuss with the Underwriters all significant actions proposed.
(8) Notwithstanding subsection 15(7), any Indemnified Party shall have the right, at the Company’s expense, to employ counsel of such Indemnified Party’s choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Company; or (ii) the Company has not assumed the defence and employed counsel therefor within 30 days after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Company has advised the Indemnified Party that representation of both parties by the same counsel would be
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inappropriate for any reason, including without limitation because there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Company (in which event and to that extent, the Company shall not have the right to assume or direct the defence on the Indemnified Party’s behalf) or that there is a conflict of interest between the Company and the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set for the herein (in either of which events the Underwriters shall not have the right to assume or direct the defence on the Indemnified Party’s behalf). In connection therewith, the reasonable fees and expense (on normal commercial terms) of counsel retained by the Indemnified Party (which for purposes hereof shall be limited to one counsel representing all of the Indemnified Parties) as well as the reasonable costs (including an amount to reimburse the Indemnified Party for time spent by its personnel at its normal per diem rates) shall be paid by the Company as they occur.

(9) No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the express consent of the Indemnified Parties affected. No admission of liability shall be made and the Company shall not be liable for any settlement of any action, suit, proceeding, claim or investigation without its express consent.
(10) The Company hereby waives all rights which it may have by statue or common law to recover contribution from the Indemnified Parties in respect of losses, claims, costs, damages, expenses or labilities which any of them may suffer or incur directly or indirectly by reason of or in consequence of a document containing a misrepresentation; provided, however, that such waiver shall not apply in respect of losses by reason of or in consequence of any misrepresentation which is based upon or results from information or statements furnished by or relating solely to Indemnified Parties.
(11) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Co-Lead Underwriters, shall obtain and hold the right and benefit of the indemnity provisions hereunder in trust for and on behalf of such Indemnified Party.
(12) The indemnity and contribution obligations of the Company shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties and shall be biding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Company, and the Indemnified Parties.

Section 16 Contribution

In the event that the indemnity provided for in Section 15 is declared by a court of competent jurisdiction to be illegal or unenforceable as being contrary to public policy or for any other reason, the Underwriters and the Company shall contribute to the aggregate of all expenses, losses, claims, damages, liabilities or actions of the nature provided for above such that each Underwriter shall be responsible for that portion represented by the percentage that the portion of the Underwriting Fee payable by the Company to such Underwriter bears to the aggregate purchase price for the Offered Securities, whether or not the Underwriters have been sued together or separately, and the Company shall be responsible for the balance, provided that, in no event, shall an Underwriter be responsible for any amount in excess of the portion of the Underwriting Fee actually received by such Underwriter. In the event that the Company may be held to be entitled to contribution from the Underwriters under the provisions of any statute or law, the Company shall be limited to contribution

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in an amount not exceeding the lesser of: (a) the portion of the full amount of expenses, losses, claims, damages, expenses, liabilities or actions giving rise to such contribution for which such Underwriter is responsible; and (b) the amount of the Underwriting Fee actually received by any Underwriter. Notwithstanding the foregoing, a person guilty of gross negligence or wilful misconduct by a final judicial determination shall not be entitled to contribution from any other party. Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 16, notify such party or parties from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation it may have otherwise under this Section 16, except to the extent that the party from whom contribution may be sought is materially prejudiced by such omission. The right to contribution provided herein shall be in addition and not in derogation of any other right to contribution which the Underwriters may have by statute or otherwise by law.

Section 17 Expenses

The Company will be responsible for all costs and expenses related to the Offering, whether or not it is completed, including all fees and disbursements of its legal counsel, accountants and auditors, expenses related to road shows and marketing activities, printing costs, filing fees, taxes thereon and all reasonable out-of-pocket expenses of the Underwriters (including reasonable fees of their legal counsel, disbursements of their legal counsel, taxes on such fees and disbursements of legal counsel, and the Underwriters’ travel expenses in connection with due diligence and marketing meetings). Costs and expenses of the Underwriters, assuming Closing of the Offering, shall be payable by the Company to the Co-Lead Underwriters, on behalf of the Underwriters, at the Time of Closing. In the event that the Closing does not occur, the costs and expenses of the Underwriters shall be payable by the Company immediately upon receiving an invoice therefor from the Underwriters.

Section 18 Liability of the Underwriters

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

Paradigm Capital Inc. Eight Capital PI Financial Corp.	65% 30% 5%
	100%

(2) If an Underwriter (a “ Refusing Underwriter ”) shall not complete the purchase and sale of the Units (the “ Defaulting Securities ”) which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “ Continuing Underwriters ”) shall be entitled, at their option within 36 hours, to purchase or make arrangements to purchase all but not less than all of the Defaulting Securities, pro rata according to the number of Units to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If, however, the Continuing Underwriters do not elect to purchase the balance of the Units within 36 hours pursuant to the foregoing: (a) if the number of Defaulting Securities does not exceed 10% of the Units, the Continuing-Underwriters shall be obligated to purchase all but not less than all of the Defaulting Securities, pro rata according to the number of Units to
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have been acquired by the Continuing Underwriters hereunder; (b) if the number of Defaulting Securities exceeds 10% of the Units, the Continuing Underwriters may, but shall not be obliged to, purchase any of the Defaulting Securities, and if the Continuing Underwriters do not elect to purchase the Defaulting Securities (i) the Continuing Underwriters will not be obliged to purchase any of the Defaulting Securities; (ii) the Company shall not be obliged to sell less than all of the Units; and (iii) the Company shall be entitled to terminate its obligations under this Underwriting Agreement, in which event there shall be no further liability on the part of the Company or the Continuing Underwriters, except pursuant to the provisions of Section 15, Section 16 and Section 17.

Section 19 Action by Underwriters.

All steps which must or may be taken by the Underwriters in connection with this Underwriting Agreement, with the exception of the matters relating to termination contemplated by Section 13 or as otherwise specified herein, may be taken by the Co-Lead Underwriters, on behalf of the Underwriters, and the execution of this Underwriting Agreement by the Company shall constitute the Company’s authority for accepting notification of any such steps from, and for delivering the definitive documents constituting the Offered Securities to, or to the order of, the Co-Lead Underwriters.

Section 20 Governing Law

This Underwriting Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the parties irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.

Section 21 Notices

All notices or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by facsimile to such other party as follows:

(a) to the Company at:

Martello Technologies Group Inc. 390 March Road Ottawa, Ontario K2K 0G7 Attention: John Proctor

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

Perley-Robertson, Hill & McDougall LLP/s.r.l. 1400-340 Albert Street Ottawa, Ontario K1R 0A5

Attention: Robert Kinghan Facsimile No.: 613.238.2022

(b) to the Underwriters at:

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Paradigm Capital Inc. 95 Wellington St W, Suite 2101 Toronto, Ontario M5J 2N7

Attention: Barry Richards Facsimile No.: 416.361.6050

Eight Capital 100 Adelaide St W, Suite 2900 Toronto, Ontario M5H 1S3

Attention: Michelle Goh Facsimile No.: 416.365.2443

PI Financial Corp. 40 King Street West Suite 3401, Scotia Plaza Toronto, ON M5H3Y2 Attention: Vay Tham Facsimile No.: 647.789.2417

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

Cassels Brock & Blackwell LLP 40 King Street West Suite 2100, Scotia Plaza Toronto, Ontario M5H 3C2

Attention: Sean Maniaci Facsimile No.: 416.860.6466

or at such other address or facsimile number as may be given by any of them to the others in writing from time to time and such notices or other communications shall be deemed to have been received when personally delivered or, if delivered by facsimile, on the date of receipt (with receipt confirmed) provided notice or communication is received prior to 5:00 p.m. (recipient’s time) on a Business Day or, in any other case, on the next Business Day after such notice or other communication has been delivered by facsimile.

Section 22 Counterpart Signature

This Underwriting Agreement may be executed in one or more counterparts (including counterparts by facsimile or other electronic means), which together shall constitute an original copy hereof as of the date first noted above.

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Section 23 Time of the Essence

Time shall be of the essence in this Underwriting Agreement.

Section 24 Severability

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

Section 25 Entire Agreement

This Underwriting Agreement constitutes the entire agreement between the Underwriters and the Company relating to the subject matter hereof and supersedes all prior agreements between the Underwriters and the Company relating to the Offering, including the provisions of the engagement letter between the Company and Paradigm Capital Inc. dated and reconfirmed as of February 25, 2021.

Section 26 Obligations of the Underwriters

In performing their respective obligations under this Underwriting Agreement, the Underwriters shall be acting severally and not jointly nor jointly and severally. Nothing in this Underwriting Agreement is intended to create any relationship in the nature of a partnership, or joint venture between the Underwriters. The Company hereby acknowledges that (i) the purchase and sale of the Offered Securities pursuant to this Underwriting Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and each of the Underwriters and any affiliate through which it may be acting, on the other, (ii) each of the Underwriters is acting as principal and not as an agent or fiduciary of the Company, and (iii) the Company’s engagement of each of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity.

Section 27 Confidentiality

All information furnished, before or after the date of this Underwriting Agreement, to the Underwriters and its legal advisors and representatives in connection with the Underwriters’ due diligence investigation will be treated by the Underwriters and their legal counsel and representatives as strictly confidential, subject to any applicable laws and regulations which may require disclosure, and will be used only in connection with the Underwriters’ engagement under this Underwriting Agreement.

Section 28 Market Stabilization

In connection with the distribution of the Offered Securities, the Underwriters (or any of them) may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by applicable Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.

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Section 29 Effective Date

This Underwriting Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

[Remainder of Page Left Blank Intentionally]

If the Company is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Underwriting Agreement where indicated below and delivering the same to the Underwriters.

Yours very truly,

PARADIGM CAPITAL INC.

By: (s) Barry Richards Name: Barry Richards Title: Managing Director

EIGHT CAPITAL

By: (s) Michelle Goh Name: Michelle Goh Title: Principal, Managing Director

PI FINANCIAL CORP.

By: (s) Vay Tham Name: Vay Tham Title: Managing Director

The foregoing accurately reflects the terms of the transaction that we are to enter into and such terms are agreed to.

ACCEPTED as of this 3[rd] day of March, 2021.

MARTELLO TECHNOLOGIES GROUP INC. By: (s) John Proctor Name: John Proctor Title: President and CEO

AI assistant

Martello Technologies Group Inc. Capital/Financing Update 2021

44193_rns_2021-03-03_08393f1f-3d49-4b8e-acf2-646bdf224c15.pdf

UNDERWRITING AGREEMENT

Attention: John Proctor, President and Chief Executive Officer

TERMS AND CONDITIONS

Section 1 Definitions and Interpretation

Section 2 Filing of the Preliminary Prospectus and Final Prospectus

Section 3 Delivery of Preliminary Prospectus, Final Prospectus and Related Matters

Section 4 Material Changes During the Distribution of the Offered Securities

Section 5 Due Diligence

Section 6 Conditions of Closing

Section 7 Representations and Warranties of the Company

Section 8 Additional Covenants of the Company

Section 9 Covenants of the Underwriters

Section 10 Closing

Section 11 Over-Allotment Option

Section 12 Compensation of the Underwriters

Section 13 Termination Rights

Section 14 Survival of Representations and Warranties

Section 15 Indemnity

Section 16 Contribution

Section 17 Expenses

Section 18 Liability of the Underwriters

Section 19 Action by Underwriters.

Section 20 Governing Law

Section 21 Notices

Section 22 Counterpart Signature

Section 23 Time of the Essence

Section 24 Severability

Section 25 Entire Agreement

Section 26 Obligations of the Underwriters

Section 27 Confidentiality

Section 28 Market Stabilization

Section 29 Effective Date

[Remainder of Page Left Blank Intentionally]

PARADIGM CAPITAL INC.

EIGHT CAPITAL

PI FINANCIAL CORP.

AI assistant

Martello Technologies Group Inc. — Capital/Financing Update 2021

44193_rns_2021-03-03_08393f1f-3d49-4b8e-acf2-646bdf224c15.pdf

UNDERWRITING AGREEMENT

Attention: John Proctor, President and Chief Executive Officer

TERMS AND CONDITIONS

Section 1 Definitions and Interpretation

Section 2 Filing of the Preliminary Prospectus and Final Prospectus

Section 3 Delivery of Preliminary Prospectus, Final Prospectus and Related Matters

Section 4 Material Changes During the Distribution of the Offered Securities

Section 5 Due Diligence

Section 6 Conditions of Closing

Section 7 Representations and Warranties of the Company

Section 8 Additional Covenants of the Company

Section 9 Covenants of the Underwriters

Section 10 Closing

Section 11 Over-Allotment Option

Section 12 Compensation of the Underwriters

Section 13 Termination Rights

Section 14 Survival of Representations and Warranties

Section 15 Indemnity

Section 16 Contribution

Section 17 Expenses

Section 18 Liability of the Underwriters

Section 19 Action by Underwriters.

Section 20 Governing Law

Section 21 Notices

Section 22 Counterpart Signature

Section 23 Time of the Essence

Section 24 Severability

Section 25 Entire Agreement

Section 26 Obligations of the Underwriters

Section 27 Confidentiality

Section 28 Market Stabilization

Section 29 Effective Date

[Remainder of Page Left Blank Intentionally]

PARADIGM CAPITAL INC.

EIGHT CAPITAL

PI FINANCIAL CORP.

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Martello Technologies Group Inc. Capital/Financing Update 2021