Execution Version

UNDERWRITING AGREEMENT

April 1, 2021

MDA Ltd.
9445 Airport Road
Brampton, Ontario L6S 4J3

Attention: Michael Greenley, Chief Executive Officer

Ladies and Gentlemen:

The undersigned, BMO Nesbitt Burns Inc., Morgan Stanley Canada Limited, and Scotia Capital Inc. (together with BMO Nesbitt Burns Inc. and Morgan Stanley Canada Limited, the "Lead Underwriters"), together with Barclays Capital Canada Inc., RBC Dominion Securities Inc., Canaccord Genuity Corp., CIBC World Markets Inc., National Bank Financial Inc. and Stifel Nicolaus Canada Inc. (collectively with the Lead Underwriters, the "Underwriters", and each individually, an "Underwriter"), understand that MDA Ltd. (the "Corporation") proposes to issue and sell to the Underwriters 28,062,572 common shares of the Corporation (the "Firm Shares"), which Firm Shares and any Optional Shares (as defined below) shall have the material attributes described in and contemplated by the Final Prospectus (as defined below).

The Underwriters propose to distribute the Firm Shares and, if any, the Optional Shares (as defined below), in Canada pursuant to the Final Prospectus (as defined below) and in the United States in compliance with the exemption from registration provided by Rule 144A (as defined below), all in the manner contemplated by this Agreement.

Based on the foregoing, and subject to the terms and conditions contained in this Agreement: (i) the Underwriters, severally and not jointly, on the basis of the percentages set forth in Section 24 of this Agreement (and subject to such adjustments to eliminate fractional shares as the Lead Underwriters may determine), agree to purchase from the Corporation and the Corporation, by its acceptance hereof, agrees to issue and sell to the Underwriters, all but not less than all of the Firm Shares at the Closing Time (as defined below) at a price of $14.00 per share (the "Purchase Price").

By acceptance of this Agreement, the Corporation grants to the Underwriters an unassignable right (the "Over-Allotment Option"), to purchase up to an aggregate of 4,285,725 additional common shares in the capital of the Corporation (the "Optional Shares") at the Option Closing Time (as defined below) at a purchase price per share equal to the Purchase Price and otherwise on the same basis as the purchase of the Firm Shares. If the Lead Underwriters, on behalf of the Underwriters, elect to exercise the Over-Allotment Option, the Lead Underwriters shall provide written notice (the "Exercise Notice") to the Corporation not later than the 30th day after the Closing Date (as defined below), which Exercise Notice shall specify the number of Optional Shares to be purchased by the Underwriters and the date on which such Optional Shares are to be purchased (the "Option Closing Date"). Such date may be the same as the Closing Date but not earlier than the Closing Date and shall be at least two Business Days (as defined below) (or such time closer to the Option Closing Date as agreed to by the Corporation and the Lead Underwriters), but not more than five Business Days, after the date on which the Exercise Notice is delivered to the Corporation. If any Optional Shares are purchased from the Corporation, each Underwriter agrees,

severally and not jointly, to purchase such portion of Optional Shares (subject to such adjustments to eliminate fractional shares as the Lead Underwriters may determine) on the basis of the percentages set forth in Section 24 opposite the name of such Underwriter.

In addition, concurrently with the offering of the Offering Shares contemplated by this agreement, the Corporation is offering up to 508,928 of its common shares (the “Concurrent Offering Shares”) directly to certain individuals selected by the Corporation (the “Concurrent Offering”) pursuant to exemptions from the registration requirements of the U.S. Securities Act. The Concurrent Offering does not form a part of the offering of Offering Shares contemplated by this Agreement, and the Underwriters are not participating in, or receiving any fees, commissions or other remuneration in respect of, any Concurrent Offering Shares sold in the Concurrent Offering.

The Firm Shares and the Optional Shares are hereinafter collectively referred to as the “Offering Shares”. The Offering Shares and the Concurrent Offering Shares are hereinafter collectively referred to as the “Shares”.

Definitions

In this Agreement:

“Adjusted EBITDA” has the meaning given in the Final Prospectus, as amended by any Prospectus Amendment;

“affiliate” and “subsidiary” have the respective meanings given to them in National Instrument 45-106 – Prospectus Exemptions, and when such terms are used in reference to the Corporation include each affiliate and subsidiary of the Corporation after giving effect to the Pre-Closing Reorganization;

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

“Anti-Money Laundering Laws” has the meaning given in Section 8(ss);

“Audited Financial Statements” means the audited consolidated financial statements of the Corporation for the period April 8, 2020 to December 31, 2020, together with the related auditors’ report on and notes to such financial statements;

“Bank Business” has the meaning given in Section 31;

“Business Day” means any day, other than: (i) a Saturday or a Sunday, or (ii) a day on which Canadian chartered banks in Toronto, Ontario are not open for commercial banking business during normal banking hours;

“BHC Act Affiliate” has the meaning given in Section 32;

“Canadian Securities Laws” means all applicable securities laws in each of the Qualifying Jurisdictions and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published policies, policy statements and notices of the Canadian Securities Regulators;

"Canadian Securities Regulators" means the applicable securities commissions and securities regulatory authorities in the Qualifying Jurisdictions;

"Carve-Out Financial Statements" means the audited combined carve-out financial statements of MDA Canada for the period ended April 7, 2020 and for the years ended December 31, 2019 and December 31, 2018, together with the related auditors' report on and notes to such financial statements;

"Claim" has the meaning given in Section 20(b);

"Closing" means the completion of the issue and sale by the Corporation and the purchase by the Underwriters of the Firm Shares pursuant to this Agreement;

"Closing Date" means April 7, 2021 or such other date as the Corporation and the Underwriters may agree upon in writing, or as may be changed pursuant to this Agreement, but in any event shall not be later than April 14, 2021;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date;

"comparables" has the meaning given in NI 41-101;

"Concurrent Offering" has the meaning given above;

"Concurrent Offering Shares" has the meaning given above;

"Corporation" has the meaning given above;

"controlled", "distribution", "material change", "material fact" and "misrepresentation" have the respective meanings given to them in the Securities Act (Ontario), except where otherwise specified in this Agreement;

"Covered Entity" has the meaning given in Section 32;

"Default Right" has the meaning given in Section 32;

"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;

"Exercise Notice" has the meaning given above;

"Existing Credit Facilities" means the (i) the revolving term credit facility in the aggregate amount of $80,000,000; and (ii) the non-revolving term credit facility in the

aggregate amount of $435,000,000, of which, as of December 31, 2020, a total of $424 million was outstanding as disclosed in the Final Prospectus;

"Final Prospectus" means the final long form prospectus of the Corporation (in both the English and French languages unless the context indicates otherwise) dated April 1, 2021 relating to the distribution of the Offering Shares and the Concurrent Offering Shares, including the template version of any marketing materials included or incorporated by reference therein;

"Financial Information" has the meaning given in Section 6(a)(v);

"Financial Statements" means the Audited Financial Statements and the Carve-Out Financial Statements;

"Firm Shares" has the meaning given above;

"Governmental Authorities" means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals, commercial registers or dispute settlement panels or other law, rule or regulation-making organizations or entities:

(a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or
(b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

"Governmental Licences" has the meaning given in Section 8(ff);

"Indemnified Party" has the meaning given in Section 20(b);

"Intellectual Property" has the meaning given in Section 8(oo);

"knowledge of the Corporation" means the actual knowledge of Michael Greenley, Vito Culmone, Patrick Nihill and Martin Herman after reasonable inquiry;

"Lead Underwriters" has the meaning given above;

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

"limited-use version" has the meaning given in NI 41-101;

"Locked-Up Shareholders" means the directors, officers and shareholders of the Corporation listed on Schedule A;

"marketing materials" has the meaning given in NI 41-101;

"Material Adverse Effect" or "Material Adverse Change" means any effect, change, event or occurrence that: (i) is, or is reasonably likely to be, materially adverse to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow, Adjusted EBITDA, business or operations of the Corporation and its subsidiaries taken as a whole or (ii) would result in the Preliminary Prospectus, the Final Prospectus or any Prospectus Amendment containing a misrepresentation;

"MDA Canada" means the Canadian operations of Maxar Technologies Inc.;

"MI 11-102" means Multilateral Instrument 11-102 – Passport System;

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

"NI 44-103" means National Instrument 44-103 – Post-Receipt Pricing;

"NI 52-109" means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings;

"notice" has the meaning given in Section 29;

"Offering Shares" has the meaning given above;

"Optional Shares" has the meaning given above;

"Option Closing Date" has the meaning given above;

"Option Closing Time" means 8:00 a.m. (Toronto time) on the Option Closing Date;

"Over-Allotment Option" has the meaning given above;

"person" includes any individual, sole proprietorship, limited or general partnership or general partner acting on behalf thereof, firm, entity, unincorporated association or organization, trust or trustee acting on behalf thereof, body corporate, company, limited or unlimited liability company or Governmental Authority and, where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

"Pre-Closing Reorganization" means the transactions to be carried out by the Corporation or involving securities of the Corporation as described in the Prospectus under the heading "Description of Share Capital – Pre-Closing Reorganization";

"Preliminary Prospectus" means the preliminary long form base PREP prospectus of the Corporation (in both the English and French languages unless the context indicates otherwise) dated March 22, 2021 relating to the distribution of the Offering Shares and the Concurrent Offering Shares filed pursuant to the PREP Procedures;

"PREP Procedures" means the procedures for post-receipt pricing under NI 44-103;

"Prospectus" means, collectively, the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment;

"Prospectus Amendment" means any amendment to the Preliminary Prospectus or the Final Prospectus;

"provide" or "provided", in the context of sending or making available marketing materials to a potential purchaser of Shares, has the meaning given in NI 41-101;

"Purchase Price" has the meaning given above;

"Qualified Institutional Buyer" means a qualified institutional buyer as defined in Rule 144A(a)(1) under the U.S. Securities Act;

"Qualifying Jurisdictions" means all of the provinces and territories of Canada;

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

"Sanctions" has the meaning given in Section 8(tt);

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

"Second Lien Notes" means the $150,000,000 aggregate principal amount of 10.00% Second Lien PIK Toggle Notes of the Corporation due April 8, 2027, as disclosed in the Final Prospectus;

"Selling Firm" has the meaning given in Section 4(a);

"Services" has the meaning given in Section 31;

"Shares" has the meaning given above;

"template version" has the meaning given in NI 41-101 and includes any revised template version of marketing materials as contemplated in NI 41-101;

"Testing-the-Waters Communication" means any written communication with potential investors undertaken in reliance on, and in accordance with, Section 13.4 of NI 41-101;

"TMX Group" has the meaning given in Section 34;

"TSX" means The Toronto Stock Exchange;

"Underwriter" and "Underwriters" have the respective meanings given to them above;

"Underwriters' Information" means information and statements relating solely to the Underwriters which have been provided by the Underwriters to the Corporation in writing specifically for use in the Preliminary Prospectus, Final Prospectus, U.S. Placement Memorandum and any Prospectus Amendment;

"Underwriting Fee" has the meaning given in Section 15;

"U.S. Affiliate" of any Underwriter means the U.S. registered broker-dealer affiliate of such Underwriter;

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

“U.S. Placement Memorandum” means the preliminary and final U.S. private placement memorandum (which shall include the Preliminary Prospectus and the Final Prospectus, respectively, as well as a Prospectus Amendment, if any) used to make offers and sales of Offering Shares in the United States pursuant to Rule 144A;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

“U.S. Special Resolution Regime” has the meaning given in Section 32.

Capitalized terms used and not otherwise defined in this Agreement have the respective meanings given to them in the Prospectus.

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

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

2. Compliance with Securities Laws

The Corporation represents and warrants to the Underwriters that the Corporation has prepared and filed the Preliminary Prospectus with the Canadian Securities Regulators and has obtained a receipt from the Ontario Securities Commission for the Preliminary Prospectus. The Corporation covenants with the Underwriters that it shall use all reasonable commercial efforts to have, by no later than 12:00 p.m. (Toronto time) on April 1, 2021 (or such later date as may be determined by the Lead Underwriters in their sole discretion), prepared and filed the Final Prospectus (in a form approved by the Underwriters, acting reasonably) with the Canadian Securities Regulators and have, by no later than 5:00 p.m. (Toronto time) on such date obtained a receipt from the Ontario Securities Commission for the Final Prospectus. Pursuant to MI 11-102, a receipt for the Final Prospectus will be deemed to have been issued by the regulator in each of the Qualifying Jurisdictions other than the Province of Ontario if the conditions of MI 11-102 have been satisfied. The Corporation will promptly fulfil and comply with, to the satisfaction of the Underwriters, acting reasonably, Canadian Securities Laws required to be fulfilled or complied with by the Corporation to enable the Offering Shares to be lawfully distributed to the public in the Qualifying Jurisdictions through the Underwriters or any other investment dealers appointed pursuant to subsection 4(a) registered as such in the Qualifying Jurisdictions, including the requirements of section 2.2 of NI 44-103.

3. Due Diligence

Prior to the filing of the Final Prospectus, the Corporation shall permit the Underwriters to review and participate in the preparation of the Final Prospectus and shall allow each of the Underwriters to conduct any due diligence investigations which it reasonably requires in order to fulfil its obligations as an underwriter under Canadian Securities Laws and in order to enable it to

responsibly execute the certificate in the Final Prospectus required to be executed by it. Following the filing of the Final Prospectus up to the later of the Closing Date and the date of completion of the distribution of the Offering Shares, the Corporation shall allow each of the Underwriters to conduct any due diligence investigations which it reasonably requires to confirm as at any date that it continues to have reasonable grounds for the belief that (i) the Final Prospectus and any Prospectus Amendment do not contain a misrepresentation as at such date or as at the date of such Final Prospectus or any Prospectus Amendment and (ii) that the final U.S. Placement Memorandum and any amendment thereto do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, all within the meaning of U.S. securities laws.

4. Restrictions on Sale

(a) The Corporation agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers as their agents to assist in the distribution of the Offering Shares. The Underwriters shall, and shall require any such dealer, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Offering Shares (a “Selling Firm”) to, comply with Canadian Securities Laws in connection with the distribution of the Offering Shares in the Qualifying Jurisdictions and shall offer the Offering Shares for sale to the public directly and through Selling Firms in the Qualifying Jurisdictions upon the terms and conditions set out in the Final Prospectus and this Agreement in accordance with Canadian Securities Laws. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offering Shares only in those jurisdictions where they may be lawfully offered for sale or sold.

(b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offering Shares in a manner that complies with all applicable laws and regulations (including Rule 144A) in each jurisdiction into and from which they may offer to sell the Offering Shares or distribute the Prospectus or the U.S. Placement Memorandum in connection with the distribution of the Offering Shares and will not, directly or indirectly, offer, sell or deliver any Offering Shares or deliver the Prospectus or the U.S. Placement Memorandum to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States in reliance on Rule 144A, except in a manner which will not require the Corporation to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of such other jurisdictions.

(c) Notwithstanding the foregoing, an Underwriter will not be liable for any breach under this Section 4 or Schedule B to this Agreement by another Underwriter or a Selling Firm appointed by another Underwriter.

(d) For the purposes of this Section 4, the Underwriters shall be entitled to assume that the Offering Shares are qualified for distribution in any Qualifying Jurisdiction where a receipt for the Prospectus shall have been obtained from the applicable Canadian Securities Regulator following the filing of the Prospectus unless the

Underwriters receive written notice to the contrary from the Corporation or a Canadian Securities Regulator.

(e) The Corporation and the Underwriters hereby acknowledge that the Offering Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and the applicable laws of any U.S. state. Accordingly, the Corporation and each of the Underwriters hereby agree that offers and sales of the Offering Shares in the United States shall be conducted only in the manner specified in Schedule B hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.

(f) The Corporation hereby acknowledges that the Concurrent Offering Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold (i) in the United States except to persons that are “accredited investors” (within the meaning of Rule 501(a) under the U.S. Securities Act) in accordance with Section 4(a)(2) and/or Rule 506 under the U.S. Securities Act and applicable U.S. state securities laws or (ii) outside the United States in accordance with Regulation S (as defined below). Accordingly, the Corporation hereby agrees that offers and sales of the Concurrent Offering Shares in the United States shall be conducted only in the manner specified in Schedule B hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.

(g) The Underwriters will use commercially reasonable efforts to cause the distribution of the Offering Shares to occur in such a manner that the minimum distribution requirements for the initial listing and posting for trading of the common shares of the Corporation on the TSX are satisfied. Upon the request of the Corporation, the Underwriters will provide the TSX with a letter setting forth the anticipated distribution of the offering of Offering Shares based upon subscriptions for the Offering Shares received as of the date of such request.

Marketing Materials

(a) In connection with the distribution of the Offering Shares:

(i) the Corporation shall prepare, in consultation with the Lead Underwriters, and approve in writing, prior to the time the marketing materials are provided to potential investors, a template version of the marketing materials reasonably requested to be provided by the Underwriters to any potential investor; such marketing materials shall comply with Canadian Securities Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall be approved in writing by the Lead Underwriters, on behalf of all of the Underwriters, and the Corporation, prior to the time the marketing materials are provided to potential investors;

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(ii) the Corporation shall file the template version of the marketing materials referred to in paragraph 5(a)(i) above, with the Canadian Securities Regulators as soon as reasonably practicable after the template version of the marketing materials is so approved in writing by the Corporation and by the Lead Underwriters, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor and the Lead Underwriters confirm that they informed the Corporation of the date on which such marketing materials were first provided to potential investors;

(iii) any comparables shall be redacted from the template version of the marketing materials in accordance with NI 41-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation as required by Canadian Securities Laws; and

(iv) any marketing materials approved and filed in accordance with this Agreement, and any standard term sheets approved in writing by the Corporation and the Lead Underwriters, shall only be provided to potential investors in those jurisdictions where it is lawful to do so.

Following the approvals and filings set forth in the foregoing paragraphs, the Underwriters may provide a limited-use version of the marketing materials to potential investors to the extent permitted by Canadian Securities Laws and applicable U.S. securities laws.

The Corporation shall prepare and file a revised template version of any marketing materials provided to potential investors in connection with the offering of the Offering Shares where required under Canadian Securities Laws, and the foregoing paragraphs above shall also apply to such revised template version.

During the period of distribution of the Offering Shares, the Corporation and the Underwriters, on a several basis, covenant and agree:

(v) not to provide any potential investor with any marketing materials unless a template version of such marketing materials has been or will be filed by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor; and

(vi) not to provide any potential investor with: (i) any marketing materials relating to the distribution of the Offering Shares other than such marketing materials for which the template versions thereof have been approved and filed in accordance with the foregoing paragraphs, or (ii) any standard term sheet (as defined in NI 41-101) relating to the distribution of the Offering Shares other than such standard term sheets approved in writing by the Corporation and the Lead Underwriters, on behalf of all of the Underwriters.

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(b) The Underwriters will not make any representations or warranties with respect to the Corporation or the Offering Shares, other than as set forth in this Agreement, the Preliminary Prospectus, the Final Prospectus, any Prospectus Amendment, the U.S. Placement Memorandum and any marketing materials or standard term sheets approved in writing by the Lead Underwriters and the Corporation in accordance with Section 5, and other than as permitted by applicable laws, without the written approval of the Corporation, acting reasonably.

(c) No Underwriter will be liable under this Section with respect to a default by any of the other Underwriters or a Selling Firm appointed by any of the other Underwriters.

Delivery of Documents

(a) On or prior to the time of filing of the Final Prospectus, the Corporation shall deliver to each of the Underwriters (except to the extent such documents have been previously delivered to the Underwriters or are available on SEDAR):

(i) a copy of each of the Preliminary Prospectus and the Final Prospectus in the English language signed and certified by the Corporation, as required by Canadian Securities Laws in the Qualifying Jurisdictions other than the Province of Québec;

(ii) a copy of each of the Preliminary Prospectus and the Final Prospectus in the French language signed and certified by the Corporation, as required by Canadian Securities Laws applicable in the Province of Québec;

(iii) a copy of the U.S. Placement Memorandum;

(iv) a copy of any other document required to be filed by the Corporation under Canadian Securities Laws, including without limitation any marketing materials and template versions thereof;

(v) an opinion of BCF Business Law, dated the date of each of the Preliminary Prospectus and the Final Prospectus, each in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the board of directors of the Corporation, to the effect that the French language version of the Preliminary Prospectus and the Final Prospectus, as applicable, except for the Financial Statements and information under the headings “Non-IFRS Financial Measures”, “Summary Financial Information”, “Management’s Discussion and Analysis”, “Consolidated Capitalization”, and “Appendix C-Management’s Discussion and Analysis” contained in the Preliminary Prospectus and the Final Prospectus, as applicable (collectively with the Financial Statements, the “Financial Information”), as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and proper translation of the English language version thereof;

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(vi) an opinion of KPMG LLP dated the date of each of the Preliminary Prospectus and the Final Prospectus, each in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the board of directors of the Corporation, to the effect that the French language version of the Financial Information contained in the Preliminary Prospectus and the Final Prospectus, as applicable, is, in all material respects, a complete and proper translation of the English language version thereof;

(vii) a “long-form” comfort letter of KPMG LLP, dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no later than two Business Days prior to the date of the Final Prospectus), addressed to the Underwriters and the board of directors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to certain financial and numerical information relating to the Corporation contained in the Final Prospectus, which letter shall be in addition to the auditors’ report contained in the Final Prospectus and any auditors’ comfort letter addressed to the Canadian Securities Regulators;

(viii) a copy of the letter from the TSX advising the Corporation that conditional approval of the listing of the Shares has been granted by the TSX, subject to the satisfaction of the customary conditions set out therein.

(b) In the event that the Corporation is required by Canadian Securities Laws to prepare and file a Prospectus Amendment, the Corporation shall prepare and deliver promptly to the Underwriters signed and certified copies of such Prospectus Amendment in the English and French languages. Any Prospectus Amendments shall be in form and substance satisfactory to the Underwriters, acting reasonably. Concurrently with the delivery of any Prospectus Amendment, the Corporation shall deliver to the Underwriters, with respect to such Prospectus Amendment, documents similar to those referred to in Sections 6(a)(iii), (iv), (v) (vi), and (vii), except that no “comfort letter” referred to in Section 6(a)(vii) shall be required in the case of a Prospectus Amendment that is an amendment to the Preliminary Prospectus.

Representations as to Prospectus and Prospectus Amendments

Filing of the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment shall constitute a representation and warranty by the Corporation to the Underwriters that, as at their respective dates and as at their respective dates of filing:

(i) the information and statements (excluding the Underwriters’ Information) contained in the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Shares as required by Canadian Securities Laws;

(ii) no material fact has been omitted from such information and statements (excluding the Underwriters’ Information) that is required to be stated in

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such information and statements or that is necessary to make a statement contained in such information and statements not misleading in the light of the circumstances under which it was made;

(iii) the information and statements (excluding the Underwriters’ Information) contained in the U.S. Placement Memorandum do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, all within the meaning of U.S. securities laws; and

(iv) except with respect to any Underwriters’ Information, such documents comply fully with the requirements of Canadian Securities Laws, other than as to non-material matters of form or similar non-material matters.

Such filings shall also constitute the Corporation’s consent to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment in connection with the distribution of the Offering Shares in the Qualifying Jurisdictions in compliance with this Agreement and Canadian Securities Laws and the use of the U.S. Placement Memorandum for offers and sales of the Offering Shares in the United States pursuant to Rule 144A.

8. Additional Representations and Warranties of the Corporation

The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in purchasing the Firm Shares and the Optional Shares, if any, that:

(a) except as disclosed in the Prospectus, since December 31, 2020: (i) there has been no material change with respect to the Corporation and its subsidiaries taken as a whole, (ii) there have been no transactions entered into by the Corporation or any of its subsidiaries which are material with respect to the Corporation 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 Corporation on any class of its shares, other than those that may be declared, paid or made by the Corporation in connection with the Pre-Closing Reorganization;

(b) the Corporation is a corporation duly incorporated and validly existing under the laws of the Province of Ontario and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect;

(c) each of the subsidiaries of the Corporation is a corporation or limited liability company duly incorporated and validly 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 carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect;

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(d) the Corporation has the requisite corporate power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder, and to execute and file with the Canadian Securities Regulators the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment, and each of the Corporation and its 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 and as proposed to be carried on;

(e) immediately following the completion of the Pre-Closing Reorganization, the Corporation will have authorized share capital consisting of an unlimited number of common shares, of which 114,951,656 common shares will be issued and outstanding immediately following the completion of the Pre-Closing Reorganization and the Closing. No person has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued shares of the Corporation, except as disclosed in the Prospectus;

(f) all of the common shares of the Corporation to be issued and outstanding immediately prior to the Closing (including, for greater certainty, the common shares to be issued pursuant to or as contemplated by the Pre-Closing Reorganization) will by such time have been duly and validly authorized and issued and will be fully paid and non-assessable shares of the Corporation, and none of such common shares of the Corporation will have been issued in violation of the pre-emptive or similar rights of any securityholder of the Corporation or of any other person;

(g) other than Insight Medbotics Canada Corp. and Dynacs Engineering Company (India) Limited, all of the issued and outstanding shares or other equity interests in the subsidiaries of the Corporation are 100% owned, directly or indirectly, by the Corporation (free and clear of all Liens other than liens granted in connection with the Existing Credit Facilities and the Second Lien Notes); in addition, all of the issued and outstanding shares or other equity interests in the subsidiaries of the Corporation have been duly and validly authorized and issued by such subsidiaries and are fully paid and non-assessable shares or other equity interests of such subsidiaries;

(h) other than the shares or other equity interests in the subsidiaries of the Corporation, the Corporation does not have any equity interest, directly or indirectly, in any person and no subsidiary of the Corporation other than Neptune Operations Ltd., MDA Geospatial Services Inc., MacDonald Dettwiler and Associates Inc., MacDonald, Dettwiler and Associates Corporation, MDA Systems Ltd., MDA Space and Robotics Limited and MDA Systems Inc. is required to be disclosed in the Prospectus pursuant to item 4.2 of Form 41-101F1;

(i) (A) the Audited Financial Statements included in the Prospectus have been prepared in conformity with International Financial Reporting Standards applied on a consistent basis throughout the periods involved and present fairly in all material respects the consolidated financial position of the Corporation as at December 31, 2020 and the consolidated operations and comprehensive loss,

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changes in shareholders' equity and cash flows of the Corporation for the period ended December 31, 2020; (B) the Carve-Out Financial Statements included in the Prospectus have been prepared in conformity with International Financial Reporting Standards applied on a consistent basis throughout the periods involved and present fairly in all material respects the combined carve-out financial position of MDA Canada as at April 7, 2020, December 31, 2019 and December 31, 2018 and the combined carve-out earnings, changes in net parent equity and cash flows of MDA Canada for the period from January 1, 2020 to April 7, 2020 and the years ended December 31, 2019 and December 31, 2018; (C) the information contained in the Prospectus under the heading “Summary Financial Information” fairly presents in all material respects the information set forth therein on a basis consistent with that of the Financial Statements contained in the Prospectus, except as may be expressly stated in the related notes thereto or as otherwise stated in the Prospectus, including under the heading “Summary Financial Information”; and (D) the information contained in the Prospectus under the heading “Consolidated Capitalization” has been compiled on a basis consistent with that of the Financial Statements contained in the Prospectus, except as otherwise stated therein, and has been derived from the accounting records or operating systems of the Corporation and its predecessor entities;

(j) neither the Corporation nor 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 Corporation or its subsidiaries, as the case may be, and which do not have a Material Adverse Effect;

(k) no acquisition has been made by the Corporation during its three most recently completed fiscal years that would be a significant acquisition for the purposes of Canadian Securities Laws or that would require the financial statement disclosure in respect of the acquired business prescribed by item 32 of Form 41-101F1 of NI 41-101 (except for the acquisition of MDA Canada or to the extent that exemptive relief was obtained from Canadian Securities Regulators), and no proposed acquisition by the Corporation has progressed to a state where a reasonable person would believe that the likelihood of the Corporation completing the acquisition is high and that: (i) if completed by the Corporation at the date of the Prospectus, would be a significant acquisition for the purposes of Canadian Securities Laws, or (ii) would require the financial statement disclosure in respect of the acquired business prescribed by item 32 of Form 41-101F1;

(l) the Corporation has established and maintains, or will establish and maintain by such time as is permitted by NI 52-109, “disclosure controls and controls and procedures” and “internal control over financial reporting” (each as defined in NI 52-109) as required by NI 52-109 and Canadian Securities Laws, and the Corporation is not aware, and has not been advised by its auditors, of any “material weakness” (as defined in NI 52-109) except as disclosed in the Prospectus;

(m) no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm’s length with, any of the Corporation, its subsidiaries or predecessor companies, will continue after the Closing to be

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engaged in any material transaction or arrangement with or be a party to a material contract with, or has any material indebtedness, liability or obligation to, the Corporation or any of its subsidiaries, 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 Corporation or any of its subsidiaries as described in the Prospectus;

(n) neither the Corporation nor any of its subsidiaries is in breach or violation of: (A) any term or provision of its constating documents or by-laws, as applicable, (B) any resolution of its board of directors, managing members or shareholders, or (C) except as would not have a Material Adverse Effect, any contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence, law or regulation applicable to it or by which it is bound;

(o) the execution and delivery by the Corporation of this Agreement and the performance by the Corporation of its obligations hereunder, and the completion of the Pre-Closing Reorganization: (i) will not result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under: (A) any term or provision of its constating documents, (B) any resolution of its board of directors or shareholders, or (C) except as would not have a Material Adverse Effect, any contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence, law or regulation applicable to it or by which it is bound, and (ii) will not give rise to any Lien in or with respect to the properties or assets now owned or hereafter acquired by it or the acceleration or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting it or any of its properties or assets;

(p) 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 Corporation in connection with: (i) the execution and delivery by the Corporation of this Agreement, (ii) the performance by the Corporation of its obligations under this Agreement, or (iii) the distribution of the Shares in the manner contemplated by the Prospectus, except, in each case, as have been or will be obtained or made prior to Closing;

(q) to the knowledge of the Corporation, there is no pending or contemplated change to any law, regulation or position of a Governmental Authority that would have a Material Adverse Effect;

(r) this Agreement and the performance of the Corporation’s obligations hereunder, the execution and filing with the Canadian Securities Regulators of the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendments and the Pre-Closing Reorganization have been, or will at the Closing Time be, duly authorized by all necessary corporate action, and this Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its

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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;

(s) on or prior to the Closing Time, the form of the certificates, if any, for the common shares of the Corporation will have been approved by the board of directors of the Corporation and adopted by the Corporation and will comply with all applicable legal and stock exchange requirements and will not conflict with the Corporation’s constating documents;

(t) except as disclosed in the Prospectus and except for such agreement(s) as will be terminated on or prior to the Closing Date, there are no shareholders’ agreements, voting agreements, investors’ rights agreements or other agreements in force or effect which in any manner affect or will affect the voting or control of any of the securities of the Corporation or its subsidiaries, the nomination of directors to the board of the Corporation or the operations or affairs of the Corporation or its subsidiaries;

(u) the provisions of the common shares of the Corporation conform, in all material respects, with the description thereof in the Prospectus under the heading “Description of Share Capital”;

(v) the Shares have been, or will be at their date of issue, duly and validly authorized and, when issued or delivered in accordance with this Agreement, will be validly issued as fully paid and non-assessable shares of the Corporation and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;

(w) to the knowledge of the Corporation, no securities commission, stock exchange or comparable authority has issued any order requiring trading in any of the Corporation’s securities to cease, preventing or suspending the use of the Preliminary Prospectus, the Final Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment or preventing the distribution of the Shares in any Qualifying Jurisdiction or in the United States nor has instituted proceedings for any of such purposes and, to the knowledge of the Corporation, no such proceedings are pending or contemplated;

(x) TSX Trust Company, at its principal office in the City of Toronto, will at the Closing Time have been duly appointed as registrar and transfer agent for the common shares of the Corporation;

(y) except: (i) as disclosed in the Prospectus, or (ii) where, if determined adversely to the Corporation or any of its subsidiaries, such matters would not individually or collectively have a Material Adverse Effect or affect the validity of the issuance and sale of the Shares under this Agreement, 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 Corporation’s

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knowledge, threatened against, or involving the assets, properties or business of, the Corporation or any of its subsidiaries, nor are there any matters under discussion outside of the ordinary course of business with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority, and to the knowledge of the Corporation 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, discussions relating to taxes, governmental charges, orders or assessments;

(z) the Shares are conditionally approved for listing on the TSX, subject to the satisfaction of customary conditions required by such exchange;

(aa) KPMG LLP is independent with respect to the Corporation within the meaning of the rules of professional conduct applicable to auditors in each of the provinces and territories of Canada, and there has not been any “reportable event” (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with such firm or any other prior auditor of the Corporation or any of its subsidiaries;

(bb) except as would not have a Material Adverse Effect, all tax returns required to be filed by the Corporation 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, and neither the Corporation nor any of its subsidiaries is a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, any payment of taxes or any assessment thereof;

(cc) there is no tax deficiency which has been asserted against the Corporation or any of its subsidiaries which would have a Material Adverse Effect, and all material tax liabilities are adequately provided for in accordance with International Financial Reporting Standards in the Financial Statements for all periods up to December 31, 2020;

(dd) there are no material assessments or investigations in progress, pending or, to the knowledge of the Corporation, threatened, against the Corporation in respect of taxes; and there are no Liens for taxes upon the assets of the Corporation;

(ee) except where non-compliance does not have and would not reasonably be expected to have a Material Adverse Effect, each of the Corporation and its subsidiaries has conducted and is conducting its business or activities in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on such business or activities and neither the Corporation nor any of its subsidiaries has received any notice of any alleged violation of any such laws, rules or regulations;

(ff) the Corporation and its subsidiaries collectively possess such permits, licences, approvals, consents and other authorizations (collectively, “Governmental Licences”) issued by Governmental Authorities necessary to conduct the business

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and activities now conducted 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 in all material respects. Each of the Corporation and its subsidiaries is 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;

(gg) except as described in the Prospectus or for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) neither the Corporation nor any of its subsidiaries is in violation of any Environmental Laws, (ii) the Corporation 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 Corporation or any of its subsidiaries, and, to the knowledge of the Corporation, 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 non-compliance or violation, investigation or proceedings;

(hh) (i) each of the Corporation and its subsidiaries is in compliance, in all material respects, with the provisions of all applicable federal, provincial, local and other laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened with any employee of the Corporation or any of its subsidiaries that would have a Material Adverse Effect, and, to the knowledge of the Corporation, no such collective labour dispute, grievance, arbitration or legal proceeding has occurred during the past year; and (iii) except as disclosed in the Prospectus or to the Underwriters, no union has been accredited or otherwise designated to represent any employees of the Corporation or any of its subsidiaries and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation or any of its subsidiaries, and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Corporation's or any of its subsidiaries' facilities and none is currently being negotiated by the Corporation or any of its subsidiaries;

(ii) none of the Corporation, its subsidiaries nor, to the knowledge of the Corporation, any other party is in default in the observance or performance of any term or obligation to be performed by it under any agreement or instrument which is material to the Corporation and its subsidiaries on a consolidated basis, and no event has occurred or, to the knowledge of the Corporation, has been threatened

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which, with notice or lapse of time or both, would constitute such a default, in any case which default or event would have a Material Adverse Effect;

(jj) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, no existing supplier, distributor, service provider, manufacturer or contractor of the Corporation or any of its subsidiaries has indicated to the Corporation that it intends to terminate its relationship with the Corporation or such subsidiary or that it will be unable to meet the Corporation’s or such subsidiary’s supply, distribution, service, manufacturing or contracting requirements;

(kk) except as disclosed in the Prospectus, none of the Corporation or any of its subsidiaries owns any real property;

(ll) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Corporation nor any of its subsidiaries is in default or breach of any real property lease, and neither the Corporation nor any of its subsidiaries has received any notice or other communication from the owner or manager of any real property leased by the Corporation or any of its subsidiaries that the Corporation or such subsidiary is not in compliance with any real property lease, and to the knowledge of the Corporation, no such notice or other communication is pending or has been threatened;

(mm) the Corporation and its subsidiaries maintain such policies of insurance with commercial providers of insurance as are appropriate for their operations, activities, properties and assets, in such amounts and against such risks as are customarily carried and insured against by entities engaged in the same or similar businesses, and all such policies of insurance will at Closing continue to be in full force and effect; and neither the Corporation nor any of its subsidiaries is in default as to the payment of premiums or otherwise, under the terms of any such policy, except as would not, individually or collectively, have a Material Adverse Effect;

(nn) each of the Corporation and its subsidiaries has good and marketable title to all of its assets and property except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect 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 property from the Corporation or any of its subsidiaries;

(oo) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) each of the Corporation and its subsidiaries owns all rights in or has obtained valid and enforceable licenses or other rights to use, the systems, recipes, know how (including trade secrets and other proprietary or confidential information), trade-marks (both registered and unregistered), trade names, patents, patent applications, inventions, copyrights and any other intellectual property (collectively, “Intellectual Property”) described in the Final Prospectus as being owned or licensed by the Corporation or which are used for the conduct of the Corporation’s business as currently carried on and proposed to be carried on, free and clear of any Lien or other adverse claim or interest of any kind

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or nature affecting the assets of the Corporation (other than Liens granted in connection with the Existing Credit Facilities and the Second Lien Notes); (ii) to the knowledge of the Corporation, there is no infringement by third parties of any Intellectual Property owned, licensed or commercialized by the Corporation; (iii) there is no action, suit, proceeding or claim pending or, to the knowledge of the Corporation, threatened by others challenging the Corporation's rights in or to any Intellectual Property or the validity or scope of any Intellectual Property owned, licensed or commercialized by the Corporation and its subsidiaries, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the Corporation'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 Corporation or any of its subsidiaries is and remains confidential to the Corporation or such subsidiary, as the case may be;

(pp) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, the Corporation's and its subsidiaries' information technology assets and equipment, computer systems, networks, hardware, software, databases, websites, and applications (collectively, "IT Systems") are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Corporation and its subsidiaries as currently conducted, and the Corporation and each of its subsidiaries have taken commercially reasonable technical and organizational measures designed to protect the Corporation's and its subsidiaries' IT Systems and data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, "IT Systems and Data"). Without limiting the foregoing, the Corporation and its subsidiaries have used reasonable efforts to establish and maintain, and comply with, commercially reasonable information technology, information security, cyber security and data protection controls, training, policies and procedures, such as oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans that are designed to protect against breach, destruction, loss, unauthorized distribution, use, access or disablement of the Corporation's IT Systems and Data (a "Data Security Breach"). The Corporation and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or Governmental Authority, internal policies and contractual obligations relating to the privacy and security of the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except where noncompliance does not and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Corporation, except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, there has been no Data Security Breach, and the Corporation and its subsidiaries have not been notified of, and have no knowledge of, any event or condition that would reasonably be expected to result in a Data Security Breach.

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(qq) the minutes, resolutions and corporate records of the Corporation made available to Osler, Hoskin & Harcourt LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Underwriters, in connection with the Underwriters’ due diligence investigations are true and complete copies thereof and contain copies of all material proceedings of the shareholders, the board of directors and all committees of the board of directors of the Corporation that have been minuted or resolved since the date of its incorporation, and there have been no other meetings, resolutions or proceedings of the shareholders, the board of directors or any committee thereof from such date to the date of review of such corporate records, minutes and resolutions not reflected in such minutes, resolutions and other corporate records, other than those which are not material in the context of the Corporation or those in connection with the Pre-Closing Reorganization (copies of which will be made available to counsel to the Underwriters prior to Closing);

(rr) (i) none of the Corporation or its subsidiaries or affiliates, or any director, officer, or employee thereof, or to the Corporation’s knowledge, any agent or representative of the Corporation or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) (“Government Official”) in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (ii) the Corporation and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) neither the Corporation nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws;

(ss) the operations of the Corporation and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Corporation and each of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Corporation, threatened;

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(tt) (i) none of the Corporation, any of its subsidiaries, or any director, officer, or employee thereof, or, to the Corporation knowledge, any agent, affiliate or representative of the Corporation or any of its subsidiaries, is a person that is, or is owned or controlled by one or more persons that are:

(A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty's Treasury or other relevant sanctions authority (collectively, "Sanctions"), or

(B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria);

(ii) the Corporation will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person;

(A) to fund or facilitate any activities or business of or with any person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(B) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise);

(iii) the Corporation and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions;

(uu) neither the Corporation nor any of its subsidiaries has taken, and the Corporation and its subsidiaries will not take, any action which constitutes stabilization or manipulation of the price of any security of the Corporation;

(vv) any statistical, industry and market-related data or information included in the Prospectus is based on or derived from sources that the Corporation believes to be reliable and accurate in all material respects;

(ww) other than as contemplated hereby or in the Engagement Letter (as such term is defined in Section 24), there is no person acting at the request of the Corporation who is entitled to any commission, finder's fee, advisory fee, underwriting fee or agency fee in connection with or as a result of the sale of the Shares;

(xx) except as would not reasonably be expected to have a Material Adverse Effect, the Pre-Closing Reorganization will not result in any tax liability of the Corporation or any of its subsidiaries, including but not limited to withholding taxes, and the Corporation and its subsidiaries will not assume or become subject to any tax

(whether by contract, under transferee liability principles or otherwise) in connection with or as a result of such transactions; and

(yy) the Corporation will apply the net proceeds from the issue and sale of the Shares substantially in accordance with the disclosure set out under the heading “Use of Proceeds” in the Prospectus.

9. Covenants of the Corporation

The Corporation covenants with the Underwriters that:

(a) it will advise the Underwriters, promptly after receiving notice thereof, of the time when the Final Prospectus or any Prospectus Amendment has been filed and when the receipts in respect thereof have been obtained and will provide evidence satisfactory to the Underwriters of each such filing and the issuance or deemed issuance of receipts in respect thereof from all of the Canadian Securities Regulators; and

(b) it will advise the Underwriters, promptly after receiving notice or obtaining knowledge, of: (i) the issuance by any Canadian Securities Regulator or U.S. securities regulator of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment; (ii) the suspension of the qualification of the Shares for distribution or sale in any of the Qualifying Jurisdictions; (iii) the institution or threatening of any proceeding for any of those foregoing purposes; or (iv) any requests made by any Canadian Securities Regulator for amending or supplementing the Prospectus, or for additional information, and will use its commercially reasonable efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the withdrawal of the order promptly.

10. Commercial Copies

The Corporation shall cause commercial copies of the Final Prospectus in the English and French languages and the U.S. Placement Memorandum to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written or oral instructions to the printer of such documents. Such delivery of the Final Prospectus and the U.S. Placement Memorandum shall be effected as soon as possible after filing of the Final Prospectus with the Canadian Securities Regulators, but in any event on or before 12:00 noon (Toronto time) on April 2, 2021 (for deliveries in Toronto) and 12:00 noon (local time) on April 5, 2021 (for deliveries in Canada other than in Toronto). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Final Prospectus for the distribution of the Offering Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the use of the U.S. Placement Memorandum for the purposes of confirming sales to purchasers in the United States in accordance with Rule 144A. The Corporation shall similarly cause to be delivered commercial copies of any Prospectus Amendments.

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11. Change of Closing Date

Subject to the termination provisions contained in Section 19, if a material change with respect to the Corporation or a change in a material fact contained in the Prospectus occurs prior to the Closing Date or, if the Over-Allotment Option is exercised, the Option Closing Date, the Closing Date or the Option Closing Date, as applicable, shall be, unless the Corporation and the Underwriters otherwise agree in writing or unless otherwise required under Canadian Securities Laws, the sixth calendar day following the later of:

(a) the date on which all applicable filings or other requirements of Canadian Securities Laws with respect to such material change or change in a material fact have been complied with in all Qualifying Jurisdictions and any appropriate receipts obtained for such filings and notice of such filings from the Corporation or its counsel have been received by the Underwriters; and

(b) the date upon which the commercial copies of any Prospectus Amendments have been delivered in accordance with Section 10.

12. Completion of Distribution

The Underwriters shall, and shall cause each Selling Firm to, after the Closing Time or the Option Closing Time, as applicable:

(a) use commercially reasonable efforts to complete the distribution of the Offering Shares as promptly as possible; and

(b) give prompt written notice to the Corporation when, in the opinion of the Underwriters, they have completed distribution of the Offering Shares, including notice of the total proceeds realized or number of Offering Shares sold in each of the Qualifying Jurisdictions and any other jurisdiction from such distribution.

13. Material Change or Change in Material Fact During Distribution

(a) During the period from the date of this Agreement to the later of the Closing Date and the date of completion of distribution of the Shares under the Final Prospectus and the U.S. Placement Memorandum, the Corporation shall promptly notify the Underwriters in writing of:

(i) any filing made by the Corporation of information relating to the offering of the Shares with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction;

(ii) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) with respect to the Corporation;

(iii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Final Prospectus or the U.S. Placement Memorandum had the fact arisen or been discovered on or prior to the date of such document; and

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(iv) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Final Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or any Prospectus Amendment (or which would result in the U.S. Placement Memorandum containing any untrue statement of a material fact or omission of any material fact that is necessary to make a statement contained in the U.S. Placement Memorandum, in the light of the circumstances under which it was made, not misleading within the meaning of U.S. securities laws) or which would result in the Final Prospectus or any Prospectus Amendment not complying (to the extent that such compliance is required) with Canadian Securities Laws, in each case, as at any time up to and including the later of the Closing Date and the date of completion of the distribution of the Shares.

(b) The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of a fact or change referred to in Section 13(a), provided that the Corporation shall not file any Prospectus Amendment or other document without first obtaining the approval of the Underwriters, after consultation with the Underwriters with respect to the form and content thereof, which approval will not be unreasonably withheld. The Corporation shall in good faith discuss with the Lead Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 13.

Change in Canadian Securities Laws

If during the period of distribution of the Shares there shall be any change in Canadian Securities Laws which requires the filing of a Prospectus Amendment, the Corporation shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Prospectus Amendment with the appropriate regulator in each of the Qualifying Jurisdictions where such filing is required.

Underwriting Fee

In consideration of the Underwriters' purchase of (i) the Firm Shares pursuant to this Agreement, the Corporation agrees to pay to the Underwriters a fee of $0.735 per Firm Share purchased by the Underwriters from the Corporation and (ii) the Optional Shares, if any, pursuant to his Agreement, the Corporation agrees to pay to the Underwriters a fee of $0.735 per Optional Share purchased by the Underwriters from the Corporation (collectively, the "Underwriting Fee"). The Underwriting Fee shall be inclusive of a 9% work fee payable 50% to BMO Nesbitt Burns Inc. and 50% to Morgan Stanley Canada Limited. An incremental incentive fee of 0.66% of the aggregate gross proceeds from the Offering will be payable at the discretion of the Corporation and if awarded, will be payable 37.5% to BMO Nesbitt Burns Inc., 37.5% to Morgan Stanley

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Canada Limited and 25% to Scotia Capital Inc. The Underwriting Fee shall be payable as provided for in Section 16.

16. Delivery of Purchase Price, Underwriting Fee and Shares

The purchase and sale of the Firm Shares and any Optional Shares shall be completed at the Closing Time or the Option Closing Time, as the case may be, by virtual exchange of documents or at such other place as the Underwriters and the Corporation may agree upon.

At the Closing Time, the Corporation shall duly and validly deliver the Firm Shares and at the Option Closing Time, the Corporation shall duly and validly deliver the Optional Shares being sold by the Corporation pursuant to the exercise of the Over-Allotment Option, in each case in uncertificated form to the Underwriters as an “instant” or electronic deposit through the systems of CDS Clearing and Depository Services Inc., or in the manner directed by the Underwriters in writing, in each case registered in the name of “CDS & CO.” or in such other name or names as the Lead Underwriters may direct the Corporation in writing not less than 48 hours prior to the Closing Time or the Option Closing Time, as the case may be. Alternatively, if requested by the Lead Underwriters, at the Closing Time, the Corporation shall duly and validly issue and deliver to the Underwriters one or more definitive share certificate(s) representing the Firm Shares and at the Option Closing Time, the Corporation shall duly and validly deliver to the Underwriters one or more definitive share certificate(s) representing the Optional Shares being sold by the Corporation pursuant to the exercise of the Over-Allotment Option, in each case registered in the name of “CDS & CO.” or in such other name or names as the Lead Underwriters may direct the Corporation in writing not less than 48 hours prior to the Closing Time or the Option Closing Time, as the case may be.

In either case, delivery by the Corporation of the Firm Shares and the Optional Shares shall be against payment by the Underwriters to the Corporation of the Purchase Price for the Firm Shares or the Optional Shares, as the case may be, net of the Underwriting Fee, by wire transfer of immediately available funds together with a receipt signed by the Lead Underwriters for such Firm Shares or Optional Shares, as the case may be, with the Corporation delivering a receipt for the Underwriting Fee.

17. Delivery of Shares

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

The Corporation shall pay all fees and expenses payable to TSX Trust Company in connection with the preparation and delivery (and, in the case of definitive certificate(s), execution of such definitive certificate(s) representing the Firm Shares or the Optional Shares, as the case may be) of the Firm Shares or Optional Shares contemplated by this Section 17 and the fees and expenses payable to TSX Trust Company as may be required in the course of the distribution of the Firm Shares and the Optional Shares.

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18. Conditions to Underwriters’ Obligation to Purchase

The Underwriters’ obligation to purchase the Firm Shares at the Closing Time shall be subject to the representations and warranties of the Corporation contained in this Agreement being accurate as of the date of this Agreement and as of the Closing Date, to the Corporation having performed all of its obligations under this Agreement and to the following additional conditions:

(a) Delivery of Opinions

(i) The Underwriters shall have received at the Closing Time a 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 Goodmans LLP, counsel to the Corporation, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon or deliver the opinions of local counsel where it deems such reliance proper as to the laws of provinces and territories other than Ontario (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 Corporation and letters from stock exchange representatives and transfer agents, with respect to the following matters:

(A) as to the existence of the Corporation under the laws of its jurisdiction of incorporation, formation or continuance and as to the corporate power and capacity of the Corporation to own and lease assets and to carry on business, in each case as described in the Prospectus and to execute, deliver and perform its obligations under this Agreement;

(B) as to the existence of each of the Corporation’s Canadian subsidiaries under the laws of its jurisdiction of incorporation, formation or continuance and as to the corporate power and capacity of each of the Corporation’s Canadian subsidiaries to own and lease assets and to carry on business, in each case, as described in the Prospectus;

(D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendment, and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions;

(E) that all necessary corporate action has been taken by the Corporation to: (1) authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, (2) authorize the Pre-Closing Reorganization, and (3) issue and deliver to the Underwriters the Offering Shares pursuant to this Agreement;

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(F) that this Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation and is enforceable against the Corporation in accordance with its terms, subject to customary qualifications for enforceability opinions;

(G) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required of the Corporation under the laws of the Province of Ontario and the federal laws of Canada applicable therein in connection with: (1) the execution and delivery of this Agreement and the performance of the Corporation’s obligations hereunder, (2) the completion of the Pre-Closing Reorganization, and (3) the issuance and delivery to the Underwriters of the Offering Shares pursuant to this Agreement, other than filings under the securities laws of the Province of Ontario which have been duly made by or on behalf of the Corporation (other than the filing of a report as to the geographic distribution of the Offering Shares);

(H) that the execution and delivery of this Agreement and the performance of the Corporation’s obligations hereunder do not and will not result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of the articles of the Corporation or any laws of the province of Ontario or the federal laws of Canada applicable therein;

(I) that the Corporation has taken all necessary corporate action to authorize the issuance of the common shares of the Corporation issued pursuant to or as contemplated by the Pre-Closing Reorganization and that such shares are validly issued by the Corporation and are outstanding as fully paid and non-assessable shares of the Corporation, and that the Corporation has taken all necessary corporate action to authorize the issuance of the Shares and that such shares are outstanding as fully paid and non-assessable common shares of the Corporation;

(J) that the provisions of the common shares of the Corporation conform, in all material respects, with the descriptions of the common shares in the Final Prospectus under the heading “Description of Share Capital”;

(K) that the form and terms of the certificates representing the common shares of the Corporation have been duly approved by the Corporation and comply with the provisions of the articles of the Corporation, the requirements of the Business Corporations Act (Ontario) and the applicable requirements of the TSX;

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(L) that the statements in the Final Prospectus under the heading "Eligibility for Investment" are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein;

(M) that TSX Trust Company 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 Corporation;

(N) that all documents have been filed, all requisite proceedings have been taken and all legal requirements have been fulfilled by the Corporation to qualify the Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers registered under the applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws;

(O) as to compliance with the laws of the Province of Québec relating to the use of the French language in connection with the offering of Shares and documents to be delivered to purchasers in such province, including without limitation the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment; and

(P) that the Shares have been conditionally approved for listing by the TSX, subject to the fulfilment of the requirements of such exchange on or before June 22, 2021.

(ii) The Underwriters shall have received at the Closing Time a legal opinion of Osler, Hoskin & Harcourt LLP, dated the Closing Date, addressed to the Underwriters with respect to certain of the matters in Section 18(a)(i); provided that counsel to the Underwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of the province of Ontario.

(iii) Morgan Stanley Canada Limited and its U.S. Affiliate shall have received at the Closing Time a negative assurance letter, dated the Closing Date, from Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel to the Underwriters, as to the U.S. Placement Memorandum in customary form and in form and substance satisfactory to such addressees.

(iv) The Underwriters and the U.S. Affiliates shall have received at the Closing Time an opinion of U.S. counsel to the Corporation, Skadden, Arps, Slate, Meagher & Flom LLP, in form and substance satisfactory to the Underwriters, to the effect that (A) it is not necessary in connection with (i) the offer, sale and delivery of the Offering Shares by the Corporation or (ii) the initial re-offer and resale of the Offering Shares by the Underwriters, through their U.S. Affiliates in the United States, to register the Offering Shares under the U.S. Securities Act and (B) it is not necessary in connection with the offer, sale and delivery of the Concurrent Offering Shares by the Corporation in the Concurrent Offering to register the

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Concurrent Offering Shares under the U.S. Securities Act, provided, in each case, that such offers, sales and deliveries are made in accordance with this Agreement (it being understood that no opinion needs to be given by such counsel as to any subsequent resale of the Offering Shares or the Concurrent Offering Shares).

(b) Delivery of Comfort Letter

The Underwriters shall have received at the Closing Time a letter dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation from KPMG LLP, confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 6(a)(vii) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, provided such changes are acceptable to the Underwriters, acting reasonably.

(i) The Underwriters shall have received at the Closing Time certificates dated the Closing Date, addressed to the Underwriters (and, if necessary for opinion purposes, counsel to the Underwriters) and signed by officers of the Corporation and its applicable subsidiaries (to the extent such subsidiaries are covered in the opinion referred to in Section 19(a)(i)(B)) acceptable to the Underwriters, acting reasonably, with respect to the constating documents of the Corporation and such applicable subsidiaries, the absence of proceedings taken regarding dissolution, all resolutions of the board of directors of the Corporation relating to this Agreement and related matters, the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Underwriters may reasonably request.

(ii) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters and counsel to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation acceptable to the Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiry and after having carefully examined the Final Prospectus, the U.S. Placement Memorandum and any Prospectus Amendments:

(A) that since the respective dates as of which information is given in the Final Prospectus, as amended by any Prospectus Amendments, and the U.S. Placement Memorandum (1) there has been no material change with respect to the Corporation and its subsidiaries taken as a whole, and (2) no transaction has been entered into by any of the Corporation or its subsidiaries which is material to the Corporation and its subsidiaries taken as a whole, other than as disclosed in the

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Final Prospectus, the U.S. Placement Memorandum or the Prospectus Amendments, as the case may be;

(B) that the Prospectus and the U.S. Placement Memorandum (excluding any Underwriters’ Information) do not contain a misrepresentation or omit to state a material fact and contain full, true and plain disclosure of all material facts relating to the Corporation and the common shares of the Corporation;

(C) that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the common shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or by any Governmental Authority;

(D) that the Corporation has complied in all material respects with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time; and

(E) that the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Time in all material respects (except for such representations and warranties of the Corporation qualified by materiality or which refer to a Material Adverse Effect, which shall be true and correct in all respects) with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all respects as of that date only.

(d) Listing Approval

The Shares shall have been approved for listing on the TSX on or before the Business Day immediately preceding the Closing Date, subject only to the satisfaction by the Corporation of customary conditions.

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

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

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(f) Receipt of Additional Documents

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

(g) Pre-Closing Reorganization

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

(h) Over-Allotment Closing Documents

The several obligations of the Underwriters to purchase the Optional Shares, if any, hereunder are subject to the delivery to the Lead Underwriters on the Option Closing Date of certificates and letters dated the Option Closing Date substantially similar to the certificates and letters referred to in Sections 18(b) and 18(c) and such other customary closing certificates and documents as the Lead Underwriters may reasonably request with respect to the good standing of the Corporation and other matters related to the sale and issuance of the Optional Shares.

Rights of Termination

(a) Regulatory Proceedings Out

If, after the date hereof and prior to the Closing Time, any enquiry, action, suit, investigation or other proceeding, whether formal or informal, is instituted or announced or any order is made by any federal, provincial or other Governmental Authority in relation to the Corporation which, in the opinion of any of the Underwriters, acting reasonably, operates to prevent or restrict the distribution or trading of the Shares, then such Underwriter shall be entitled, at its option and in accordance with Section 19(f), to terminate its obligations under this Agreement by notice to that effect given to the Corporation any time at or prior to the Closing Time.

(b) Disaster Out

If, after the date hereof and prior to the Closing Time, there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence (including, without limitation, matters caused by, related to or resulting from the COVID-19 pandemic or the escalation thereof, to the extent that there is any material adverse development related thereto after the date of this Agreement) or any law or regulation which, in the reasonable opinion of any of the Underwriters, seriously adversely affects or will seriously adversely affect the financial markets in Canada or the United States or the business, operations or affairs of the Corporation and its subsidiaries taken as a whole, then such Underwriter shall be entitled, at its option and in accordance with Section 19(f), to terminate its obligations under this Agreement by written

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notice to that effect given to the Corporation at any time at or prior to the Closing Time.

If, after the date hereof and prior to the Closing Time, the state of financial markets in Canada or the United States is such that, in the reasonable opinion of any of the Underwriters, the Offering Shares cannot be marketed profitably, then such Underwriter shall be entitled, at its option and in accordance with Section 19(f), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time at or prior to the Closing Time.

(d) Material Change or Change in Material Fact Out

If, after the date hereof and prior to the Closing Time, there shall occur, be discovered by the Underwriters or be announced by the Corporation any material change or change in a material fact or a new material fact arises or is discovered (other than a change or fact related solely to the Underwriters) which, in the reasonable opinion of any of the Underwriters, would result in the purchasers of a material number of Shares exercising their right under applicable Canadian Securities Laws to withdraw from their purchase of Shares, or would be expected to have a significant adverse effect on the market price or value of the Shares, then such Underwriter shall be entitled, at its option, in accordance with Section 19(f), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation any time at or prior to the Closing Time.

(e) Non-Compliance with Conditions

The Corporation agrees that all terms and conditions in Section 18 shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its commercially reasonable efforts to cause such conditions to be complied with, and that any breach or failure by the Corporation to comply with any such conditions in all material respects shall entitle any of the Underwriters to terminate its obligations to purchase the Offering Shares by notice to that effect given to the Corporation at any time at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. Each Underwriter may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon an Underwriter only if such waiver or extension is in writing and signed by the Underwriter.

(f) Exercise of Termination Rights

The rights of termination contained in Sections 19(a), (b), (c), (d) and (e) may be exercised by any of the Underwriters with respect to the obligation of such Underwriter and are in addition to any other rights or remedies any of the Underwriters may have in respect of any default, act or failure to act or non-

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compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the terminating Underwriter(s) to the Corporation or on the part of the Corporation to the terminating Underwriter(s) except in respect of any liability which may have arisen prior to or arise after such termination under Sections 20, 21 and 23. A notice of termination given by an Underwriter under Section 19(a), (b), (c), (d) or (e) shall not be binding upon any other Underwriter who has not also executed such notice.

20. Indemnity

(a) Rights of Indemnity from the Corporation

The Corporation agrees to indemnify and save harmless each of the Underwriters and each of their affiliates, and each of their respective directors, officers, partners, employees and agents from and against all liabilities, claims, losses, costs, damages and expenses (including without limitation any legal fees or other expenses reasonably incurred by such persons in connection with defending or investigating any of the above, which legal fees and other expenses the Corporation shall reimburse such persons for forthwith upon demand), but excluding any loss of profits, in any way caused by, or arising directly or indirectly from, or in consequence of:

(i) any information or statement (excluding any Underwriters’ Information) contained in the Prospectus, the U.S. Placement Memorandum, any Prospectus Amendment or any Testing-the-Waters Communication or in any certificate of the Corporation delivered pursuant to this Agreement 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 an untrue statement of a material fact;

(ii) any omission or alleged omission to state in the Prospectus, the U.S. Placement Memorandum, any Prospectus Amendment, any Testing-the-Waters Communication or any certificate of the Corporation delivered pursuant to this Agreement, any material fact required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made;

(iii) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission or other competent authority based upon any actual or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated or necessary to make any statement not misleading in light of the circumstances under which it was made or any misrepresentation or alleged misrepresentation (excluding any Underwriters’ Information) contained in the Prospectus, the U.S. Placement Memorandum, any Prospectus Amendments or any Testing-the-Waters Communication, preventing or restricting the trading in or the sale or distribution of the Shares in any of the Qualifying Jurisdictions;

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(iv) the non-compliance or alleged non-compliance by the Corporation with any Canadian Securities Laws or the U.S. Securities Act or the U.S. Exchange Act; or

(v) any breach by the Corporation of its representations, warranties, covenants or obligations to be complied with under this Agreement.

In no event shall this indemnity enure to the benefit of the Indemnified Parties (i) if a copy of the Final Prospectus or the U.S. Placement Memorandum, as applicable, (as then amended or supplemented, if the Corporation shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Underwriters to a person asserting any such liabilities, claims, losses, costs, damages and expenses, if it was required by law or the terms of this Agreement to have been delivered to that person by the Underwriters or Selling Firms, or (ii) if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made determines that a Claim to which such Indemnified Party is subject was caused by or resulted from the gross negligence or wilful misconduct of such Indemnified Party, in which case such Indemnified Party shall promptly reimburse to the Corporation any funds advanced to such Indemnified Party in respect of such Claim.

(b) Notification of Claims

If any matter or thing contemplated by Section 20(a) (any such matter or thing being referred to as a “Claim”) is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the “Indemnified Party”) will notify the Corporation in writing as soon as possible of the particulars of such Claim (but the omission to so notify the Corporation of any Claim shall not affect the Corporation’s liability except to the extent that the Corporation is materially prejudiced by that failure, and then only to such extent). The Corporation shall be entitled to assume the defence of any suit brought to enforce such Claim, provided, however, that

(i) the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and

(ii) no settlement of any such Claim or admission of liability may be made by the Corporation without the prior written consent of the Indemnified Party, acting reasonably, unless such settlement includes an unconditional release of the Indemnified Party from all liability arising out of such Claim and does not include a statement as to or an admission of negligence, fault, culpability or failure to act, by or on behalf of any Indemnified Party.

With respect to any Indemnified Party who is not a party to this Agreement, the Underwriters shall obtain and hold the rights and benefits of this Section 20 in trust for and on behalf of such Indemnified Party.

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(d) Retaining Counsel

In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his, her or its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless:

(i) the Corporation and the Indemnified Party shall have mutually agreed to the retention of the other counsel;

(ii) the named parties to any such Claim (including any added third or impleaded party) include both the Corporation and the Indemnified Party and the Indemnified Party shall have been advised in writing by legal counsel that the representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them; or

(iii) the Corporation has not retained counsel within 10 Business Days following receipt by the Corporation of notice of any such Claim from the Indemnified Party;

in each of which cases the Indemnified Party shall be required to keep the Corporation apprised of the developments of the Claim, including providing copies of any material documents related thereto to the Corporation, subject to claims of privilege. No settlement of such Claim or admission of liability may be made by the Indemnified Party without the prior written consent of the Corporation acting reasonably. Notwithstanding any other provision of this Agreement, the Corporation shall only be liable for the reasonable fees and expenses of one separate law firm (in addition to any local counsel) at any time for all Indemnified Parties not having actual or potential differing interests in respect of a particular Claim.

Contribution

(a) Rights of Contribution

In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 20 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Underwriters or enforceable otherwise than in accordance with its terms, the Corporation and the Underwriters shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits or consequential damages) of a nature contemplated by Section 20 in such proportions as are appropriate to reflect the relative benefits received by the Corporation and the Underwriters from the offering of Offering Shares, as contemplated by this Agreement as well as the relative fault of the Corporation and the Underwriters with respect to such Claim and any other equitable considerations, whether or not the Corporation has been sued together with the Underwriters or sued separately from the Underwriters, provided, however that:

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(i) the Underwriters shall not in any event be liable to contribute, in the aggregate, any amounts in excess of the aggregate Underwriting Fee actually received by the Underwriters from the Corporation under this Agreement;

(ii) each Underwriter shall not in any event be liable to contribute, individually, any amount in excess of such Underwriter’s portion of the aggregate Underwriting Fee actually received from the Corporation under this Agreement; and

(iii) no party who has been determined by a court of competent jurisdiction in a final judgement (which is not appealable) to have engaged in any fraud, fraudulent misrepresentation or gross negligence shall be entitled to claim contribution from any person who has not been so determined to have engaged in such fraud, fraudulent misrepresentation or gross negligence.

(b) Rights of Contribution in Addition to Other Rights

The rights to contribution provided in this Section 21 shall be in addition to and not in derogation of any other right to contribution which the Underwriters may have by statute or otherwise at law.

In the event that the Corporation may be held to be entitled to contribution from the Underwriters under the provisions of any statute or at law, the Corporation shall be limited to contribution in an amount not exceeding the lesser of:

(i) the portion of the full amount of the loss or liability giving rise to such contribution for which the Underwriters are responsible, as determined in Section 21(a); and

(ii) the amount of the Underwriting Fee actually received by the Underwriters from the Corporation under this Agreement, and an Underwriter shall in no event be liable to contribute, individually, any amount in excess of such Underwriter’s portion of the aggregate Underwriting Fee actually received from the Corporation under this Agreement.

(d) Notice

If the Underwriters have reason to believe that a claim for contribution may arise, they shall give the Corporation notice of such claim in writing, as soon as reasonably possible, but failure to notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Underwriters under this Section 21, except to the extent that the Corporation is actually prejudiced by that failure, and then only to such extent.

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(e) Right of Contribution in Favour of Others

With respect to this Section 21, the Corporation acknowledges and agrees that the Underwriters are contracting on their own behalf and as agents for their affiliates, directors, officers, employees and agents.

For purposes of this Section 21, each person, if any, who controls an Underwriter within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act and each Underwriter’s affiliates and selling agents shall have the same rights to contribution as such Underwriter and each person, if any, who controls the Corporation within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act shall have the same rights to contribution as the Corporation. The Underwriters’ respective obligations to contribute pursuant to this Section 21 are several in proportion to the percentages of Offering Shares set forth opposite their respective names in Section 24(a) hereof and not joint.

(f) Remedy Not Exclusive

The remedies provided for in this Section 21 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any party at law or in equity.

Severability

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

Expenses

Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the issue, sale and delivery of the Shares and all expenses of or incidental to all other matters in connection with the offering of the Shares pursuant to the Prospectus that are documented, customary and reasonable shall be borne by the Corporation including, without limitation, the fees and disbursements of all legal counsel to the Corporation, TSX listing fees, expenses payable in connection with the filing of the Prospectus, the fees and expenses of the Corporation’s auditors, investor relations firm and road show consultants, all costs relating to roadshows, information meetings and the preparation of audio-visual and other meeting materials and all costs incurred in connection with preparing, printing, translating and providing commercial copies of the Prospectus and issuing and delivering the Shares, and all applicable taxes on any of the foregoing.

In addition, whether or not the Closing occurs, the Corporation will reimburse the Underwriters upon request by any of the Lead Underwriters for the respective reasonable out of pocket expenses incurred by the Underwriters in connection with the transactions contemplated by this Agreement including, but not limited to, any marketing, advertising, printing, courier, telecommunications, data search, travel, entertainment and other expenses incurred by them, including those expenses related to their legal counsel, the roadshows and due diligence and

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marketing meetings, together with related GST and HST and excluding, for the avoidance of doubt, income taxes, withholding taxes and similar taxes (collectively, the "Underwriters Expenses"), in each case in accordance with the engagement letter entered into among the Lead Underwriters and the Corporation (the "Engagement Letter"), unless Closing does not occur as a result of any failure of the Underwriters to comply with the terms and conditions of, or fulfill their obligations under this Agreement, in which case the Underwriters will be responsible for the Underwriters Expenses.

24. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

Subject to Section 24(e), the obligation of the Underwriters to purchase the Firm Shares or the Optional Shares, as the case may be, at the Closing Time or the Option Closing Time, as the case may be, shall be several and not joint and each of the Underwriters shall be obligated to purchase only that percentage of the Firm Shares or the Optional Shares, as the case may be, set out opposite the name of such Underwriter below.

BMO Nesbitt Burns Inc.	21.0%
Morgan Stanley Canada Limited	21.0%
Scotia Capital Inc.	19.0%
Barclays Capital Canada Inc.	13.0%
RBC Dominion Securities Inc.	13.0%
Canaccord Genuity Corp.	3.25%
CIBC World Markets Inc.	3.25%
National Bank Financial Inc.	3.25%
Stifel Nicolaus Canada Inc.	3.25%
	100%

(b) Purchases by Other Underwriters

Subject to Section 24(c), in the event that any of the Underwriters shall fail to purchase its applicable percentage of the Firm Shares or the Optional Shares, as the case may be, at the Closing Time or at the Option Closing Time, as the case may be, and the aggregate number of such Firm Shares or Optional Shares, as the case may be, is 10% or more of the total number of Firm Shares or Optional Shares, as the case may be, the non-defaulting Underwriters shall have the right, but shall not be obligated, to purchase on a pro rata basis all of the percentage of the Firm Shares or the Optional Shares, as the case may be, which would otherwise have been purchased by such Underwriter which is in default. In the event that such right is not exercised, the others which are not in default shall be relieved of all obligations to the Corporation under this Agreement.

(c) Exercise of Termination Rights

In the event that one or more but not all of the Underwriters shall exercise their right of termination under Section 19, the other Underwriters shall have the right, but shall not be obligated, to purchase on a pro rata basis all of the percentage of

41 -

the Firm Shares or the Optional Shares, as the case may be, which would otherwise have been purchased by such Underwriters which have so exercised their right of termination.

(d) Pro Rata Division if More Demand

In the circumstances contemplated by Sections (b) or (c) above, if the amount of the Firm Shares or the Optional Shares, as the case may be, which the remaining Underwriters wish, but are not obliged, to purchase exceeds the amount of the Firm Shares or the Optional Shares, as the case may be, which would otherwise have been purchased by an Underwriter which is in default (in the case of Section (b) above), or which remain available for purchase (in the case of Section (c) above), such Firm Shares or Optional Shares, as the case may be, shall be divided pro rata among the Underwriters desiring to purchase such Firm Shares or Optional Shares, as the case may be, in proportion to the percentage of Firm Shares or Optional Shares, as the case may be, which such Underwriters have agreed to purchase as set out in Section 24(a).

(e) Purchase by Non-Defaulting Underwriters

In the circumstances contemplated by Section 24(b) above, in the event that any of the Underwriters shall fail to purchase its applicable percentage of the Firm Shares or the Optional Shares, as the case may be, at the Closing Time or at the Option Closing Time, as the case may be, and the aggregate number of such Firm Shares or Optional Shares, as the case may be, is less than 10% of the total number of Firm Shares or Optional Shares, as the case may be, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase on a pro rata basis or in such other proportions as the non-defaulting Underwriters may agree, all of the percentage of the Firm Shares or the Optional Shares, as the case may be, which would otherwise have been purchased by such Underwriter which is in default, provided that the non-defaulting Underwriters shall have the right to postpone the Closing Time or Option Closing Time, as the case may be, for such period, not exceeding seven calendar days, as they shall determine and notify the Corporation in order that the required changes, if any, to the Prospectus or to any other documents or other arrangements may be effected.

(f) No Obligation to Sell Less than All; Further Liability

Nothing in this Section 24 shall oblige the Corporation to sell to the Underwriters less than all of the Firm Shares or the Optional Shares, as the case may be, or relieve from liability to the Corporation any Underwriter which may be in default. In the event of the termination of the Corporation's obligations under this Agreement, there shall be no further liability on the part of the Corporation to the Underwriters except in respect of any liability which may have arisen or may arise under Sections 20, 21 and 23.

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Lock-Up

During the period beginning on the Closing Date and ending on the date that is 180 days after the Closing Date, the Corporation agrees that it shall not, directly or indirectly, without the prior written consent of the Lead Underwriters, on behalf of all of the Underwriters, such consent not to be unreasonably withheld, conditioned or delayed, (i) offer, issue, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any common shares of the Corporation, financial instruments or securities convertible into or exercisable or exchangeable for common shares or announce any intention to do any of the foregoing, in a public offering, by way of private placement or otherwise (except (A) pursuant to the stock option plan of the Corporation and any other employee or executive incentive compensation arrangements; (B) the exercise of outstanding stock options; (C) the issuance of securities by the Corporation in connection with acquisitions in the normal course of business, provided that the recipients of such securities agree in writing with the Underwriters to be bound by the same lock-up restrictions referred to in Schedule C hereto for a period ending 180 days after the Closing Date; (D) obligations of the Corporation in respect of convertible securities or other binding arrangements existing on the date of this Agreement; and (E) the issuance of securities by the Corporation in connection with the proposed investments by the Quebec and/or Ontario government), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares, whether any such transaction is to be settled by delivery of common shares, other securities, cash or otherwise. For clarity, nothing in this Section 25 shall restrict the Corporation's ability to file a preliminary base shelf prospectus and base shelf prospectus pursuant to National Instrument 44-102 – Shelf Distributions during the aforementioned period.

Survival of Representations and Warranties

The representations, warranties, obligations and agreements of the Corporation contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Shares shall survive the purchase of the Shares and shall continue in full force and effect for a period ending on the latest date under each of: (a) applicable Canadian laws that a holder of the Shares may be entitled to commence an action or exercise a right of rescission with respect to a misrepresentation contained in the Prospectus or any Prospectus Amendments, and (b) applicable U.S. laws that a holder of the Shares may be entitled to commence an action with respect to an untrue statement of a material fact contained in the U.S. Placement Memorandum or an omission to state in the U.S. Placement Memorandum a material fact that is necessary to make a statement contained in the U.S. Placement Memorandum, in light of the circumstances in which it was made, not misleading (other than in respect of the indemnification obligations of the Corporation set forth in Section 20 or in respect of any legal action or claim that may be pending at that time with respect to any representation, warranty, obligation or agreement of the Corporation contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offering Shares, which in each case shall survive indefinitely) and, in each case, shall be unaffected by any subsequent disposition of the Offering Shares by the Underwriters or the termination of the Underwriters' obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters in connection with the preparation of the Prospectus, any Prospectus Amendments or the distribution of the Offering Shares.

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Time

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

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario.

Notice

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

If to the Corporation, addressed and sent to:

MDA Ltd.
9445 Airport Road
Brampton, Ontario L6S 4J3

Attention: Michael Greenley
E-mail: [email protected]

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

Goodmans LLP
Bay Adelaide Centre – West Tower
333 Bay Street Suite 3400
Toronto, Ontario
M5H 2S7
Canada

Attention: Neill May
Email: [email protected]

If to BMO Nesbitt Burns Inc., addressed and sent to:

BMO Nesbitt Burns Inc.
First Canadian Place, 100 King Street W.
Toronto, Ontario M5X 2A1

Attention: Craig King
E-mail: [email protected]

If to Morgan Stanley Canada Limited, addressed and sent to:

Morgan Stanley Canada Limited
181 Bay Street, Suite 3700
Toronto, Ontario M5J 2T3

Attention: Dougal Macdonald

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E-mail: [email protected]

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

Scotia Capital Inc.
Scotia Plaza, 44 King Street W
Toronto, Ontario M5H 1H1

Attention: Rob Sainsbury
E-mail: [email protected]

If to Barclays Capital Canada Inc., addressed and sent to:

Barclays Capital Canada Inc.
333 Bay Street, Suite 4910
Toronto, Ontario M5H 2R2

Attention: Erik Charbonneau
E-mail: [email protected]

If to RBC Dominion Securities Inc., addressed and sent to:

RBC Dominion Securities Inc.
Royal Bank Plaza
4th Floor, South Tower
200 Bay Street
Toronto, Ontario M5J 2W7

Attention: James McKenna
E-mail: [email protected]

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

Canaccord Genuity Corp.
161 Bay Street, Suite 3000
Toronto, Ontario M5J 2S1

Attention: Jason Robertson
E-mail: [email protected]

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

CIBC World Markets Inc.
161 Bay Street, 6th Floor
Toronto, Ontario M5J 2S8

Attention: Brent A. Layton
E-mail: [email protected]

If to National Bank Financial Inc., addressed and sent to:

National Bank Financial Inc.
130 King Street West, Suite 3200
Toronto, Ontario M5X 1J9

45 -

Attention: Benoit Veronneau
E-mail: [email protected]

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

Stifel Nicolaus Canada Inc.
145 King Street W., Suite 300
Toronto, Ontario M5H 1J8

Attention: Gary Skene
E-mail: [email protected]

In the case of a notice to any Underwriter, with a copy (which will not constitute notice) to:

Osler, Hoskin & Harcourt LLP
1 First Canadian Place, Suite 6200
100 King Street West
Toronto, Ontario
M5X 1B8

Attention: Desmond Lee and Rosalind Hunter
Email: [email protected] and [email protected]

or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 29. Each notice shall be personally delivered to the addressee or sent by e-mail to the addressee. A notice which is personally delivered or delivered by e-mail shall, if delivered prior to 5:00 p.m. (Toronto time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered.

30. Authority of the Lead Underwriters

The Lead Underwriters are hereby authorized by each of the other Underwriters to act on its behalf and the Corporation shall be entitled to and shall act on any notice given in accordance with Section 29 or agreement entered into by or on behalf of the Underwriters by the Lead Underwriters. The Lead Underwriters represent and warrant that they have irrevocable authority to bind the Underwriters, except in respect of any consent to a settlement pursuant to Section 20(b), which consent shall be given by the Indemnified Party, a notice of termination pursuant to Section 19, which notice may be given by any of the Underwriters, or any waiver pursuant to Section 19(e), which waiver may be given by any of the Underwriters exercising such waiver. The Lead Underwriters shall consult with the other Underwriters concerning any matter in respect of which they act as representative of the Underwriters.

31. Underwriters' Activities

Nothing in this Agreement or the nature of the services to be provided by the Underwriters will be deemed to create a fiduciary or agency relationship between any of the Underwriters and the Corporation or its security holders, creditors, employees or any other party, as applicable. The Corporation acknowledges and understands that: (a) the Underwriters may act as traders of, and dealers in, securities both as principal and on behalf of clients and that in the ordinary course of its

46 -

trading and dealing activities, any of the Underwriters and their affiliates at any time may hold long or short positions in the securities of the Corporation or any of its respective related entities and, from time to time, may have executed or may execute transactions on behalf of such persons; (b) any of the Underwriters may conduct research on securities and may, in the ordinary course of business, provide research reports and investment advice to clients on investment matters, including with respect to any such person and/or the offering of Shares; and (c) the Underwriters or their controlling shareholders may extend loans or provide other financial services in the ordinary course of business to any such person (collectively, “Bank Business”). The Corporation agrees not to seek to restrict or challenge the ability of any of the Underwriters or their affiliates to conduct Bank Business.

The Corporation acknowledges that none of the Underwriters is advising the Corporation, or any other person related to it as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Corporation should consult with its own advisors concerning such matters and is responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters have no liability to the Corporation with respect thereto.

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

Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit

47 -

Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

33. No Advisory or Fiduciary Responsibility

The Corporation acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Corporation on the one hand, and the several Underwriters, on the other; (ii) in connection therewith each Underwriter is acting solely as a principal and not the agent or fiduciary of the Corporation; (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favour of the Corporation with respect to the purchase and sale of the Offering Shares pursuant to this Agreement hereby or any other obligation to the Corporation except the obligations expressly set forth in this Agreement; and (iv) the Corporation has consulted or had the opportunity to consult with its own legal and other advisors to the extent it deemed appropriate. The Corporation agrees that it will not claim that the Underwriters, the U.S. Affiliates or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Corporation in connection with the purchase and sale of the Offering Shares pursuant to this Agreement.

34. TMX Group

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

35. Counterparts

This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by facsimile or by email in portable document or other similar format and all such counterparts and electronic copies shall together constitute one and the same agreement.

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

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

BMO NESBITT BURNS INC.

By: “Craig King”
Name: Craig King
Title: Managing Director, Group Head

MORGAN STANLEY CANADA LIMITED

By: “Dougal Macdonald”
Name: Dougal Macdonald
Title: Managing Director

SCOTIA CAPITAL INC.

By: “Rob Sainsbury”
Name: Rob Sainsbury
Title: Managing Director

BARCLAYS CAPITAL CANADA INC.

By: “Erik Charbonneau”
Name: Erik Charbonneau
Title: Managing Director

RBC DOMINION SECURITIES INC.

By: “James McKenna”
Name: James McKenna
Title: Managing Director

CANACCORD GENUITY CORP.

By: "Jason Robertson"
Name: Jason Robertson
Title: Managing Director

CIBC WORLD MARKETS INC.

By: "Brent Layton"
Name: Brent Layton
Title: Managing Director

NATIONAL BANK FINANCIAL INC.

By: "Benoit Veronneau"
Name: Benoit Veronneau
Title: Managing Director

STIFEL NICOLAUS CANADA INC.

By: "Gary Skene"
Name: Gary Skene
Title: Managing Director, Investment Banking

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

MDA LTD.

By: "Michael Greenley"
Name: Michael Greenley
Title: Chief Executive Officer

A-2

SCHEDULE A

LOCKED-UP SHAREHOLDERS

Northern Private Capital Fund 1 Limited Partnership
Northern Private Capital Fund 1 Non-Resident Limited Partnership
Cymbria Corporation
EdgePoint Canadian Portfolio
EdgePoint Canadian Growth & Income Portfolio
EdgePoint Global Growth and Income Portfolio
The Balsillie Family Foundation
Amolino Holdings Inc.
Albion MDA Holdings LP
Servest Capital Inc.
Servest Master Fund LP
Servest Technology Partners Master Fund LP
CFFI Ventures Inc.
CVI Neptune Partnership II
Erable B.V.
Fonds de solidarité des travailleurs du Québec (F.T.Q.)
Bulldog Capital Equity Fund I Limited Partnership
Canso Corporate Value Fund
Canso Hurricane Fund
Canso Salvage Fund
Canso Credit Opportunities Fund
Big Rock Genpar Inc.
Lysander-Canso Balanced Fund
Lysander-Canso Corporate Value Bond Fund
Canso Credit Income Fund
Canso Select Opportunities Corporation
NPC Holdings Ltd.
Brendan Paddick
Iotesso Holdings Inc.
Private Wealth Management Global Sif – Multiassets
Financière Savoie Inc.
Hewitt Group Inc.
Mark Segal
Nicola Private Equity Limited Partnership
Ceara Investments Holdings Inc.
Britannia Capital Ltd.
Canadian Development Marketing Corporation
Bay Tree Foundation
James Balsillie
Yaprak Baltacioglu
Anthony Pagano
Jill Smith
Ian McLeod

A-3

Patrick Nihill
John Bowers
Peter Findlay
Layi Oshinowo
Margaret Bailey
Tracey Weatherhead
Holly Johnson
Laurie Vagenas
Leslie Swartman
Amer Khouri
Vito Culmone
Martin Herman
Michael Greenley
Richard Florizone
Andrew Lapham
John Risley
James Stavridis
Darren Farber
Tim Kopra
Minda Suchan
Employee Trust (as defined in the Final Prospectus)

SCHEDULE B

UNITED STATES OFFERS AND SALES

1. Definitions

As used in this Schedule and related exhibits, the following terms shall have the meanings indicated:

"Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S, which, without limiting the foregoing, but for greater clarity in this Schedule, includes, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Corporation’s common shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Corporation’s common shares;

"Foreign Issuer" means "foreign issuer" as that term is defined in Rule 902(e) of Regulation S;

"General Solicitation" and "General Advertising" mean "general solicitation" and "general advertising", respectively, as used in Rule 502(c) under the U.S. Securities Act, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

"Investment Company Act" means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;

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

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

"Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S; and

"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

All other capitalized terms used but not otherwise defined in this Schedule shall have the meanings given to them in the Underwriting Agreement to which this Schedule is attached and of which this Schedule forms a part.

B-2

2. Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants and covenants to the Underwriters (including for the benefit of the U.S. Affiliates) that:

(a) it is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Corporation’s common shares;

(b) the Corporation is not, and after giving effect to the offering of the Offering Shares and the Concurrent Offering Shares and the application of the proceeds as contemplated in the Underwriting Agreement and the U.S. Placement Memorandum will not be, registered as an investment company nor will it be required to register as an investment company within the meaning of the Investment Company Act;

(c) neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), has engaged or will engage in any Directed Selling Efforts in the United States with respect to the Offering Shares or the Concurrent Offering Shares, or has made or will make any offer of Offering Shares or the Concurrent Offering Shares or taken or will take any action in a manner that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Rule 144A, Section 4(a)(2) under the U.S. Securities Act, Rule 506 under the U.S. Securities Act or Rule 903 of Regulation S to be unavailable for (i) offers and sales of the Offering Shares pursuant to this Agreement or (ii) offers and sales of Concurrent Offering Shares by the Corporation in the Concurrent Offering;

(d) none of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offering Shares or the Concurrent Offering Shares in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

(e) the Shares are not, and as of the Closing will not be, and no securities of the same class as the Shares are: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act; or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted;

(f) for so long as the Shares are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, the Corporation shall either: (i) avail itself of the reporting exemption pursuant to Rule 12g3-2(b) under U.S. Exchange Act; (ii) file reports and other information with the SEC under

B-3

Section 13 or 15(d) of the U.S. Exchange Act; or (iii) provide to holders of Shares and any prospective purchasers designated by such holders, upon request of such holders, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of Shares to effect resales under Rule 144A); and

(g) all offers and sales of Concurrent Offering Shares in the Concurrent Offering were effected solely by the Corporation (i) in the United States to persons that are “accredited investors” (within the meaning of Rule 501(a) under the U.S. Securities Act) in accordance with Section 4(a)(2) and/or Rule 506 under the U.S. Securities Act and applicable U.S. state securities laws or (ii) outside the United States in accordance with Regulation S.

3. Representations, Warranties and Covenants of the Underwriters

Each Underwriter and U.S. Affiliate jointly and not severally acknowledges, represents, warrants and covenants to the Corporation that:

(a) the Offering Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any Offering Shares except in an “offshore transaction” in accordance with Rule 903 of Regulation S or in the United States to persons reasonably believed by them to be Qualified Institutional Buyers in reliance on Rule 144A. Accordingly, neither it nor any of its affiliates, nor any persons acting on their behalf, has made or will make any Directed Selling Efforts in the United States with respect to the Offering Shares or except as permitted herein (i) any offer to sell or any solicitation of an offer to buy, any Offering Shares to any person in the United States; or (ii) any offer or sale of Offering Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States (and was offered Offering Shares outside the United States), or such Underwriter, U.S. Affiliate or person acting on its or their behalf reasonably believed that such purchaser was outside the United States;

(b) it and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Offering Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

(c) all offers and sales of Offering Shares in the United States shall be made by the Underwriter through its U.S. Affiliate (which on the dates of such offers and sales was and will be duly registered with the SEC as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.) or otherwise pursuant to Rule 15a-6 under the U.S. Exchange Act in accordance with

B-4

all applicable U.S. federal and state broker-dealer laws and in compliance with this Schedule B;

(d) it will cause its U.S. Affiliate to solicit offers for the Offering Shares in the United States only from, and to offer the Offering Shares in the United States only to, persons whom it reasonably believes to be Qualified Institutional Buyers;

(e) it will cause its U.S. Affiliate to inform all purchasers of the Offering Shares in the United States or who were offered Offering Shares in the United States that the Offering Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such purchasers without registration in reliance on Rule 144A;

(f) if it has offered or sold Offering Shares in the United States, at Closing it, together with its U.S. Affiliate offering or selling Offering Shares in the United States, will provide a certificate, substantially in the form of Exhibit I to this Schedule B, relating to the manner of the offer and sale of the Offering Shares in the United States or will be deemed to have represented and warranted for the benefit of the Corporation that neither it nor its U.S. Affiliate offered or sold Offering Shares in the United States;

(g) each offeree in the United States shall be provided, prior to the time of such offeree’s purchase of any Offering Shares, with a copy of the preliminary and final U.S. Placement Memorandum and no other written material has or shall be used in connection with the offer or sale of the Offering Shares in the United States. The preliminary and final U.S. Placement Memorandum shall be in form and substance mutually satisfactory to the Corporation and the Underwriters; and

(h) prior to the Closing Time, it will deliver to the Corporation signed copies of the U.S. Qualified Institutional Buyer Letter, in substantially the same form appended to the U.S. Placement Memorandum, from all persons in the United States to which it has sold Offering Shares.

B-5

EXHIBIT I

UNDERWRITERS' CERTIFICATE

In connection with the offer and sale, under Rule 144A, of common shares (the “Shares”) of MDA Ltd. (the “Company”) in the United States pursuant to the Underwriting Agreement dated as of April 1, 2021 among the Company and the underwriters party thereto (the “Underwriting Agreement”), the undersigned [name of Underwriter] (the “Underwriter”) and [name of U.S. affiliate of Underwriter], in its capacity as placement agent in the United States for the Underwriter (the “U.S. Affiliate”), each hereby certifies that:

(a) all offers to sell, solicitations of offers to buy and sales of the Shares in the United States were made only through the U.S. Affiliate in compliance with all applicable United States state and federal broker-dealer requirements or pursuant to the exemption provided under Rule 15a-6 of the U.S. Exchange Act. The U.S. Affiliate is a Qualified Institutional Buyer, a duly registered broker or dealer with the SEC and in each state applicable to the U.S. Affiliate (unless exempt therefrom) and is a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and at the time of such offer and sale by it of Shares;

(b) all offers and sales of the Shares in the United States have been conducted by us in accordance with the terms of the Underwriting Agreement;

(c) each offeree in the United States was provided, prior to the time of such offeree’s purchase of any Shares, with a copy of the preliminary and final U.S. Placement Memorandum and no other written material was used in connection with the offer or sale of the Shares in the United States;

(d) immediately prior to our transmitting the preliminary U.S. Placement Memorandum to offerees in the United States, we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and, on the date hereof, we have reasonable grounds to believe and continue to believe that each purchaser of Shares in the United States or who was offered Shares in the United States is a Qualified Institutional Buyer;

(e) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Shares in the United States and we did not engage in any Directed Selling Efforts in the United States in connection with the offer or sale of the Shares; and

(f) prior to any sale by us of Shares in the United States, we caused each purchaser to execute and deliver a U.S. Qualified Institutional Buyer Letter in substantially the same form appended to the U.S. Placement Memorandum.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement unless otherwise defined herein.

DATED this __ day of ______, 2021.

[NAME OF UNDERWRITER]

By: _____
Name: ___
Title: ___

[INSERT NAME OF U.S. AFFILIATE]

By: _____
Name: ___
Title: ___

SCHEDULE C

FORM OF LOCK-UP AGREEMENT

April ①, 2021

BMO Nesbitt Burns Inc.
Morgan Stanley Canada Limited
Scotia Capital Inc.
Barclays Capital Canada Inc.
RBC Dominion Securities Inc.
Canaccord Genuity Corp.
CIBC World Markets Inc.
National Bank Financial Inc.
Stifel Nicolaus Canada Inc.
(collectively, the “Underwriters”)

c/o

BMO Nesbitt Burns Inc.
First Canadian Place, 100 King Street W
Toronto, Ontario M5X 2A1

Attention: Craig King
Morgan Stanley Canada Limited
181 Bay Street, Suite 3700
Toronto, Ontario M5J 2T3

Attention: Dougal Macdonald
Scotia Capital Inc.
Scotia Plaza, 44 King Street W
Toronto, Ontario M5H 1H1

Attention: Rob Sainsbury

Ladies and Gentlemen:

MDA Ltd. (the “Corporation”)

The undersigned understands that the Underwriters have entered into an underwriting agreement (the “Underwriting Agreement”) with the Corporation providing for the offering (the “Offering”) of common shares of the Corporation (“Common Shares”). The undersigned understands that it is a condition of the completion of the purchase of Common Shares pursuant to the Underwriting Agreement that certain shareholders and other persons enter into an agreement in the form of this letter. The undersigned acknowledges that the Underwriters are relying on the covenants of the undersigned contained in this letter in having decided to participate in the Offering and to enter into the Underwriting Agreement with the Corporation with respect to the Offering.

C-2

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the period beginning on the date of this letter and ending on the day that is the 180th calendar day following the closing date of the Offering, the undersigned will not, directly or indirectly, including without limitation through any entity or person controlled by the undersigned, without the prior written consent of BMO Nesbitt Burns Inc., Morgan Stanley Canada Limited and Scotia Capital Inc. (collectively, the “Lead Underwriters”), on behalf of the Underwriters, such consent not to be unreasonably withheld, conditioned or delayed:

(a) offer, sell, contract to sell, secure, pledge, grant or sell any option, right or warrant to purchase, or otherwise lend, transfer or dispose of any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares or announce any intention to do any of the foregoing, in a public offering, by way of private placement or otherwise;

(b) make any short sale, engage in any hedging transaction, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether any such transaction is to be settled by delivery of Shares, other securities, cash or otherwise; or

The foregoing paragraph shall not apply to: (A) transfers to affiliates of the undersigned, provided they remain affiliates; (B) a bona fide third party take-over bid made to all security holders of the Corporation or similar acquisition transaction provided that in the event that the take-over bid or acquisition transaction is not completed, any Common Shares held directly or indirectly by the undersigned shall remain subject to the restrictions contained in this agreement; (C) a pledge or security interest, provided that the pledgee or beneficiary of the security interest agrees in writing with the Lead Underwriters, on behalf of the Underwriters, to be bound by the terms of this agreement; and (D) bona fide gifts to immediate family of the undersigned, provided the recipient thereof agrees in writing with the Lead Underwriters, on behalf of the Underwriters, to be bound by the terms of this agreement. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned.

The obligations of the undersigned under this letter may be waived in writing in whole or part by the Lead Underwriters in their sole discretion on behalf of the Underwriters.

This agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement. This agreement is irrevocable and will be binding on the undersigned and its successors, heirs, personal representatives and assigns, and will ensure to the benefit of the Underwriters and their legal representatives, successors and assigns.

This lock-up agreement may be executed in counterpart and may be executed and delivered by facsimile or by email in portable document or other similar format and all such counterparts and electronic copies shall together constitute one and the same agreement.

AI assistant

MDA Space Share Issue/Capital Change 2021

48075_rns_2021-04-01_75584b7e-2a44-4609-969b-0129c3a6852e.pdf

UNDERWRITING AGREEMENT

2. Compliance with Securities Laws

3. Due Diligence

4. Restrictions on Sale

8. Additional Representations and Warranties of the Corporation

9. Covenants of the Corporation

10. Commercial Copies

11. Change of Closing Date

12. Completion of Distribution

13. Material Change or Change in Material Fact During Distribution

16. Delivery of Purchase Price, Underwriting Fee and Shares

17. Delivery of Shares

18. Conditions to Underwriters’ Obligation to Purchase

(a) Delivery of Opinions

20. Indemnity

(a) Rights of Indemnity from the Corporation

24. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

(b) Purchases by Other Underwriters

(c) Exercise of Termination Rights

30. Authority of the Lead Underwriters

31. Underwriters' Activities

33. No Advisory or Fiduciary Responsibility

34. TMX Group

35. Counterparts

SCHEDULE A

LOCKED-UP SHAREHOLDERS

SCHEDULE B

1. Definitions

2. Representations, Warranties and Covenants of the Corporation

3. Representations, Warranties and Covenants of the Underwriters

EXHIBIT I

UNDERWRITERS' CERTIFICATE

SCHEDULE C

AI assistant

MDA Space — Share Issue/Capital Change 2021

48075_rns_2021-04-01_75584b7e-2a44-4609-969b-0129c3a6852e.pdf

UNDERWRITING AGREEMENT

2. Compliance with Securities Laws

3. Due Diligence

4. Restrictions on Sale

8. Additional Representations and Warranties of the Corporation

9. Covenants of the Corporation

10. Commercial Copies

11. Change of Closing Date

12. Completion of Distribution

13. Material Change or Change in Material Fact During Distribution

16. Delivery of Purchase Price, Underwriting Fee and Shares

17. Delivery of Shares

18. Conditions to Underwriters’ Obligation to Purchase

(a) Delivery of Opinions

20. Indemnity

(a) Rights of Indemnity from the Corporation

24. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

(b) Purchases by Other Underwriters

(c) Exercise of Termination Rights

30. Authority of the Lead Underwriters

31. Underwriters' Activities

33. No Advisory or Fiduciary Responsibility

34. TMX Group

35. Counterparts

SCHEDULE A

LOCKED-UP SHAREHOLDERS

SCHEDULE B

1. Definitions

2. Representations, Warranties and Covenants of the Corporation

3. Representations, Warranties and Covenants of the Underwriters

EXHIBIT I

UNDERWRITERS' CERTIFICATE

SCHEDULE C

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